1 unchanged sentence
Rule 10b5-1 Trading Arrangements
−Removed: During the three months ended September 30, 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: On March 11, 2025 , Kevin Norrett , our Chief Operating Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: The plan provides for the sale of up to 66,602 shares of the Company’s common stock and will terminate on January 30, 2026 , subject to early termination for certain specified events set forth in the plan.
+Added: During the three months ended March 31, 2025, except as set forth above, 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.
3.1 Amended and Restated Certificate of Incorporation of Codexis, Inc.
2 unchanged sentences
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Codexis, Inc., filed with the Secretary of the State of the State of Delaware on June 14, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 16, 2023).
−Removed: 3.4 Amended and Restated Bylaws of Codexis, Inc.
−Removed: 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).
+Added: 3.4 Second Amended and Restated Bylaws of Codexis, Inc.
+Added: effective as of November 7, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 12, 2024).
4.1 Reference is made to Exhibits 3.1 through 3.4.
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).
4.4 Description of Codexis' Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
( incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K, filed on February 28, 2024).
−Removed: 10.1 + Codexis, Inc.
−Removed: 20 24 Inducement Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No.
−Removed: 333- 281429 ) filed with the SEC on August 9 , 20 24 ).
−Removed: 10.2 + A mendment to the Codexis, Inc.
−Removed: 2023 Employee Stock Purchase Plan .
−Removed: 10.3 + Offer Letter by and between the Company and Georgia Erb ez , dated as of September 30 , 202 4 .
−Removed: 10.4 + Change in Control Severance Agreement by and between the Company and Georgia Erbez, dated as of September 30 , 202 4 .
−Removed: 10.5 + Offer Letter by and between the Company and Alison Moore , dated as of September 30 , 202 4 .
−Removed: 10.6 + Change in Control Severance Agreement by and between the Company and Alison Moore , dated as of September 30 , 202 4 .
+Added: 10.1 A mendment No 1 .
+Added: to the Acquisition Agreement by and among the Company, Societé des Produits Nestlé S.A., formerly known as Nestec Ltd.
+Added: ("Nestlé Health Science"), effective as of February 28 , 2025.
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.
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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, 2024, formatted in Inline Extensible Business Reporting Language (“iXBRL”) includes:
−Removed: (i) Unaudited Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 (ii) Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2024 and 2023, (iv) Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2024 and 2023, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 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, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes:
+Added: (i) Unaudited Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024 (ii) Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024, (iv) Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2025 and 2024, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 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, 2024, formatted in Inline XBRL and contained in Exhibit 101.
−Removed: + Indicates a management contract or compensatory plan or arrangement.
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, 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: October 31, 2024 By:
+Added: May 14, 2025 By:
/s/ Stephen Dilly
Stephen Dilly
−Removed: Chairman, President and Chief Executive Officer
+Added: Chairman of the Board of Directors, President and Chief Executive Officer
(principal executive officer)
−Removed: October 31, 2024 By:
+Added: May 14, 2025 By:
/s/ Georgia Erbez
3 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.