OTHER INFORMATION
−Removed: During the three months ended September 30, 2023, none of the directors or executive officers of the Company adopted or terminated any contracts, instructions, or written plans for the purchase or sale of our securities that were intended to meet the affirmative defense conditions of Rule 10b5-1(c) or any other “non-Rule 10b5-1 trading arrangement.”
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the three months ended March 31, 2024, none of the directors or executive officers of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
+Added: Cantor Sales Agreement
+Added: On May 2, 2024, we entered into a Controlled Equity Offering℠ Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.
+Added: (“Cantor”), under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75.0 million through Cantor, as sales agent (the “ATM Offering”).
+Added: Cantor may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market (“Nasdaq”) or any other trading market for the Common Stock.
+Added: Cantor will use commercially reasonable efforts, consistent with its normal sales and trading practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq, to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions the Company may impose).
+Added: We will pay Cantor a commissi on of up to 3.0% of the gross sales proceeds of any Common Stock sold through Cantor under the ATM Offering and have provided Cantor with customary indemnification rights.
+Added: We are not obligated to make any sales of Common Stock under the Sales Agreement.
+Added: The offering of shares of Common Stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein.
+Added: The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which will be filed as an exhibit to the 2024 Registration Statement (as defined below).
+Added: The shares of Common Stock being offered pursuant to the Sales Agreement will be offered and sold pursuant to a shelf registration statement on Form S-3 (the “2024 Registration Statement”) that we intend to file with the Securities and Exchange Commission and a prospectus relating to the ATM Offering which will be included in the 2024 Registration Statement.
+Added: None of our securities, including any shares of Common Stock, may be sold under the Sales Agreement, and no offers to buy such securities may be accepted, prior to the time the 2024 Registration Statement becomes effective.
+Added: The legal opinion of Sidley Austin LLP relating to the shares of Common Stock being offered pursuant to the Sales Agreement will be filed as Exhibit 5.1 to the 2024 Registration Statement.
+Added: This report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
3.1 Amended and Restated Certificate of Incorporation of Codexis, Inc.
3 unchanged sentences
3.4 Amended and Restated Bylaws of Codexis, Inc.
−Removed: effective as of September 21, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 22, 2023).
+Added: effective as of February 8, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 9, 2024).
4.1 Reference is made to Exhibits 3.1 through 3.4.
−Removed: A ssignmen t and Assumption of Lease by and between the Company and Vaxcyte, Inc.
−Removed: dated as of September 1, 2023.
−Removed: C onsent to Assignment a n d First Amend ment to Lease Agreement by and bet ween the Company, Vaxcy te Inc.
−Removed: and ARE-San Francisco No.
−Removed: 6 3, LLC dated as of Sept ember 6, 2023.
+Added: 4.2 Form of the Company’s Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012).
+Added: 4.3 Form of Warrant to Purchase Common Stock for Codexis, Inc., issued pursuant to the Loan and Security Agreement by and between the Company and Innovatus Life Sciences Fund I, LP.
+Added: (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 13, 2024).
+Added: 4.4 Description of Codexis' Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
+Added: ( incorporated by reference to Exhibit 4.
+Added: 4 to the Company’s Annual Report on Form 10 -K, filed on February 28 , 2024).
+Added: 10.1 Loan and Security Agreement by and between the Company and Innovatus Life Sciences Fund I, LP., effective as of February 13, 2024 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024).
31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
1 unchanged sentence
32.1 Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
−Removed: 101 The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline Extensible Business Reporting Language ("iXBRL") includes:
−Removed: (i) Unaudited Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 2022 (ii) Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022, (iii) Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2023 and 2022, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
+Added: 101 The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) includes:
+Added: (i) Unaudited Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023 (ii) Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023, (iv) Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2024 and 2023, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
101.SCH Inline XBRL Taxonomy Extension Schema Document
3 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL and contained in Exhibit 101.
−Removed: The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request,
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL and contained in Exhibit 101.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Codexis, Inc.
−Removed: November 3, 2023 By:
+Added: May 2, 2024 By:
/s/ Stephen Dilly
2 unchanged sentences
(principal executive officer)
−Removed: November 3, 2023 By:
+Added: May 2, 2024 By:
/s/ Sriram Ryali
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.