2 unchanged sentences
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Reports of Independent Registered Public Accounting Firm ( KPMG LLP ;
+Added: Report of Independent Registered Public Accounting Firm ( KPMG LLP ;
San Francisco, CA ;
−Removed: Reports of Independent Registered Public Accounting Firm ( BDO USA, P.C.
+Added: Repor t of Independent Registered Public Accounting Firm ( BDO USA, P.C.
San Francisco, CA ;
9 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Codexis, Inc.
−Removed: and subsidiaries (the Company) as of December 31, 2024, the related consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows for the period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period ended December 31, 2024, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheets of Codexis, Inc.
+Added: and subsidiaries (the Company) as of December 31, 2025 and 2024 , the related consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.
generally accepted accounting principles.
1 unchanged sentence
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
+Added: Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
21 unchanged sentences
San Francisco, California
−Removed: February 27, 2025
+Added: March 11, 2026
Report of Independent Registered Public Accounting Firm
3 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Codexis, Inc.
−Removed: (the “Company”) as of December 31, 2023, the related consolidated statement of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 , in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated statements of operations, stockholders’ equity, and cash flows of Codexis, Inc.
+Added: (the “Company”) for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
3 unchanged sentences
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
/s/ BDO USA, P.C.
57 unchanged sentences
2025 2024 2023
−Removed: Product revenue ($ 0 , $ 0 and $ 514 from a related party)
−Removed: $ 36,786 $ 42,906 $ 116,676
−Removed: Research and development revenue ($ 0 , $ 0 and $ 1,245 from a related party)
−Removed: 22,559 27,237 21,914
+Added: Product revenue $ 26,028 $ 36,786 $ 42,906
+Added: Research and development revenue 44,359 22,559 27,237
Total revenues 70,387 59,345 70,143
8 unchanged sentences
Interest income 2,625 3,670 4,172
−Removed: Interest and other expense, net ($ 0 , $ 0 and $ 208 from a related party)
−Removed: ( 10,393 ) ( 12,274 ) 124
+Added: Interest and other expense, net ( 4,813 ) ( 10,393 ) ( 12,274 )
Loss before income taxes ( 43,927 ) ( 65,242 ) ( 76,171 )
11 unchanged sentences
Net loss $ ( 43,974 ) $ ( 65,276 ) $ ( 76,240 )
−Removed: Other comprehensive gain:
−Removed: Unrealized gain on available-for-sale short-term investments, net of tax
+Added: Other comprehensive gain (loss):
+Added: Unrealized gain (loss) on available-for-sale short-term investments, net of tax ( 44 ) 52 —
Comprehensive loss $ ( 44,018 ) $ ( 65,224 ) $ ( 76,240 )
13 unchanged sentences
Issuance of common stock upon release of stock awards 796 — — — — —
+Added: Issuance of common stock, net of issuance costs 3,080 1 7,931 — — 7,932
Stock-based compensation — — 9,971 — — 9,971
4 unchanged sentences
Issuance of common stock upon release of stock awards 842 — — — — —
+Added: Issuance of common stock warrants in connection with debt issuance — — 859 — — 859
+Added: Issuance of common stock under employee stock purchase plan 264 — 563 — — 563
Issuance of common stock in connection with an equity sales agreement, net of issuance costs of $ 1,584
1 unchanged sentence
Stock-based compensation — — 13,087 — — 13,087
−Removed: Taxes paid related to net share settlement of equity awards ( 65 ) — ( 404 ) — — ( 404 )
Net Loss — — — — ( 65,276 ) ( 65,276 )
+Added: Other comprehensive income — — — 52 — 52
December 31, 2024 81,850 8 629,673 52 ( 562,806 ) 66,927
1 unchanged sentence
Issuance of common stock upon release of stock awards 766 — — — — —
−Removed: Issuance of common stock warrants in connection with debt issuance — — 859 — — 859
Issuance of common stock under employee stock purchase plan 278 — 505 — — 505
13 unchanged sentences
Net loss $ ( 43,974 ) $ ( 65,276 ) $ ( 76,240 )
−Removed: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 5,248 4,946 5,518
4 unchanged sentences
Impairment of investment in non-marketable securities 300 6,902 12,215
−Removed: Equity securities earned from research and development activities ($ 0 , $ 0 , and ($ 1,245 ) from a related party)
−Removed: — ( 213 ) ( 1,245 )
−Removed: Unrealized gain on non-marketable securities ($ 0 , $ 0 , and ($ 208 ) from a related party)
+Added: Equity securities earned from research and development activities — — ( 213 )
Non-cash interest expense 1,305 885 —
9 unchanged sentences
Deferred revenue 6,919 ( 10,311 ) ( 19,848 )
−Removed: Net cash provided by (used in) operating activities ( 49,410 ) ( 52,638 ) 11,284
+Added: Net cash used in operating activities ( 19,376 ) ( 49,410 ) ( 52,638 )
Investing activities:
5 unchanged sentences
Investment in non-marketable securities — — ( 1,191 )
−Removed: Net cash used in investing activities ( 56,980 ) ( 4,858 ) ( 13,578 )
+Added: Net cash provided by (used in) investing activities 23,502 ( 56,980 ) ( 4,858 )
Financing activities:
6 unchanged sentences
Taxes paid related to net share settlement of equity awards — — ( 404 )
−Removed: Net cash provided by (used in) financing activities 60,522 8,167 ( 575 )
−Removed: Net decrease in cash, cash equivalents and restricted cash ( 45,868 ) ( 49,329 ) ( 2,869 )
+Added: Net cash provided by financing activities 27,928 60,522 8,167
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash 32,054 ( 45,868 ) ( 49,329 )
Cash, cash equivalents and restricted cash at the beginning of the year 20,829 66,697 116,026
2 unchanged sentences
Interest paid $ 3,149 $ 2,566 $ 44
−Removed: Income taxes $ 17 $ 194 $ 100
+Added: Income taxes paid $ — $ 17 $ 194
Supplemental non-cash investing and financing activities:
6 unchanged sentences
Total cash, cash equivalents and restricted cash at the end of the period $ 52,883 $ 20,829 $ 66,697
−Removed: This table excludes short-term investments of $ 54.2 million as of December 31, 2024.
−Removed: Total cash, cash equivalents, and short-term investments as of December 31, 2024 were $ 73.5 million.
+Added: This table excludes short-term investments of $ 27.4 million and $ 54.2 million as of December 31, 2025 and 2024, respectively.
+Added: Total cash, cash equivalents, and short-term investments as of December 31, 2025 and 2024 were $ 78.2 million and $ 73.5 million, respectively.
See accompanying notes to consolidated financial statements
5 unchanged sentences
We discover, develop, enhance, and commercialize novel, high performance enzymes and other classes of proteins leveraging our proprietary CodeEvolver directed evolution technology platform.
−Removed: We previously managed our business as two business segments, Performance Enzymes and Novel Biotherapeutics.
−Removed: During the third and fourth quarters of 2023, we made changes to the structure of our organization in connection with the restructuring of our business that we announced in July 2023, including the discontinuation of investment in certain development programs, primarily in our biotherapeutics business, consolidation of operations to our Redwood City, California headquarters, and headcount reduction.
−Removed: In connection with these organizational structure changes, corresponding changes were made to how our business is managed, how results are reported internally and how our Chief Executive Officer (“CEO”), our chief operating decision maker, assesses performance and allocates resources.
−Removed: As a result of these changes, our previous Performance Enzymes and Novel Biotherapeutics operating segments were combined into a single reportable segment.
−Removed: Effective October 1, 2023, the Company's operations are managed and reported to the CEO on a consolidated basis.
−Removed: The CEO assesses performance and allocates resources based on the consolidated results of operations.
−Removed: We believe that these changes better align internal resources to create a more efficient and effective organizational structure.
−Removed: Under this new organizational and reporting structure, we managed our business as one reportable segment since the fourth quarter of 2023.
−Removed: Comparative prior period disclosures that reflected the previous two segments' information have been revised to conform to this change in our reportable segment.
+Added: The Company's operations are managed and reported to the Chief Executive Officer (“CEO”), our chief operating decision maker (“CODM”), on a consolidated basis as one reportable segment.
Basis of Presentation and Summary of Significant Accounting Policies
2 unchanged sentences
and its wholly-owned subsidiaries.
−Removed: The consolidated financial statements include the accounts of Codexis, Inc.
−Removed: and its wholly-owned subsidiaries.
All intercompany balances and transactions have been eliminated in consolidation.
31 unchanged sentences
Product Revenue
−Removed: Product revenue consist of sales of biocatalysts, pharmaceutical intermediates and Codex biocatalyst panels and kits.
+Added: Product revenue consists of sales of biocatalysts, pharmaceutical intermediates and Codex biocatalyst panels and kits.
A majority of our product revenue is made pursuant to purchase orders or supply agreements and is recognized either at a point in time when the control of the product has been transferred to the customer which generally aligns with shipping terms, or over time as the product is manufactured because we have a right to payment from the customer under a binding, non-cancellable purchase order, and there is no alternate use of the product for us as it is specifically made for the customer’s use.
17 unchanged sentences
Our contracts frequently provide customers with rights to use or access our products or technology, along with other promises or performance obligations.
−Removed: We must first determine whether the license is distinct from other promises, such as our promise to manufacture a product.
−Removed: If we determine that the customer cannot benefit from the license without our manufacturing capability, the license will be accounted for as combined with the other performance obligations.
+Added: We evaluate whether the license is distinct from other performance obligations based on whether the customer cannot benefit from the license on its own or together with readily available resources.
+Added: When the license does not have standalone functionality and is interdependent with other promises, such as the receipt of essential enzyme starting materials, the rights to use the license and receipt of materials are treated as combined performance obligations.
+Added: These combined performance obligations are considered interdependent and are recognized upon the later of the commencement of the license right or the transfer of control of the materials to the customer.
If we determine that a license is distinct and has significant standalone functionality, we recognize revenues from a functional license at a point in time when the license is transferred to the customer, and the customer can use and benefit from it.
2 unchanged sentences
If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price.
−Removed: Milestone payments that are not within our control or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.
+Added: Milestone payments that are not within our control or the control of the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.
The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied.
36 unchanged sentences
Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations.
−Removed: Advertising costs were nil , $ 0.3 million, and $ 0.3 million for each of the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Advertising costs were $ 0.1 million, nil , and $ 0.3 million for each of the years ended December 31, 2025, 2024 and 2023, respectively.
Stock-Based Compensation
23 unchanged sentences
This balance is recorded as current restricted cash on the consolidated balance sheets of $ 0.5 million as of December 31, 2025 and 2024.
−Removed: Pursuant to the terms of our lease agreements, we obtained letters of credit collateralized by cash deposit balances of $ 1.1 million as of December 31, 2024 and 2023.
+Added: Pursuant to the terms of our lease agreements, we obtained letters of credit collateralized by cash deposit balances of $ 1.6 million and $ 1.1 million as of December 31, 2025 and 2024, respectively.
These cash deposits balances are recorded as non-current restricted cash on the consolidated balance sheets.
27 unchanged sentences
We maintain an allowance for doubtful accounts based on the expected collectability of all financial assets, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and current economic trends.
−Removed: As of December 31, 2024, we h ad four customers that accounted for 56 % of our ac counts receivable balance.
+Added: As of December 31, 2025, we h ad three customers that accounted for 67 % of our ac counts receivable balance.
As of December 31, 2024, four customers accounted for 56 % of our accounts receivable balance.
38 unchanged sentences
If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
−Removed: For additional information on the impairment charge recorded for the years ended December 31, 2024 and 2023 , s ee Note 8, “Balance Sheet Details” and Note 13, “Commitments and Contingencies.” No impairment charges for long-lived assets were recorded during the year ended December 31, 2022.
+Added: No impairment charges for long-lived assets were recorded during the year ended December 31, 2025.
+Added: For additional information on the impairment charge recorded for the years ended December 31, 2024 and 2023, s ee Note 8, “Balance Sheet Details” and Note 13, “Commitments and Contingencies.”
Investment in Non-Marketable Equity Securities
15 unchanged sentences
If the factors that led to a reduction in valuation are overcome, the valuation may be readjusted.
−Removed: For additional information on the impairment charge recorded for the year ended December 31, 2024 and 2023, s ee Note 6, “Investments in Non-Marketable Securities.”
+Added: For additional information on the impairment charge recorded for the years ended December 31, 2025, 2024 and 2023, see Note 6, “Investments in Non-Marketable Securities.”
Goodwill represents the excess of the consideration transferred over the fair value of net assets of businesses acquired and is assigned to reporting units.
10 unchanged sentences
Any excess carrying amount of goodwill over its fair value is recognized as an impairment.
−Removed: No impairment charges related to goodwill were recognized in 2024.
+Added: No impairment charges related to goodwill were recognized in 2025 and 2024.
We recorded impairment charges related to goodwill of $ 0.8 million for the year ended December 31, 2023.
19 unchanged sentences
As of December 31, 2025 and 2024, we maintain a full valuation allowance in all jurisdictions against the net deferred tax assets as we believe that it is more likely than not that the majority of deferred tax assets will not be realized.
+Added: We account for uncertainty in income taxes by evaluating each tax position to determine whether it is more likely than not that the position will be sustained upon examination by the relevant taxing authority, including the resolution of any related appeals or litigation.
+Added: Tax positions that meet the recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon ultimate settlement.
+Added: It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes.
+Added: We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes.
We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates.
1 unchanged sentence
Any adjustment to the deferred tax asset valuation allowance would be recorded in the statements of operations for the periods in which the adjustment is determined to be required.
−Removed: We account for uncertainty in income taxes as required by the provisions of Accounting Standards Update ( “ ASU ” ) 2009-06, Income Taxes (Topic 740) Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities , which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.
−Removed: The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
−Removed: The second step is to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
−Removed: It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes.
−Removed: We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes.
The Tax Reform Act of 1986 and similar state provisions limit the use of net operating loss (“NOL ” ) carryforwards in certain situations where equity transactions result in a change of ownership as defined by Internal Revenue Code Section 382.
2 unchanged sentences
Recently adopted accounting pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .
−Removed: The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
−Removed: The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The standard should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: The Company adopted ASU No.
−Removed: 2023-07 during the year ended December 31, 2024.
−Removed: For additional information, see Note 15, “Segment, Geographical and Other Revenue Information.”
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures .
+Added: The amendments in the ASU require public companies, on an annual basis, to provide disclosures of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.
+Added: The Company adopted ASU 2023‑09 on a prospective basis during the year ended December 31, 2025.
+Added: The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
+Added: For additional information, see Note 12, “Income Taxes.”
Aside from those recently issued accounting pronouncements adopted and described above and not yet adopted and described below, there have not been any recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2025 that are of significance or potential significance to us.
3 unchanged sentences
Disaggregation of Income Statement Expenses.
−Removed: The amendment in the ASU will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement.
−Removed: This guidance is effective for the Company for fiscal years beginning after December 15, 2026.
+Added: The amendment in the ASU will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement to provide greater transparency into the nature of expense components.
+Added: In January 2025, the FASB issued ASU 2025-01, “ Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date ” to clarify the effective date for non-calendar year-end entities.
+Added: As clarified, this guidance is effective for public business entities for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.
Early adoption is permitted.
We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.
−Removed: In March 2024, the FASB issued ASU No.
−Removed: 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements .
−Removed: The amendments in the ASU amends the FASB Accounting Standard Codification (the “ASC”) to remove references to various concepts statements and impacts a variety of topics in the ASC.
−Removed: This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.
−Removed: We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.
−Removed: In December 2023, FASB issued ASU No.
−Removed: 2023-09, Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures .
−Removed: The amendments in the ASU require public companies, on an annual basis, to provide disclosures of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.
−Removed: This ASU is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.
In October 2023, FASB issued ASU No.
5 unchanged sentences
Early adoption is prohibited.
−Removed: We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.
+Added: We are currently monitoring SEC rulemaking activity and evaluating the potential effects of this standard on our consolidated financial statements and related disclosures.
Revenue Recognition
27 unchanged sentences
Unbilled receivables are classified separately on the consolidated balance sheets as an asset.
−Removed: We maintain an allowance for credit losses on accounts receivables and unbilled receivables.
+Added: We maintain an allowance for credit losses on accounts receivable and unbilled receivables.
As of December 31, 2025, we have $ 1.5 million of short-term unbilled receivables presented as unbilled receivables within current assets and $ 0.3 million of long-term unbilled receivables that is included within the other non-current assets line item in the consolidated balance sheets.
16 unchanged sentences
Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods ( 13 ) 314
+Added: Revenue recognized on performance obligations previously completed upon the customer achieving a milestone 4,700 —
Performance obligations satisfied from new activities in the period - contract revenue 65,350 48,910
6 unchanged sentences
Product revenue $ 640 $ 40 $ 40 $ 280 $ 1,000
+Added: Research and development revenue 6,369 — — — 6,369
+Added: Total $ 7,009 $ 40 $ 40 $ 280 $ 7,369
Net Loss per Share
−Removed: Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding, less restricted stock awards ( “ RSAs ” ) subject to forfeiture.
+Added: Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding, less RSAs subject to forfeiture.
Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock shares outstanding, less RSAs subject to forfeiture, plus all additional common shares that would have been outstanding, assuming dilutive potential common stock shares had been issued for other dilutive securities.
8 unchanged sentences
Total potentially dilutive securities 11,597 14,037 9,028
−Removed: (1) Included 665,160 and 568,224 of anti-dilutive potential common shares from ESPP for the years ended December 31, 2024 and 2023, respectively.
+Added: (1) Included 541,616 , 665,160 , and 568,224 of anti-dilutive potential common shares from ESPP for the years ended December 31, 2025, 2024, 2023, respectively.
(2) Pertains to the warrants issued in connection with the Innovatus Loan.
2 unchanged sentences
Merck Sitagliptin Catalyst Supply Agreement
−Removed: In February 2012, we entered into a five-year Sitagliptin Catalyst Supply Agreement (“Sitagliptin Supply Agreement”) with Merck whereby Merck may obtain commercial scale enzyme for use in the manufacture of Januvia, its product based on the active ingredient sitagliptin.
−Removed: In December 2015, Merck exercised its options under the terms of the Sitagliptin Supply Agreement to extend the agreement for an additional five years through February 2022.
−Removed: In September 2021, the Sitagliptin Supply Agreement was amended to extend the agreement through December 2026.
−Removed: Effective as of January 2016, we and Merck amended the Sitagliptin Supply Agreement to prospectively provide for variable pricing based on the cumulative volume of sitagliptin enzyme purchased by Merck.
−Removed: We have previously determined that the variable pricing, which provides a discount based on the cumulative volume of sitagliptin enzyme purchased by Merck, provides Merck material rights and we recognized product revenues using the alternative method wherein we estimated the total expected consideration and allocated it proportionately with the expected sales.
−Removed: Pursuant to the latest amendment of the Sitagliptin Supply Agreement, we have determined that the latest price per volume of sitagliptin enzyme to be purchased by Merck no longer provides Merck material rights, and as such we are recognizing product revenue based on contractually stated prices effective as of February 2022.
+Added: In February 2012, we entered into a five-year Sitagliptin Catalyst Supply Agreement (the “Sitagliptin Supply Agreement”) with Merck Sharp & Dohme LLC (“Merck”) whereby Merck may obtain commercial scale enzyme for use in the manufacture of Januvia, its product based on the active ingredient sitagliptin.
+Added: In December 2015, Merck exercised its options under the terms of the Sitagliptin Supply Agreement to extend the agreement for an additional five years through February 2022, and the agreement was further amended in September 2021 to continue through December 2026.
+Added: In May 2025, the Sitagliptin Supply Agreement was amended to extend the agreement through December 2034.
+Added: Effective January 2016, we and Merck amended the Sitagliptin Supply Agreement to implement variable pricing based on Merck’s cumulative purchase volumes of sitagliptin enzyme.
+Added: We have previously determined that this variable pricing provided Merck with material rights, and we recognized product revenues using the alternative method wherein we estimated the total expected consideration and allocated it proportionately with the expected sales.
+Added: Pursuant to the amendment of the Sitagliptin Supply Agreement in September 2021, we have determined that the latest price per volume of sitagliptin enzyme to be purchased by Merck no longer provides Merck material rights, and as such we have recognized product revenue based on contractually stated prices effective as of February 2022.
We recognized $ 0.4 million, $ 7.1 million and $ 4.4 million in product revenue under this agreement in the years ended December 31, 2025, 2024 and 2023, respectively.
−Removed: This represented 12 %, 6 %, and 4 % of our total revenues in the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: During the year ended December 31, 2024, we recorded revenue of $ 2.5 million from sitagliptin enzyme sales that were recognized over time based on the progress of the manufacturing process.
−Removed: These products will be shipped within the three-month period following the end of 2024.
−Removed: Enzyme Supply Agreement and Commercial Agreement
−Removed: In November 2016, we entered into an enzyme supply agreement with a customer, receiving an upfront payment recorded as deferred revenue which was recognized as the customer purchased our enzyme.
−Removed: In April 2019, we entered into a multi-year commercial agreement with the same customer for the exclusive use of our enzymes in some of their products, with royalties to be earned.
−Removed: Both the enzyme supply agreement and commercial agreement were terminated in 2023.
−Removed: Due to the early termination of the enzyme supply agreement in 2023, we recognized $ 3.2 million of product revenue from the release of prior periods' product revenue deferrals and also recognized an additional $ 1.3 million of product revenue as settlement fee.
−Removed: Strategic Collaboration Agreement
−Removed: In October 2017, we entered into the Nestlé Strategic Collaboration Agreement (the “Nestlé SCA”) with Nestlé, pursuant to which we and Nestlé collaborated to leverage the CodeEvolver technology platform to develop novel enzymes for Nestlé’s established Consumer Care and Medical Nutrition business areas.
+Added: Merck Technology Transfer and License Agreements
+Added: In May 2025, we entered into a license agreement that provides Merck with limited rights to use our proprietary enzyme technology to enable the manufacture of essential enzyme materials for sitagliptin production under the existing Sitagliptin Supply Agreement.
+Added: In connection with this agreement, we received a one-time, non-refundable license payment of $ 2.5 million, which we recognized as research and development revenue upon transfer of control of the licensed technology in the second quarter of 2025.
+Added: The license agreement did not modify the rights, obligations, or pricing terms under the Sitagliptin Supply Agreement, which continues to govern the commercial supply of sitagliptin enzymes.
+Added: In October 2025, we entered into a Technology Transfer Agreement with Merck (the “Merck TTA”), as amended in December 2025, pursuant to which Merck made a one-time non-refundable and non-creditable payment of $ 37.8 million, which we received during the fourth quarter of 2025, in exchange for rights to access and use essential enzyme starting materials and license to related intellectual property for supply assurance purposes.
+Added: Pursuant to the Merck TTA, as amended, our performance obligation consists of transferring the essential enzyme materials to the Merck‑authorized facility.
+Added: Upon delivery, Merck obtains control of both the materials and the associated intellectual property rights, consistent with the terms of the Merck TTA.
+Added: Because the license conveys a right to use existing intellectual property that does not require ongoing or future development activities, we determined that the obligation is satisfied at a point in time.
+Added: Accordingly, we recognized $ 31.5 million in research and development revenue in the year ended December 31, 2025, when we fulfilled part of our obligation to deliver the materials and Merck obtained control of the licensed intellectual property.
+Added: As of December 31, 2025, we had $ 6.3 million in deferred revenue related to the remaining materials expected to be delivered in the first quarter of 2026.
+Added: Nestlé Strategic Collaboration Agreement and Development Agreement
+Added: In October 2017, we entered into the Nestlé Strategic Collaboration Agreement (the “Nestlé SCA”) with Nestlé Health Science (“Nestlé”), pursuant to which we and Nestlé collaborated to leverage the CodeEvolver technology platform to develop novel enzymes for Nestlé’s established Consumer Care and Medical Nutrition business areas.
In January 2020, we entered into a development agreement with Nestlé pursuant to which we and Nestlé collaborated to advance a lead candidate discovered through our Nestlé SCA, CDX-7108, targeting exocrine pancreatic insufficiency, into preclinical and early clinical studies.
−Removed: We, together with Nestlé Health Science, initiated a Phase 1 clinical trial of CDX-7108 in the fourth quarter of 2021, and on February 23, 2023, we and Nestlé announced interim results.
+Added: We, together with Nestlé Health Science, initiated a Phase 1 clinical trial of CDX-7108 in the fourth quarter of 2021, and in February 2023, we and Nestlé announced interim results.
In July 2023, we announced plans to discontinue our development support of CDX-7108.
−Removed: Both the Nestlé SCA and development agreement were terminated in January 2024 under the terms of the CDX-7108 Acquisition Agreement with Nestlé.
−Removed: Under the Nestlé SCA and the development agreement, we recognized nil , $ 4.1 million and $ 7.1 million in research and development revenue in the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: Acquisition Agreement
+Added: In January 2024, both the Nestlé SCA and development agreement were terminated under the terms of the CDX-7108 Acquisition Agreement with Nestlé.
+Added: No revenue was recognized under the Nestlé SCA and the development agreement during the years ended December 31, 2025 and 2024.
+Added: We recognized $ 4.1 million in research and development revenue under these agreements in the year ended December 31, 2023.
+Added: Nestlé CDX-7108 Acquisition Agreement
In December 2023 , we entered into an acquisition agreement (the “Acquisition Agreement”) with Nestlé, pursuant to which we agreed to assign our interests in CDX-7108 (including associated agreements and intellectual property rights) to Nestlé.
−Removed: Under the terms of the Acquisition Agreement, Nestlé will be solely responsible for the continued development and commercialization of CDX-7108, including all associated costs, and Codexis will receive upfront payment, future potential milestone payments and net-sales based royalties.
+Added: Under the terms of the Acquisition Agreement, Nestlé will be solely responsible for the continued development and commercialization of CDX-7108, including all associated costs, and Codexis will receive an upfront payment, future potential milestone payments and net-sales based royalties.
We recognized $ 5.0 million in research and development revenue f or the year ended December 31, 2023 related to the Acquisition Agreement, with the $ 5.0 million upfront fee received in January 2024.
−Removed: Platform Technology Transfer and License Agreement
−Removed: In May 2019, we entered into the Novartis CodeEvolver Agreement with Novartis.
+Added: Novartis Platform Technology Transfer and License Agreement
+Added: In May 2019, we entered into a Platform Technology Transfer and License Agreement (the “Novartis CodeEvolver
+Added: Agreement”) with Novartis Pharma AG (“Novartis”).
The Novartis CodeEvolver Agreement allows Novartis to use our proprietary CodeEvolver technology platform in the field of human healthcare.
In July 2021, we announced the completion of the technology transfer period during which we transferred our proprietary CodeEvolver technology platform to Novartis (the “Technology Transfer Period”).
−Removed: As a part of this technology transfer, we provided to Novartis our proprietary enzymes, proprietary protein engineering protocols and methods, and proprietary software algorithms.
−Removed: In addition, our teams and Novartis scientists participated in technology training sessions and collaborative research projects at our laboratories in Redwood City, California and at a designated Novartis laboratory in Basel, Switzerland.
−Removed: Novartis has now installed the CodeEvolver technology platform at its designated laboratory.
−Removed: Pursuant to the agreement, we received an upfront payment of $ 5.0 million shortly after the effective date of the Novartis CodeEvolver Agreement.
−Removed: We completed the second technology milestone transfer under the agreement in 2020 and received a milestone payment of $ 4.0 million.
−Removed: We have also received an aggregate of $ 5.0 million for the completion of the third technology milestone in 2021.
−Removed: In consideration for the continued disclosure and license of improvements to the technology and materials during a multi-year period that began on the conclusion of the Technology Transfer Period (the “Improvements Term”), Novartis will pay Codexis annual payments over four years which amount to an additional $ 8.0 million in aggregate.
−Removed: We received an aggregate of $ 6.0 million for the first three annual payments in 2022 to 2024.
+Added: Pursuant to the agreement, we received a $ 5.0 million upfront payment, a $ 4.0 million milestone payment upon completion of the second technology milestone in 2020, and an aggregate of $ 5.0 million payment for the completion of the third technology milestone in 2021.
+Added: In consideration for the continued disclosure and license of improvements to the technology and materials during a multi-year period that began on the conclusion of the Technology Transfer Period (the “Improvements Term”), Novartis will pay us $ 8.0 million in aggregate annual payments over a four-year period, all of which were received from 2022 through 2025.
The Company also has the potential to receive quantity-dependent, usage payments for each API that is manufactured by Novartis using one or more enzymes that have been developed or are in development using the CodeEvolver technology platform during the period beginning on the conclusion of the Technology Transfer Period and ending on the expiration date of the last to expire licensed patent.
−Removed: Revenue for the combined initial license and technology transfer performance obligation was recognized overtime based on hours incurred.
−Removed: Revenue allocated to improvements made during the Improvements Term is being recognized during the Improvements Term.
−Removed: We rec ognized $ 1.0 million , $ 1.1 million and $ 1.0 million in research and development revenue in the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: License Agreement
−Removed: In December 2019, we entered a license agreement with Roche to provide Roche with our evolved T4 DNA ligase high-performance molecular diagnostic enzyme.
+Added: Revenue for the combined initial license and technology transfer performance obligation was recognized over time based on hours incurred, and revenue allocated to improvements made during the Improvements Term is being recognized during the Improvements Term.
+Added: Under the Novartis CodeEvolver Agreement, we rec ognized $ 0.6 million , $ 1.0 million and $ 1.1 million in research and development revenue in the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: Roche License Agreements
+Added: In December 2019, we entered into a license agreement with Roche to provide Roche with our evolved T4 DNA ligase high-performance molecular diagnostic enzyme.
The royalty bearing license grants Roche worldwide rights to include the evolved T4 DNA ligase in its nucleic acid sequencing products and workflows.
−Removed: Under the license agreement, we received an initial collaboration fee payment of $ 0.8 million within 45 days of the effective date of the agreement, and we received an additional $ 0.9 million milestone payment after the completion of technology transfer in October 202 0.
+Added: We received an upfront collaboration fee payment of $ 0.8 million following the execution of the agreement, and we received an additional $ 0.9 million milestone payment after the completion of technology transfer in October 202 0.
In February 2024, we entered into a new license agreement with Roche granting them rights to our newly engineered DNA ligase, superseding our prior 2019 agreement.
−Removed: Under the terms of the deal, we received upfront and technical milestones payments.
−Removed: We recognized research and development fees of $ 6.0 million in the year ended December 31, 2024 related to the license agreement.
−Removed: Strategic Collaboration and License Agreement
+Added: Under the new agreement, we received upfront and technical milestones payments.
+Added: We recognized $ 6.0 million in research and development revenue in the year ended December 31, 2024 related to this license agreement.
+Added: Takeda Strategic Collaboration and License Agreement
In March 2020, we entered into a Strategic Collaboration and License Agreement (the “Takeda Agreement”) with Shire Human Genetic Therapies, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Co.
−Removed: (“Takeda”), pursuant to which we have collaborated with Takeda to research and develop protein sequences for use in gene therapy products for certain diseases in accordance with each applicable program plan.
−Removed: On execution of the Takeda Agreement, we received an upfront non-refundable cash payment of $ 8.5 million and we initiated activities under three program plans for Fabry Disease, Pompe Disease, and an undisclosed blood factor deficiency, respectively (the “Initial Programs”).
+Added: (“Takeda”), to research and develop protein sequences for potential use in gene therapy products for certain diseases in accordance with each applicable program plan.
+Added: On execution of the Takeda Agreement, we received an upfront non-refundable cash payment of $ 8.5 million and we initiated activities under three initial program plans for Fabry Disease, Pompe Disease, and an undisclosed blood factor deficiency, respectively.
In May 2021, Takeda elected to exercise its option to initiate an additional program for a certain undisclosed rare genetic disorder;
1 unchanged sentence
We completed the research and development services relating to the fourth program with Takeda during the second quarter of 2023.
−Removed: Pursuant to the Takeda Agreement, we were eligible to receive other payments that included ( i) clinical development and commercialization-based milestones, per target gene, of up to $ 104.0 million and (ii) tiered royalty payments based on net sales of applicable products at percentages ranging from the mid-single digits to low single-digits.
−Removed: Takeda announced in April 2023 the discontinuation of these development programs, and in 2024 we divested our rights in some of the underlying assets to Crosswalk Therapeutics.
Revenue relating to the functional licenses provided to Takeda was recognized at a point in time when the control of the license transferred to the customer.
−Removed: We recognized research and development revenue related to the Takeda Agreement of $ 0.8 million, $ 2.0 million and $ 4.9 million in the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: As of December 31, 2024 and 2023, we had deferred revenue balances of nil .
−Removed: Master Collaboration and Research Agreement, Stock Purchase Agreement and Enzyme Supply Agreement
−Removed: In June 2020, we entered into a Stock Purchase Agreement with MAI in which we purchased 1,587,050 shares of MAI's Series A preferred stock for $ 1.0 million.
−Removed: Concurrently with our initial equity investment, we entered into the MAI Agreement, pursuant to which we performed services utilizing our CodeEvolver technology platform to improve DNA polymerase enzymes in exchange for compensation in the form of additional shares of MAI's Series A and B preferred stock which are valued based on the observed transaction price of similar securities of MAI issued to third parties.
−Removed: Under the MAI Agreement, we will have the right to use and sell the engineered enzymes to third parties for any purpose other than for the synthesis of native DNA.
−Removed: Under the MAI Agreement, we would make a $ 0.5 million payment to MAI upon our achievement of a milestone of $ 5.0 million in aggregate commercial sales to third parties of the engineered enzymes or any product incorporating or derived from the engineered enzymes for any purpose other than the synthesis of native DNA.
−Removed: As contemplated in the MAI Agreement, we executed the Commercial License and Enzyme Supply Agreement with MAI (“MAI Supply Agreement”) in July 2022 following the completion of certain timelines specified in the SOW.
−Removed: W e completed the R&D service with MAI pursuant to the MAI Agreement during the first quarter of 2022.
−Removed: In December 2021, we received the primary milestone payment pursuant to the MAI Agreement of $ 1.0 million in the form of an additional 1,587,049 shares of MAI Series B preferred stock.
−Removed: Upon execution of the MAI Supply Agreement in July 2022, we received the commercialization and enzyme supply agreement milestone payment pursuant to the MAI Agreement of $ 1.0 million in the form of an additional 1,587,049 shares of MAI Series B preferred stock.
−Removed: Pursuant to the MAI Agreement, we recognized nil , nil , and $ 1.2 million in research and development revenue from transactions with MAI in the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: Payment for the services rendered was received in the form of additional MAI Series A and Series B preferred stock.
−Removed: We received an aggregate of nil , nil , and 1,587,049 shares of MAI's Series A and B preferred stock in the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: In April 2022, we received a purchase order from MAI for the delivery of certain enzyme products to MAI in 2022.
−Removed: In July 2022, we and MAI executed the MAI Supply Agreement that will enable MAI to utilize an evolved terminal deoxynucleotidyl transferase enzyme in MAI’s Fully Enzymatic Synthesis technology.
−Removed: Pursuant to the MAI Supply Agreement, we recognized $ 0.1 million of minimum royalty as part of the research and development revenue in the year ended December 31, 2024.
−Removed: In January 2025, MAI assigned the MAI Supply Agreement to a third party in connection with the sale of its related assets to such third party.
−Removed: We recognized $ 0.2 million, $ 0.2 million, and $ 0.5 million in product revenue in the years ended December 31, 2024, 2023, and 2022, respectively .
−Removed: MAI was considered a related party until August 2022, when the related party relationship ended following the retirement of our former President and CEO, who also served on MAI’s board of directors.
+Added: Pursuant to the Takeda Agreement, we were eligible to receive other payments that included ( i) clinical development and commercialization-based milestones, per target gene, and (ii) tiered royalty payments based on net sales of applicable products at percentages ranging from the mid-single digits to low single-digits.
+Added: In April 2023, Takeda announced the discontinuation of these development programs, and in 2024 we divested our rights in some of the underlying assets to Crosswalk Therapeutics.
+Added: No revenue was recognized under the Takeda Agreement during the year ended December 31, 2025.
+Added: We recognized research and development revenue under this agreement of $ 0.8 million and $ 2.0 million in the years ended December 31, 2024 and 2023, respectively.
+Added: Enzyme Supply Agreement and Commercial Agreement
+Added: In November 2016, we entered into an enzyme supply agreement with a customer, receiving an upfront payment recorded as deferred revenue which was recognized as the customer purchased our enzyme.
+Added: In April 2019, we entered into a multi-year commercial agreement with the same customer for the exclusive use of our enzymes in some of their products, with royalties to be earned.
+Added: Both the enzyme supply agreement and commercial agreement were terminated in 2023.
+Added: Due to the early termination of the enzyme supply agreement in 2023, we recognized $ 3.2 million of product revenue from the release of prior periods' product revenue deferrals and also recognized an additional $ 1.3 million of product revenue as settlement fee.
Pfizer Enzyme Supply Agreement
−Removed: During 2021 and 2022, we received purchase orders from Pfizer for large quantities of our proprietary enzyme product, CDX-616, for use by Pfizer in the manufacture of a critical intermediate for its proprietary active pharmaceutical ingredient, nirmatrelvir, used by Pfizer in combination with the active pharmaceutical ingredient ritonavir, as its PAXLOVID (nirmatrelvir tablets;
−Removed: ritonavir tablets) product for the treatment of COVID-19 infections in humans.
−Removed: We are a party to an Enzyme Supply Agreement with Pfizer Ireland Pharmaceuticals, a subsidiary of Pfizer, Inc.
−Removed: (the “Pfizer Supply Agreement”), covering the manufacture, sale and purchase of CDX-616 for use by Pfizer in the manufacture of nirmatrelvir.
−Removed: Under the terms of the Pfizer Supply Agreement, Pfizer paid us a fee of $ 25.9 million in August 2022 which was recorded as deferred revenue.
−Removed: Pursuant to the agreement, 90 % of the fee ($ 23.3 million) is creditable against (i) future orders of CDX-616 used to manufacture its PAXLOVID with shipment dates prior to December 31, 2023, and (ii) fees associated with any new development and licensing agreements with Pfizer entered into prior to April 4, 2023.
−Removed: On March 31, 2023, we entered into a license agreement whereby Pfizer utilized a portion of the $ 23.3 million credit towards a license to develop future product candidates, for which we recognized $ 5.0 million as non-cash research and development revenue in the second quarter of 2023.
−Removed: Pfizer's ability to utilize the credit under item (i) above expired on December 31, 2023, and under item (ii) above expired on April 4, 2023.
−Removed: We also recognized $ 2.0 million of non-cash research and development revenue, and credited against the $ 25.9 million fee, for other services provided to Pfizer during the year ended December 31, 2023.
−Removed: Up to 50 % of any portion of the $ 25.9 million which has not been credited under items (i) and (ii) was creditable against future orders of CDX-616 used to manufacture PAXLOVID with shipment dates in 2024.
−Removed: On December 20, 2024, we entered into a license agreement whereby Pfizer utilized the remaining credit toward the upfront fee under the license agreement, pursuant to the terms of the same-day amendment to the Pfizer Supply Agreement that allowed the product credit to be utilized for this license.
−Removed: We recognized $ 9.5 million of non-cash research and development revenue in the year ended December 31, 2024 related to the license agreement, and no further credit remains available for Pfizer.
+Added: During 2021 and 2022, we received significant purchase orders from Pfizer Inc.
+Added: (“Pfizer”) for CDX-616, our proprietary enzyme product used in the manufacture of nirmatrelvir, a key component of Pfizer’s PAXLOVID product for the treatment of COVID-19 infections in humans.
+Added: We supplied the CDX‑616 enzymes under an Enzyme Supply Agreement with Pfizer Ireland Pharmaceuticals, a subsidiary of Pfizer (the “Pfizer Supply Agreement”).
+Added: Under the terms of the Pfizer Supply Agreement, Pfizer paid us a fee of $ 25.9 million in August 2022, which was initially recorded as deferred revenue.
+Added: Pursuant to the agreement, 90 % of the fee ($ 23.3 million) was creditable toward (i) qualifying CDX-616 orders shipped through December 31, 2023, and (ii) fees associated with new development or licensing agreements with Pfizer entered into before April 4, 2023.
+Added: On March 31, 2023, we entered into a license agreement whereby Pfizer utilized a portion of the $ 23.3 million credit, for which we recognized $ 5.0 million as non-cash research and development revenue in the second quarter of 2023.
+Added: We also recognized $ 2.0 million of non-cash research and development revenue, and credited against the $ 25.9 million fee, for other services provided to Pfizer in 2023.
+Added: Credits under item (i) above expired on December 31, 2023, and credits under item (ii) above expired on April 4, 2023.
During the fourth quarter of 2023, and pursuant to the Pfizer Supply Agreement, we released the prior year deferrals for the unused portion of the retainer fee that is not creditable beyond 2023 and we recognized product revenue of $ 8.2 million in the year ended December 31, 2023.
−Removed: We recognized product revenue of $ 75.4 million in the year ended December 31, 2022, from the sale of quantities of CDX-616 to Pfizer.
−Removed: Product revenues recognized by us from the Pfizer Supply Agreement represented 0 %, 12 %, and 54 % of our total revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: As of December 31, 2024 and 2023 , we had nil and $ 9.5 million, respectively, in deferred revenue related to the $ 25.9 million fee received from Pfizer.
+Added: In December 2024, Pfizer applied the remaining available credit toward an upfront license fee under a new agreement, resulting in $ 9.5 million of non-cash research and development revenue in the year ended December 31, 2024, and no further credit remains available for Pfizer.
Investments in Non-Marketable Securities
Non-Marketable Equity Securities
−Removed: Our non-marketable equity securities are investments in privately held companies without readily determinable market value and primarily relate to our investments in MAI and seqWell.
+Added: Our non-marketable equity securities are investments in privately held companies without readily determinable market value and primarily relate to our investments in seqWell Inc.
+Added: (“seqWell”) and other investments in non-marketable equity securities.
These investments are accounted for under the measurement alternative and are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes for identical or similar securities of the same issuer.
2 unchanged sentences
We adjust the carrying value of non-marketable equity securities which have been remeasured during the period and recognize resulting gains or losses as a component interest and other expense, net in the consolidated statements of operations.
−Removed: In November 2023, the 207,070 shares of Arzeda’s Series B preferred stock were converted into 41,414 common stock pursuant to the Stock Purchase Agreement.
−Removed: In March 2023, we purchased an additional 985,545 shares of Series B preferred stock for $ 0.8 million in MAI, a privately held life sciences company .
−Removed: As of December 31, 2024 , we held an aggregate of 19,277,914 shares of MAI's Series A and B preferred stock that we have earned or purchased from MAI.
In March 2022, we entered into a Stock Purchase Agreement with seqWell, a privately held life sciences company, pursuant to which we purchased 1,000,000 shares of seqWell's Series C preferred stock for $ 5.0 million.
4 unchanged sentences
As of December 31, 2025, we held an aggregate of 1,088,256 shares of Series C and C-1 preferred stock, 205,279 shares of common stock and 44,128 of common stock warrants that we have earned or purchased from seqWell.
+Added: For the year ended December 31, 2025, we recognized a $ 0.3 million impairment charge on a non-marketable equity investment after concluding that the investee’s ongoing liquidity challenges and lack of near-term financing or cash flows warranted a reduction in the investment’s carrying value.
+Added: The impairment reduced the carrying value of our investment to zero and is included within interest and other expense, net in the consolidated statements of operations,
For the year ended December 31, 2024, we recognized an impairment charge of $ 6.9 million which is presented within interest and other expense, net in the consolidated statements of operations.
−Removed: This adjustment included the write-down of our investment in MAI by $ 3.9 million during the third quarter of 2024 to its related fair value as determined based on valuation methods using the latest observed transaction price of MAI’s preferred stock securities anticipated to be issued during the fourth quarter of 2024 and adjusted for the rights and obligations of the preferred stock securities the Company holds, and an additional $ 2.8 million impairment charge during the fourth quarter of 2024 to adjust the carrying value of our investment to zero as the investee ceased its operations during the fourth quarter of 2024 due to liquidity position and lack of access to additional capital .
+Added: This adjustment included the write-down of our investment in Molecular Assemblies, Inc.
+Added: (“MAI”) by $ 3.9 million during the third quarter of 2024 to its related fair value as determined based on valuation methods using the latest observed transaction price of MAI’s preferred stock securities anticipated to be issued during the fourth quarter of 2024 and adjusted for the rights and obligations of the preferred stock securities the Company holds, and an additional $ 2.8 million impairment charge during the fourth quarter of 2024 to adjust the carrying value of our investment in MAI to zero as the investee ceased its operations during the fourth quarter of 2024 due to liquidity position and lack of access to additional capital .
The other $ 0.2 million of impairment charge on our investment in seqWell is related to the write-down to its estimated fair value using the recent transaction price of similar preferred stock securities issued by the investee and adjusted for the rights and obligations of the preferred stock securities the Company holds.
−Removed: For the year ended December 31, 2023, we recognized an impairment charge of $ 12.2 million and included this as adjustment to the carrying value of our investments in seqWell, Arzeda and MAI.
+Added: For the year ended December 31, 2023, we recognized an impairment charge of $ 12.2 million and included this as adjustment to the carrying value of our investments in seqWell, MAI and Arzeda Corp (“Arzeda”).
This adjustment, which is presented within other income (expense), net in the consolidated statements of operations, included the write-down of the carrying value of our investment in seqWell by $ 3.0 million during the third quarter of 2023 to its estimated fair value as determined based on valuation methods using the recent transaction price of similar preferred stock securities issued by seqWell and adjusted for the rights and obligations of the preferred stock securities the Company holds.
2 unchanged sentences
This analysis involved use of judgment, estimates and assumptions, such as the near-term prospects of the investee in the market in which it operates, evaluation of the investee’s financial condition in relation to its outstanding obligations, and probabilities of securing additional capital through various alternative scenarios.
−Removed: For the year ended December 31, 2022, we recogniz ed a $ 0.2 million u nrealized gain in interest and other expense, net, and included as adjustment to the carrying value of our investment in MAI, for the remeasurement of the additional 1,587,049 shares of Series B preferred stock received as a milestone payment during the third quarter of 2022 based on the latest observed transaction price of MAI's preferred stock.
Other than as disclosed above, there were no remeasurement events for our investments in non-marketable equity securities in 2025 and 2024 .
18 unchanged sentences
Total $ 78,201 $ 8 $ — $ 78,209 $ 50,793 $ 27,416
−Removed: (1) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments uses inputs that are either directly or indirectly observable for the asset through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
December 31, 2024
2 unchanged sentences
Money market funds 15,980 — — 15,980 15,980 —
+Added: Level 2 (1) :
+Added: Commercial paper 6,768 1 — 6,769 — 6,769
+Added: Corporate debt 17,187 8 ( 15 ) 17,180 — 17,180
+Added: agency securities 1,989 2 — 1,991 — 1,991
+Added: treasury securities 28,198 56 — 28,254 — 28,254
+Added: Subtotal 54,142 67 ( 15 ) 54,194 — 54,194
Total $ 73,406 $ 67 $ ( 15 ) $ 73,458 $ 19,264 $ 54,194
+Added: (1) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments use inputs that are either directly or indirectly observable for the asset through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
We limit the credit risk associated with our cash equivalents and short-term investments by placing them with banks and institutions we believe are highly credit-worthy and investing in highly-rated investments.
As of December 31, 2025, the contractual maturity of all investments held was less than one year.
−Removed: During the years ended December 31, 2024 and 2023, we did no t recognize any significant credit losses no r other-than-temporary impairment losses on non-marketable securities.
+Added: During the years ended December 31, 2025 and 2024, we did no t recognize any significant credit losses no r other-than-temporary impairment losses on our short-term investments.
Balance Sheet Details
Inventories consisted of the following (in thousands):
−Removed: Raw materials $ — $ 108
Work in process $ — $ 29
29 unchanged sentences
Total depreciation expense $ 5,097 $ 4,845 $ 5,518
−Removed: Goodwill at beginning of period
−Removed: $ 2,463 $ 3,241
−Removed: Impairment — ( 778 )
−Removed: Goodwill at end of period
−Removed: $ 2,463 $ 2,463
Goodwill was previously allocated to each of the Company's reporting units.
−Removed: In July 2023, we announced a restructuring of our business and that we are discontinuing investment in certain development programs, primarily in Novel Biotherapeutics.
+Added: In July 2023, we announced a restructuring of our business and that we were discontinuing investment in certain development programs, primarily in Novel Biotherapeutics.
As a result of this plan, the Company determined that a triggering event had occurred that required an interim goodwill impairment test during the third quarter of 2023.
The fair value estimate used in the interim goodwill impairment test was primarily based on Level 3 inputs in the fair value hierarchy.
−Removed: Based on the results of the impairment evaluation, the Company determined that the goodwill within the Novel Biotherapeutics reporting unit was impaired, which resulted in a non-cash impairment charge of $ 0.8 million to write off all of the associated goodwill.
+Added: Based on the results of the impairment evaluation, the Company determined that the goodwill within the Novel Biotherapeutics reporting unit was impaired, which resulted in a non-cash impairment charge of $ 0.8 million to write off all the associated goodwill.
The impairment charge is recorded within the asset impairment and other charges in the consolidated statements of operation in the year ended December 31, 2023 .
+Added: During the years ended December 31, 2025 and 2024, we had no impairment charges related to goodwill.
Goodwill had a carrying value of $ 2.5 million as of December 31, 2025 and 2024, respectively.
8 unchanged sentences
Equity Incentive Plans
−Removed: In August 2024, our Board of Directors (the “Board”) approved the 2024 Employment Inducement Award Plan (the “2024 Inducement Plan”) which provides for the grant of non-qualified stock options, RSAs, restricted stock units (“RSUs”), and performance awards to eligible employees with respect to an aggregate of up to 1,000,000 shares of our common stock.
−Removed: In January 2023, our Board approved the 2022 Employment Inducement Award Plan (the “2022 Inducement Plan”) which provides for the grant of non-qualified stock options, RSAs, RSUs, performance awards, other stock awards and dividend equivalents to eligible employees with respect to an aggregate of up to 2,000,000 shares of our common stock.
−Removed: In June 2023, the 2022 Inducement Plan was terminated upon the approval of an amendment to the Company's 2019 Incentive Award Plan (the “2019 Plan”) at the Annual Meeting of Stockholders in June 2023 (the “2023 Annual Meeting”).
−Removed: In 2019, the Board and stockholders approved the 2019 Plan.
+Added: In 2019, our Board of Directors (the “Board”) and stockholders approved the Company's 2019 Incentive Award Plan (the “2019 Plan”).
The 2019 Plan superseded and replaced in its entirety our 2010 Equity Incentive Plan (the “2010 Plan”) which was effective in March 2010, and no further awards will be granted under the 2010 Plan;
6 unchanged sentences
The 2019 Amended Plan included the (i) increase in the number of shares available by 8,000,000 shares, such that an aggregate of 15,897,144 shares are reserved for issuance under the 2019 Amended Plan and any shares subject to awards granted under the 2010 Plan, and (ii) increase in the number of shares that may be granted as incentive stock options under the 2019 Amended Plan such that an aggregate of 22,000,000 shares of common stock may be granted as incentive stock options under the 2019 Amended Plan.
−Removed: As of December 31, 2024, total shares remaining available for issuance under the 2019 Plan and 2024 Inducement Plan were 3,937,070 s hares.
+Added: In April 2025, our Board approved the second amendment to the 2019 Plan which amendment became effective upon stockholders' approval at the Annual Meeting of the Company’s stockholders in June 2025.
+Added: The second amendment provided for an increase in the number of shares authorized and available for issuance under the 2019 Plan by 8,000,000 shares, resulting in an increase to the total shares authorized and available for issuance under the 2019 Plan from 15,897,144 shares to 23,897,144 shares.
+Added: In January 2023, our Board approved the 2022 Employment Inducement Award Plan (the “2022 Inducement Plan”) which provides for the grant of non-qualified stock options, RSAs, RSUs, performance awards, other stock awards and dividend equivalents to eligible employees with respect to an aggregate of up to 2,000,000 shares of our common stock.
+Added: In June 2023, the 2022 Inducement Plan was terminated upon the approval of an amendment to the 2019 Plan at the Annual Meeting of Stockholders in June 2023.
+Added: In August 2024, our Board approved the 2024 Employment Inducement Award Plan (the “2024 Inducement Plan”) which provides for the grant of non-qualified stock options, RSAs, RSUs, and performance awards to eligible employees with respect to an aggregate of up to 1,000,000 shares of our common stock.
+Added: As of December 31, 2025, the number of total shares remaining available for issuance under the 2019 Plan and 2024 Inducement Plan was 12,329,669 shares.
Employee Stock Purchase Plan
−Removed: In April 2023, the Board approved an employee stock purchase plan (as may be amended from time to time, the “ESPP”) which became effective upon approval at the 2023 Annual Meeting.
+Added: In April 2023, our Board approved an employee stock purchase plan (as may be amended from time to time, the “ESPP”) which became effective upon approval at the 2023 Annual Meeting.
The ESPP allows eligible employees of the Company to purchase shares of our common stock through payroll deductions.
Offering periods are generally over a 24 -month period and begin in May and November of each year.
−Removed: The per share purchase price will be the lower of 85 % of the closing trading price per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85 % of the closing trading price per share on the purchase date.
+Added: The per share purchase price will be the lower of 85 % of the closing trading price
+Added: per share of our common stock on the first trading date of an offering period in which a participant is enrolled or 85 % of the closing trading price per share on the purchase date.
Participant purchases are limited to a maximum of $ 25,000 of fair value of our stock per calendar year.
1 unchanged sentence
The first offering period of the ESPP commenced in December 2023.
−Removed: For the year ended December 31, 2024, 263,157 shares of our common stock were purchased under the ESPP.
+Added: For the years ended December 31, 2025 and 2024, 277,577 and 263,157 shares of our common stock were purchased under the ESPP, respectively.
As of December 31, 2025, 1,459,266 shares of common stock were available for future issuance under the ESPP.
−Removed: We recognized $ 0.3 million of stock-based compensation expenses related to the ESPP for the year ended December 31, 2024.
+Added: We recognized $ 0.4 million and $ 0.3 million of stock-based compensation expenses related to the ESPP for the years ended December 31, 2025, and 2024, respectively.
As of December 31, 2025, the total unrecognized stock-based compensation expense, net of expected forfeitures, related to the ESPP was $ 0.6 million and is expected to be recognized over the remaining offering period.
39 unchanged sentences
Total $ 9,624 $ 13,087 $ 9,971
+Added: During the fourth quarter of 2025, we entered into a Transition Agreement with Stephen Dilly, our former President and Chief Executive Officer.
+Added: Under this agreement, the outstanding unvested options and awards of Mr.
+Added: Dilly will continue to vest in accordance with their original terms based on his continued service to our Board.
+Added: We also entered into Separation and Consulting Agreements with a former executive during the fourth quarter of 2025.
+Added: Under this agreement, the outstanding unvested options and awards of the former executive will continue to vest through the end of his consultancy period, which concludes in November 2025.
+Added: These modifications resulted in an incremental stock-based compensation expense of $ 0.7 million recognized in selling, general and administrative expenses during the year ended December 31, 2025.
During the fourth quarter of 2024, we entered into Separation and Consulting Agreements with Sri Ryali, our former Chief Financial Officer, and two other former executives.
−Removed: Under these agreements, the outstanding unvested options and awards for each of the three former executives will continue to vest through the end of their consultancy period, which concludes on February 28, 2025.
+Added: Under these agreements, the outstanding unvested options and awards for each of the three former executives will continue to vest through the end of their consultancy period, which concluded on February 28, 2025.
This modification resulted in a reduction of stock-based compensation expense of $ 0.4 million recognized in selling, general and administrative expenses during the year ended December 31, 2024.
2 unchanged sentences
This modification resulted in a stock-based compensation expense of $ 2.0 million recognized in selling, general and administrative expenses during the year ended December 31, 2024.
−Removed: In connection with the retirement of John Nicols, our former President and Chief Executive Officer, in August 2022, and the Transition and Separation Agreement between Mr.
−Removed: Nicols and the Company, certain supplementary modifications were made to Mr.
−Removed: Nicols' vested and unvested stock option and PBOs awards including voluntary forfeiture of certain unvested stock option and PBOs awards and the extension of the post-termination exercise period of certain vested stock option and PBOs awards.
−Removed: During the year ended December 31, 2022, we recorded a one-time, non-cash incremental compensation expense of $ 1.0 million, net of the required reversal of previously recognized stock-based compensation expenses attributed to unvested shares, in selling, general and administrative expenses related to these stock option award modifications.
Grant Award Activities:
8 unchanged sentences
Expected dividend yield 0.0 % 0.0 % 0.0 %
−Removed: The following summarizes the weighted-average assumptions used to estimate the fair value of 20,000 and 50,000 shares of stock options granted to non-employees for services valued at $ 44 thousand and $ 0.1 million during the years ended December 31, 2024 and 2023, respectively:
+Added: The following summarizes the weighted-average assumptions used to estimate the fair value of 20,000 , 20,000 , and 50,000 shares of stock options granted to non-employees for services during the years ended December 31, 2025, 2024, and 2023 , valued at $ 60 thousand, $ 44 thousand and $ 0.1 million, respectively:
Year Ended December 31,
+Added: 2025 2024 2023
Expected life (years) 5.9 5.8 5.8
3 unchanged sentences
The weighted average grant date fair value per share of non-employee stock options granted respectively in 2025, 2024 and 2023 was $ 3.02 , $ 2.19 and $ 1.05 , respectively.
−Removed: The following tables summarize s stock option activities:
+Added: The following tables summarize stock option activities:
Shares Weighted Average
6 unchanged sentences
Outstanding at December 31, 2025 8,565 $ 4.58
−Removed: Granted 2,046 $ 5.23
−Removed: Exercised ( 283 ) $ 1.97
−Removed: Forfeited/Expired ( 839 ) $ 12.08
−Removed: Outstanding at December 31, 2023 5,174 $ 7.31
−Removed: Granted 4,837 $ 3.08
−Removed: Exercised ( 399 ) $ 3.24
−Removed: Forfeited/Expired ( 484 ) $ 8.75
−Removed: Outstanding at December 31, 2024 9,128 $ 5.17
Shares Weighted Average
17 unchanged sentences
Non-vested balance at December 31, 2025 — $ —
−Removed: Granted 277 $ 2.89
−Removed: Vested ( 133 ) $ 9.04
−Removed: Non-vested balance at December 31, 2023 325 $ 3.48
−Removed: Granted 211 $ 3.32
−Removed: Vested ( 302 ) $ 3.31
−Removed: Non-vested balance at December 31, 2024 234 $ 3.56
The total fair value, as of the vesting date, of RSAs vested in fiscal years 2025, 2024 and 2023 were $ 0.6 million, $ 1.0 million and $ 0.4 million, respectively.
−Removed: As of December 31, 2024, there was $ 0.4 million of unrecognized stock-based compensation cost related to non-vested RSAs, which we expect to recognize over a weighted average period of 0.5 years.
+Added: As of December 31, 2025, there were no unrecognized stock-based compensation cost related to non-vested RSAs.
Restricted Stock Units (“RSUs”)
8 unchanged sentences
Non-vested balance at December 31, 2025 2,011 $ 2.96
−Removed: Granted 1,049 $ 5.24
−Removed: Vested ( 204 ) $ 18.42
−Removed: Forfeited/Expired ( 343 ) $ 9.71
−Removed: Non-vested balance at December 31, 2023 1,020 $ 7.66
−Removed: Granted 1,530 $ 3.08
−Removed: Vested ( 383 ) $ 8.96
−Removed: Forfeited/Expired ( 157 ) $ 4.66
−Removed: Non-vested balance at December 31, 2024 2,010 $ 4.16
The total fair value, as of the vesting date, of RSUs vested in fiscal years 2025, 2024 and 2023 were $ 3.4 million , $ 1.1 million and $ 1.1 million respectively.
1 unchanged sentence
Performance-Contingent Restricted Stock Units (“PSUs”)
−Removed: The following table summarizes PSU activities:
−Removed: Shares Weighted Average
−Removed: Grant Date Fair Value
−Removed: (In Thousands)
−Removed: Non-vested balance at December 31, 2021 128 $ 21.24
−Removed: Granted 686 $ 9.55
−Removed: Vested ( 107 ) $ 20.52
−Removed: Forfeited/Expired ( 40 ) $ 19.93
−Removed: Non-vested balance at December 31, 2022 667 $ 9.41
−Removed: Vested ( 315 ) $ 11.02
−Removed: Forfeited/Expired ( 75 ) $ 12.49
−Removed: Non-vested balance at December 31, 2023 292 $ 7.69
−Removed: Vested ( 248 ) $ 7.69
−Removed: Forfeited/Expired ( 44 ) $ 7.69
−Removed: Non-vested balance at December 31, 2024 — $ —
−Removed: The total fair value, as of the vesting date, of PSUs vested in the years ended December 31, 2024, 2023, and 2022 were $ 0.9 million, $ 1.6 million, and $ 2.1 million, respectively.
−Removed: As of December 31, 2024, there was nil of unrecognized stock-based compensation cost related to non-vested PSUs.
+Added: Th e total fair value, as of the vesting date, of PSUs vested in the years ended December 31, 2025, 2024, and 2023 were nil , $ 0.9 million, and $ 1.6 million, respectively.
+Added: As of December 31, 2025, there was no unrecognized stock-based compensation cost related to non-vested PSUs.
Performance Based Options (“PBOs”)
We estimated the fair value of PBOs using the Black-Scholes-Merton option-pricing model based on the date of grant.
−Removed: No PBOs were granted to employees for their services during the year ended December 31, 2024.
−Removed: The following summarize the weighted-average assumptions used to estimate the fair value of PBOs granted:
−Removed: Year Ended December 31,
−Removed: Expected life (years) 5.6
−Removed: Volatility 54.9 %
−Removed: Risk-free interest rate 1.8 %
−Removed: Expected dividend yield 0.0 %
−Removed: The following tables summarizes PBOs activities:
+Added: No PBOs were granted to employees for their services since 2022.
+Added: The following tables summarize PBOs activities:
Shares Weighted Average
2 unchanged sentences
Outstanding at December 31, 2024 1,575 $ 5.43
−Removed: Granted 733 $ 9.89
Forfeited/Expired ( 1,520 ) $ 10.28
Outstanding at December 31, 2025 55 $ 20.15
−Removed: Forfeited/Expired ( 178 ) $ 9.73
−Removed: Outstanding at December 31, 2023 1,648 $ 5.64
−Removed: Forfeited/Expired ( 73 ) $ 10.23
−Removed: Outstanding at December 31, 2024 1,575 $ 5.43
Shares Weighted Average
6 unchanged sentences
The total fair value of e xercised PBOs for 2025, 2024 and 2023, was nil .
−Removed: As of December 31, 2024, there was nil of unrecognized stock-based compensation cost related to non-vested PBOs.
+Added: As of December 31, 2025, there was no unrecognized stock-based compensation cost related to non-vested PBOs.
Employee Stock Purchase Plan (“ESPP”)
The fair value of shares to be issued under the ESPP is computed using the Black-Scholes-Merton option pricing model at the commencement of the offering period.
−Removed: The following summarizes the weighted-average assumptions used to estimate the fair value of ESPP for the initial offering period:
+Added: The following summarizes the weighted-average assumptions used to estimate the fair value of ESPP:
Year Ended December 31,
+Added: 2025 2024 2023
Expected life (years) 1.3 1.2 0.4
18 unchanged sentences
We will pay a commission of up to 3.0 % of gross sales proceeds of any common stock sold under the Cantor Sales Agreement.
−Removed: During the year ended December 31, 2024, 10,440,000 shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement.
−Removed: During the year ended December 31, 2024, we received gross proceeds of $ 31.3 million or $ 29.7 million in net proceeds after Cantor’s commissions and direct offering expenses of $ 1.6 million.
+Added: In 2024, 10,440,000 shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement, all during the third quarter of 2024, and we received net proceeds of $ 29.7 million after Cantors’ commissions and direct offering expenses
+Added: During the year ended December 31, 2025, 7,244,966 shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement, all during the second quarter of 2025, and we received gross proceeds of $ 17.3 million or $ 16.4 million in net proceeds after Cantor’s commissions and direct offering expenses of $ 0.8 million.
As of December 31, 2025, $ 26.4 million remained available for sale under the Cantor Sales Agreement.
10 unchanged sentences
Loss before provision for income taxes $ ( 43,927 ) $ ( 65,242 ) $ ( 76,171 )
−Removed: The tax provision for the year ended December 31, 2024 and 2023 consists primarily of current year state and foreign income taxes.
−Removed: The tax provision for the year ended December 31, 2022 consists primarily of taxes attributable to foreign operations.
+Added: The tax provision for the years ended December 31, 2025 and 2024 consists primarily of taxes attributable to foreign operations.
+Added: The tax provision for the year ended December 31, 2023 consists primarily of current year state and foreign income taxes.
The components of the provision for income taxes are as follows (in thousands):
9 unchanged sentences
Provision for income taxes $ 47 $ 34 $ 69
−Removed: Reconciliation of the provision for income taxes calculated at the statutory rate to our provision for income taxes is as follows (in thousands):
+Added: As further described in Note 2, “Summary of Significant Accounting Policies”, we have elected to prospectively adopt the guidance in ASU No.
+Added: The following table is a reconciliation of the U.S.
+Added: federal statutory rate of 21% to our effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No.
+Added: 2023-09 (in thousands, except percentages):
Year Ended December 31, 2025
−Removed: 2024 2023 2022
+Added: Provision for income taxes at U.S.
+Added: federal statutory rate $ ( 9,225 ) 21.00 %
+Added: State and local income taxes, net of federal — —
+Added: Foreign tax effects 2 —
+Added: Tax credits ( 1,295 ) 2.95
+Added: Changes in valuation allowance 7,494 ( 17.06 )
+Added: Nontaxable or nondeductible items:
+Added: Stock-based compensation 2,645 ( 6.02 )
+Added: Others 242 ( 0.55 )
+Added: Changes in unrecognized tax benefits 180 ( 0.41 )
+Added: Other adjustments 4 ( 0.02 )
+Added: Provision for income taxes $ 47 ( 0.11 ) %
+Added: The following table is a reconciliation of the provision for income taxes calculated at the statutory rate to our provision for income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU No.
+Added: 2023-09 (in thousands):
+Added: Year Ended December 31,
Tax benefit at federal statutory rate $ ( 13,701 ) $ ( 15,995 )
20 unchanged sentences
Unrealized gain/loss 3 2
+Added: Interest carryforward 399 —
Lease liability 8,474 7,445
34 unchanged sentences
Total interest and penalties recognized in the consolidated statements of operations were $ 42 thousand, $ 42 thousand and $ 42 thousand in 2025, 2024 and 2023, respectively.
−Removed: Total penalties and interest recognized in the balance sheet was $ 0.6 million, $ 0.6 million and $ 0.5 million as of December 31, 2024, 2023 and 2022, respectively.
+Added: Total penalties and interest recognized in the consolidated balance sheet was $ 0.7 million, $ 0.6 million and $ 0.6 million as of December 31, 2025, 2024 and 2023, respectively.
The total unrecognized tax benefits that, if recognized currently, would impact our company’s effective tax rate were $ 0.3 million as of December 31, 2025, 2024 and 2023.
−Removed: We do not expect any material changes to our uncertain tax positions within the next 12 months.
We are not subject t o examination by United States federal or state tax authorities for years prior to 2002 and foreign tax authorities for years prior to 2014.
+Added: Our 2023 U.S.
+Added: federal tax return is under audit by the Internal Revenue Service, and we will adjust our federal R&D credits based on the outcome of the investigation.
Commitments and Contingencies
2 unchanged sentences
Our lease agreement with MetLife (“RWC Lease”) includes approximately 28,200 square feet of space located at 200 and 220 Penobscot Drive, Redwood City, California (the “200/220 Penobscot Space”) and approximately 37,900 square feet of space located at 400 Penobscot Drive, Redwood City, California (the “400 Penobscot Space”) (the 200/220 Penobscot Space and the 400 Penobscot Space are collectively referred to as the “Penobscot Space”), and approximately 11,200 square feet of space located at 501 Chesapeake Drive, Redwood City, California (the “Chesapeake Space”).
−Removed: We entered into the initial lease with MetLife for our facilities in Redwood City in 2003 and the RWC Lease has been amended multiple times since then to adjust the leased space and terms of the Lease.
−Removed: In December 2024, we entered into a Ninth Amendment to the Lease (the “Ninth Amendment”) with MetLife with respect to the Penobscot Space and the Chesapeake Space to extend the term of the Lease for additional periods.
−Removed: Pursuant to the Ninth Amendment, the term of the lease of for both the Penobscot Space and the Chesapeake Space has been extended through August 2032.
+Added: We entered into the initial lease with MetLife for our facilities in Redwood City in 2003 (the “RWC Lease”) and the RWC Lease has been amended multiple times since then to adjust the leased space and terms of the RWC Lease.
+Added: In December 2024, we entered into a Ninth Amendment to the RWC Lease (the “Ninth Amendment”) with MetLife with respect to the Penobscot Space and the Chesapeake Space to extend the term of the Lease for additional periods.
+Added: Pursuant to the Ninth Amendment, the term of the lease for both the Penobscot Space and the Chesapeake Space has been extended through August 2032.
We have one (1) option to extend the term of the lease for the Penobscot Space for five ( 5 ) years, and one (1) separate option to extend the term of the lease for the Chesapeake Space for five ( 5 ) years.
The Ninth Amendment provided a net tenant improvement allowance of $ 3.0 million.
−Removed: As a result of the lease extension, the Company remeasured the lease liability and adjusted the corresponding right-of-use asset based on the updated lease payments.
−Removed: The impact of this remeasurement, which included a non-cash increase in both the lease liability and right-of-use asset, was recorded as of December 31, 2024.
+Added: Pursuant to the terms of the RWC Lease, we exercised our right to deliver a letter of credit in lieu of a security deposit.
+Added: The letter of credit is collateralized by deposit balances held by the bank in the amount of $ 1.1 million as of December 31, 2025 and 2024, and are recorded as non-current restricted cash on the consolidated balance sheets
+Added: In November 2025, we entered into a lease agreement with 30831 Huntwood Avenue LLC (“Huntwood”) for approximately 34,304 square feet of office, laboratory, research and development, and manufacturing space located in Hayward, California (the “Huntwood Space”).
+Added: The lease has an initial term of six years from the lease commencement date, with two options to extend the term for additional five-year period each.
+Added: The initial base monthly rent is approximately $ 0.1 million, subject to a 3 % annual escalation on each anniversary of the operating expense commencement date.
+Added: Upon execution of the lease, we have provided Huntwood with a security deposit of $ 0.6 million in the form of a letter of credit, which is recorded as non-current restricted cash on the consolidated balance sheets.
+Added: We expect to commence occupancy at Huntwood Space in the first quarter of 2027, following the substantial completion of tenant improvements in accordance with the construction plan.
The tables below show the balance of right-of-use assets and lease obligations as of January 1, 2025 and the balance as of December 31, 2025, including the changes during the period (in thousands):
2 unchanged sentences
Amortization of right-of-use assets ( 3,044 )
−Removed: Addition due to lease modification 18,747
+Added: Addition due to new lease 4,845
Right-of-use assets - Operating leases, net, at December 31, 2025
3 unchanged sentences
Interest accretion 2,095
−Removed: Addition due to lease modification 18,747
+Added: Addition due to new lease 4,886
Lease obligations - Operating leases, net, at December 31, 2025
12 unchanged sentences
Using a fair value estimate based on Level 3 inputs in the fair value hierarchy, the Company determined that the carrying value of these assets exceeds fair value less costs to sell, which resulted in a write-down of $ 1.5 million, presented within the asset impairment and other charges line item in the consolidated statements of operations in the year ended December 31, 2023.
−Removed: Pursuant to the terms of the RWC Lease, we exercised our right to deliver a letter of credit in lieu of a security deposit.
−Removed: The letter of credit is collateralized by deposit balances held by the bank in the amount of $ 1.1 million as of December 31, 2024 and 2023, and are recorded as non-current restricted cash on the consolidated balance sheets.
We are required to restore certain areas of the Redwood City facility that we are renting to its original form.
4 unchanged sentences
Lease and other information
−Removed: Lease costs amounts included in measurement of lease obligations and other information related to non-cancellable operating leases and finance leases were as follows (in thousands):
+Added: Lease cost amounts included in measurement of lease obligations and other information related to non-cancellable operating leases and finance leases were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
−Removed: Finance lease costs $ — $ — $ 18
Operating lease cost (1)
−Removed: Short-term lease costs (1)
−Removed: Total lease cost (2)
$ 5,139 $ 4,130 $ 6,310
−Removed: (1) Short-term lease costs on leases with terms of over one month and less than one year.
(1) The Company had no variable lease costs.
13 unchanged sentences
Lease obligations $ 33,103
−Removed: Reconciliation of operating lease liabilities as shown within the consolidated balance sheets:
+Added: Reconciliation of operating lease liabilities as shown within the consolidated balance sheets (in thousands):
Current portion of lease obligations - Operating leases $ 2,944
1 unchanged sentence
Total operating lease liabilities $ 33,103
−Removed: Other Commitments
−Removed: We enter into supply and service arrangements in the normal course of business.
−Removed: Supply arrangements are primarily for fixed-price manufacture and supply.
−Removed: Service agreements are primarily for the development of manufacturing processes and certain studies.
−Removed: Commitments under service agreements are subject to cancellation at our discretion which may require payment of certain cancellation fees.
−Removed: The timing of completion of service arrangements is subject to variability in estimates of the time required to complete the work.
−Removed: As of December 31, 2024, the future minimum payments that we expect to pay, including potential obligations under services agreements subject to risk of cancellation by us, is minimal.
−Removed: Credit Facility
−Removed: On June 30, 2017, we entered into a credit facility (the “Credit Facility”) with Western Alliance Bank consisting of term loans (“Term Debt”) up to $ 10.0 million, and advances under a revolving line of credit of up to $ 5.0 million with an accounts receivable borrowing base of 80 % of eligible accounts receivable.
−Removed: The right to take draws on the Term Debt expired on December 31, 2022.
−Removed: In March 2023, we terminated the Credit Facility with Western Alliance Bank.
Legal Proceedings
12 unchanged sentences
Innovatus Loan Agreement
−Removed: On February 13, 2024 (the “Closing Date”), we entered into a five -year term loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP (“Innovatus”), an affiliate of Innovatus Capital Partners, LLC, for an aggregate principal amount of up to $ 40.0 million and with a maturity date of February 13, 2029 (the “Innovatus Loan”).
−Removed: The Innovatus Loan consists of two tranches, of which the first tranche of $ 30.0 million was funded on February 13, 2024.
−Removed: We will be eligible to draw down the second tranche of $ 10.0 million upon achievement of certain milestones including certain pre-specified revenue thresholds and subject to a payment of a facility fee equal to 1.00 % of the amount of such term loan.
+Added: On February 13, 2024 (the “Closing Date”), we entered into a five -year term loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP (“Innovatus”), an affiliate of Innovatus Capital Partners, LLC, for an aggregate principal amount of up to $ 40.0 million funded in two tranches with a maturity date of February 13, 2029 (the “Innovatus Loan”).
+Added: The first tranche of $ 30.0 million was funded on February 13, 2024 and the second tranche of $ 10.0 million was funded on June 27, 2025 upon achievement of certain milestones including certain pre-specified revenue thresholds.
+Added: Both tranches were subject to a payment of a facility fee equal to 1.00 % of the amount of such term loan.
The floating per annum interest rate of the Innovatus Loan is equal to the sum of (a) the greater of (i) prime rate published in the Money Rates section of the Wall Street Journal and (ii) 7.50 % , plus (b) 3.25 %;
provided that, at the election of the Company, up to 2.0 % of such rate shall be payable in-kind until the third anniversary of the closing date.
−Removed: The Company is required to make monthly interest-only payments through February 1, 2027 (with the ability to extend the interest-only period through February 1, 2028 upon the achievement of certain pre-specified financial milestones), after which the Company is required to make monthly amortizing payments, with the remaining balance of the principal plus accrued and unpaid interest due at maturity.
−Removed: 2.0 % of the interest is payable in-kind for the first three years of the term by increasing the principal balance.
+Added: The Company is required to make monthly interest-only payments through February 1, 2027, with the ability to extend the interest-only period through February 1, 2028, upon the achievement of certain pre-specified financial milestones.
+Added: Following the interest-only period, the Company is required to make monthly amortizing payments, with the remaining balance of the principal plus accrued and unpaid interest due at maturity.
+Added: For the first three years of the term, 2.0 % of the interest is payable in-kind by increasing the principal balance.
Prepayments of the loan, in whole or in part, will be subject to an early prepayment fee which ranges between 3.0 % and 1.0 % and declines each year until the third anniversary date of the Closing Date, after which no prepayment fee is required.
The Company is also required to pay an exit fee upon any payment or prepayment equal to 3.0 % of the aggregate principal amount of the tranches funded under the Innovatus Loan.
−Removed: The Innovatus Loan contains customary representations and warranties and covenants, subject to customary carve outs, and includes financial covenants related to liquidity and net product revenue, with the latter beginning with the period ended December 31, 2024.
+Added: The Innovatus Loan contains customary representations and warranties and covenants, subject to customary carve outs, and includes financial covenants related to liquidity and net product revenue, with the latter beginning with the period ended September 30, 2024.
The Innovatus Loan is secured by perfected first priority liens on the Company's assets, and the Loan Agreement includes a negative pledge by the Company which prohibits the Company from permitting liens to be placed upon the Company's intellectual property in favor of any party other than Innovatus.
−Removed: In connection with the issuance of the Innovatus Loan, we recorded a debt discount of $ 1.3 million and capitalized debt issuance costs of $ 0.6 million .
+Added: In connection with funding of the first tranche of the Innovatus Loan in February 2024, we recorded a debt discount of $ 1.3 million and capitalized debt issuance costs of $ 0.6 million during the first quarter of 2024 .
+Added: Additionally, in connection with the funding of the second tranche of the Innovatus Loan in June 2025, we recorded a debt discount of $ 0.1 million during the second quarter of 2025.
The discount and issuance costs will be amortized over the life of the Innovatus Loan.
−Removed: Interest expense for the Innovatus Loan for the year ended December 31, 2024 was $ 3.5 million, and is inclusive of non-cash amortization of the debt discount, debt issuance costs, payable in-kind interest, and accretion of final payment.
−Removed: The carrying amount of the Innovatus Loan approximates fair value given its recent issuance and the interest rate is based on the current prime rate.
+Added: Interest expense for the Innovatus Loan for the years ended December 31, 2025 and 2024 were $ 4.5 million and $ 3.5 million, respectively, and are inclusive of non-cash amortization of the debt discount, debt issuance costs, payable in-kind interest, and accretion of final payment.
+Added: The carrying amount of the Innovatus Loan approximates fair value and the interest rate is based on the current prime rate.
The effective interest rate for the Innovatus Loan was 12.7 % as of December 31, 2025 .
17 unchanged sentences
uncapitalized payment in-kind interest ( 974 )
−Removed: unamortized debt issuance fee ( 1,151 )
+Added: unamortized debt discount ( 983 )
unamortized debt issuance costs ( 431 )
9 unchanged sentences
Effective October 1, 2023, the Company's operations are managed and reported to the CODM on a consolidated basis.
−Removed: The CODM uses consolidated income (loss) from operations and net income (loss) to assess financial performance and make resource allocation decisions.
+Added: The CODM uses primarily consolidated income (loss) from operations and net income (loss) to assess financial performance and make resource allocation decisions.
These financial measures are used by the CODM to balance short-term financial results with long-term strategic goals, guiding the allocation of budget between product costs, research and development, and general, selling and administrative expenses.
−Removed: As a result of the restructuring of our business, the Company determined that a triggering event had occurred that required an interim goodwill impairment test during the third quarter of 2023.
−Removed: The fair value estimate used in the interim goodwill impairment test was primarily based on Level 3 inputs in the fair value hierarchy.
−Removed: Based on the results of the impairment evaluation, the Company determined that the goodwill within the Novel Biotherapeutics reporting unit was impaired, which resulted in a non-cash impairment charge of $ 0.8 million to write off all of the associated goodwill.
−Removed: The impairment charge is recorded within asset impairment and other charges in the consolidated statements of operation for the year ended December 31, 2023 .
Significant Customers
17 unchanged sentences
Customer I * *
+Added: Customer J 14 % *
* Percentage was less than 10%
17 unchanged sentences
Restructuring Charges
+Added: In November 2025, in alignment with our enhanced strategic focus , we announced a plan for a workforce reduction of approximately 24 %.
+Added: This measure was implemented in support of the Company’s organizational streamlining to focus on our ECO Synthesis platform.
+Added: During the year ended December 31, 2025, we recorded a restructuring charge of $ 3.4 million related to severance and related benefit costs in connection with the workforce reduction.
+Added: As of December 31, 2025, we have accrued $ 1.6 million as a current liability within accrued compensation on our consolidated balance sheets, which is expected to be paid in the first quarter of 2026.
In July 2023, in alignment with our enhanced strategic focus, we announced a restructuring of our business, including a plan for a workforce reduction of approximately 25 %.
1 unchanged sentence
The plan was substantially completed in September 2023 and severance costs were paid through the fourth quarter of 2023.
−Removed: We do not expect to record any significant future charges related to the restructuring plan.
−Removed: In November 2022, we announced a plan for a workforce reduction of approximately 18 % to realign and optimize our workforce requirements in alignment with our refined corporate strategy.
−Removed: The plan was substantially completed in December 2022 and severance costs were paid through the third quarter of 2023.
−Removed: During the years ended December 31, 2023 and 2022 , we recorded restructuring charges of $ 0.2 million and $ 3.2 million, respectively, related to severance, bonus and other termination benefits in connection with the workforce reduction announced in November 2022.
−Removed: We do not expect to record any future charges related to the restructuring plans initiated in 2023 and 2022.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
+Added: We do not expect to record any significant future charges related to the restructuring plans initiated in 2025 and 2023.
+Added: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.