What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 77 added, 197 removed, 378 unchanged (42% of the section changed)

3 unchanged sentences

(In Thousands, Except Per Share Amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

38 unchanged sentences

200,000 shares authorized;

90,281 shares and 81,850 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

90,894 shares and 90,478 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 658,720 657,292

Accumulated other comprehensive income 12 52

Accumulated other comprehensive income (loss) ( 11 ) 8

Accumulated deficit ( 615,484 ) ( 606,780 )

5 unchanged sentences

(In Thousands, Except Per Share Amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Product revenue $ 7,191 $ 6,059

5 unchanged sentences

Selling, general and administrative 9,779 12,355

Asset impairment and other charges — — — 165

Total costs and operating expenses 23,291 28,029

2 unchanged sentences

Interest and other expense, net ( 1,290 ) ( 942 )

( 1,292 ) ( 4,922 ) ( 3,217 ) ( 6,421 )

Loss before income taxes ( 8,668 ) ( 20,677 )

7 unchanged sentences

(In Thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net loss $ ( 8,704 ) $ ( 20,688 )

Other comprehensive income (loss):

Unrealized gain (loss) on available-for-sale short-term investments, net of tax

15 149 ( 40 ) 126

Other comprehensive loss:

Unrealized loss on available-for-sale short-term investments, net of tax ( 19 ) ( 38 )

Comprehensive loss $ ( 8,723 ) $ ( 20,726 )

4 unchanged sentences

Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit Total Stockholders' Equity

Three Months Ended September 30, 2025 Shares Amount

Balance as of July 1, 2025

90,254 $ 9 $ 652,391 $ ( 3 ) $ ( 596,766 ) $ 55,631

Issuance of common stock upon release of stock awards 27 — — — — —

Stock-based compensation — — 2,513 — — 2,513

Net loss — — — — ( 19,615 ) ( 19,615 )

Other comprehensive income

— — — 15 — 15

Balance as of September 30, 2025

90,281 $ 9 $ 654,904 $ 12 $ ( 616,381 ) $ 38,544

Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit Total Stockholders' Equity

Three Months Ended September 30, 2024 Shares Amount

Balance as of July 1, 2024

70,914 $ 7 $ 593,253 $ ( 23 ) $ ( 531,790 ) $ 61,447

Issuance of common stock upon release of stock awards 22 — — — — —

Issuance of common stock in connection with an equity sales agreement, net of issuance costs of $ 1,584

10,440 1 29,735 — — 29,736

Stock-based compensation — — 2,708 — — 2,708

Net loss — — — — ( 20,640 ) ( 20,640 )

Other comprehensive income

— — — 149 — 149

Balance as of September 30, 2024

81,376 $ 8 $ 625,696 $ 126 $ ( 552,430 ) $ 73,400

See accompanying notes to the unaudited condensed consolidated financial statements.

Codexis, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(In Thousands)

Common Stock Additional

Capital Accumulated Other Comprehensive Income

Accumulated Deficit Total Stockholders' Equity

Nine Months Ended September 30, 2025 Shares Amount

Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity

Three Months Ended March 31, 2026 Shares Amount

Balance as of January 1, 2026

90,478 $ 9 $ 657,292 $ 8 $ ( 606,780 ) $ 50,529

Issuance of common stock upon exercise of stock options 339 — 1,049 — — 1,049

Issuance of common stock upon release of stock awards 416 — — — — —

Issuance of common stock under employee stock purchase plan 151 — 317 — — 317

Issuance of common stock in connection with an equity sales agreement, net of issuance costs of $ 826

7,245 1 16,441 — — 16,442

Stock-based compensation — — 1,428 — — 1,428

1 unchanged sentence

Other comprehensive loss — — — ( 19 ) — ( 19 )

Balance as of September 30, 2025

Balance as of March 31, 2026

90,894 $ 9 $ 658,720 $ ( 11 ) $ ( 615,484 ) $ 43,234

Common Stock Additional

Capital Accumulated Other Comprehensive Income

Accumulated Deficit Total Stockholders' Equity

Nine Months Ended September 30, 2024 Shares Amount

Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity

Three Months Ended March 31, 2025 Shares Amount

Balance as of January 1, 2025

2 unchanged sentences

Issuance of common stock upon release of stock awards 652 — — — — —

Issuance of common stock warrants in connection with debt issuance — — 859 — — 859

Issuance of common stock under employee stock purchase plan 124 — 260 — — 260

Issuance of common stock in connection with an equity sales agreement, net of issuance costs of $ 1,584

10,440 1 29,735 — — 29,736

Stock-based compensation — — 2,379 — — 2,379

Net loss — — — — ( 20,688 ) ( 20,688 )

Other comprehensive income

— — — 126 — 126

Balance as of September 30, 2024

Other comprehensive loss — — — ( 38 ) — ( 38 )

Balance as of March 31, 2025

82,841 $ 8 $ 633,101 $ 14 $ ( 583,494 ) $ 49,629

3 unchanged sentences

(In Thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

5 unchanged sentences

Provision (recovery) for credit losses — ( 113 )

Asset impairment and other charges — 165

Impairment of investment in non-marketable securities — 3,910

Non-cash interest expense 376 281

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Purchase of property and equipment ( 176 ) ( 1,255 )

Proceeds from sale of property and equipment 5 84

Purchases of short-term investments ( 20,025 ) ( 10,326 )

Proceeds from maturity of short-term investments 19,090 23,350

Proceeds from sale of short-term investments — 1,973

Net cash provided by (used in) investing activities ( 1,111 ) 11,769

1 unchanged sentence

Proceeds from exercises of stock options — 1,098

Proceeds from issuance of stock under employee stock purchase plan 317 525

Proceeds from issuance of common stock in connection with equity sales agreements 17,268 31,320

Costs incurred in connection with equity sales agreements ( 14 ) ( 13 )

Proceeds from long-term debt 9,897 29,521

Payment of debt issuance costs ( 3 ) ( 642 )

Net cash provided by financing activities 27,748 59,390

Net increase (decrease) in cash, cash equivalents and restricted cash

6,069 ( 27,669 )

Net cash provided by (used in) financing activities ( 14 ) 1,085

Net decrease in cash, cash equivalents and restricted cash ( 14,275 ) ( 944 )

Cash, cash equivalents and restricted cash at the beginning of the period 52,883 20,829

5 unchanged sentences

Capital expenditures incurred but not yet paid $ 604 $ 2,073

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets as of September 30, 2025 and 2024 to the total of the same such amounts shown above in the unaudited condensed consolidated statements of cash flows:

September 30,

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets as of March 31, 2026 and 2025 to the total of the same such amounts shown above in the unaudited condensed consolidated statements of cash flows:

Cash and cash equivalents $ 36,571 $ 18,319

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 38,608 $ 19,885

This table excludes short-term investments of $ 33.4 million and $ 52.8 million as of September 30, 2025 and 2024, respectively.

Total cash, cash equivalents, and short-term investments as of September 30, 2025 and 2024 were $ 58.7 million and $ 90.3 million, respectively.

This table excludes short-term investments of $ 28.6 million and $ 41.5 million as of March 31, 2026 and 2025, respectively.

Total cash, cash equivalents, and short-term investments as of March 31, 2026 and 2025 were $ 65.1 million and $ 59.8 million, respectively.

See accompanying notes to the unaudited condensed consolidated financial statements.

Codexis, Inc.

Notes to Condensed Consolidated Financial Statements

9 unchanged sentences

The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024, are consistent with those discussed in Note 2 to the audited consolidated financial statements in the Company’s 2024 Annual Report on Form 10-K.

The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025, are consistent with those discussed in Note 2 to the audited consolidated financial statements in the Company’s 2025 Annual Report on Form 10-K.

There have been no significant changes in our significant accounting policies or critical accounting estimates since December 31, 2025.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly our financial position as of September 30, 2025 and results of operations for the interim periods presented.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly our financial position as of March 31, 2026 and results of operations for the interim periods presented.

The interim results are not necessarily indicative of the results for any future interim period or for the entire year.

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Accounting Pronouncements

Recently adopted accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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.

The standard was adopted beginning January 1, 2025 on a prospective basis.

2023-09 will become effective in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 and we are continuing to evaluate whether adoption of this standard will have a material impact on our consolidated financial statements and related disclosures.

Aside from the recently adopted accounting pronouncement described above and recently issued accounting pronouncements not yet adopted and described below, there were no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2025, that are of significance or potential significance to us.

Aside from the recently issued accounting pronouncements not yet adopted and described below, there were no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2026, that are of significance or potential significance to us.

Recently issued accounting pronouncements not yet adopted

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Disaggregated information is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Primary geographical markets:

APAC $ 6,062 $ 9,070 $ 14,178 $ 21,294

Americas $ 7,861 $ 2,088

APAC 5,329 1,536

EMEA 2,058 3,919

2 unchanged sentences

The following table presents balances of unbilled receivables, contract assets, and contract liabilities (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Unbilled receivables $ 1,293 $ 1,741

2 unchanged sentences

deferred revenue $ 1,216 $ 7,369

We had no asset impairment charges related to financial assets in the three and nine months ended September 30, 2025 and 2024.

The decrease in unbilled receivables was primarily due to the timing of billings.

The decrease in contract assets was primarily due to decreases in product revenue from contracts subject to over time revenue recognition.

The decrease in deferred revenue was primarily due to the timing of recognition of revenue.

As of September 30, 2025, we have $ 1.6 million of short-term unbilled receivables presented as unbilled receivables within current assets and $ 0.4 million of long-term unbilled receivables that is included within the other non-current assets line item in the condensed consolidated balance sheets.

We had no asset impairment charges related to financial assets in the three months ended March 31, 2026 and 2025.

As of March 31, 2026, we have $ 0.9 million of short-term unbilled receivables presented as unbilled receivables within current assets and $ 0.4 million of long-term unbilled receivables that is included within the other non-current assets line item in the condensed consolidated balance sheets.

As of December 31, 2025 , we had $ 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 condensed consolidated balance sheets.

We recognized the following revenues (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Revenue recognized in the period for:

2025 2024 2025 2024

Amounts included in contract liabilities at the beginning of the period:

2 unchanged sentences

Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods ( 219 ) 387

Revenue recognized on performance obligations previously completed upon the customer achieving a milestone

Performance obligations satisfied from new activities in the period - contract revenue 9,100 6,906

2 unchanged sentences

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting periods.

The estimated revenue does not include contracts with original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that are unexercised as of September 30, 2025.

The balances in the table below a re partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts as of September 30, 2025 (in thousands):

The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts as of March 31, 2026 (in thousands):

Remainder of 2026

5 unchanged sentences

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.

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.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock 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.

For all periods presented, diluted and basic net loss per share are identical since potential common stock shares are excluded from the calculation, as their effect was anti-dilutive.

2 unchanged sentences

The following shares were not considered in the computation of diluted net loss per share because their effect was anti-dilutive (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Shares issuable under the Equity Incentive Plan and ESPP (1)

14,983 13,800

424 424 424 424

Total potentially dilutive securities 15,407 14,224

( 1) Included anti-dilutive potential common shares from ESPP of 688,219 and 604,997 for the three and nine months ended September 30, 2025 and 2024, respectively.

( 1) Included anti-dilutive potential common shares from ESPP of 509,446 and 386,635 for the three months ended March 31, 2026 and 2025, respectively (actual shares).

(2) Pertains to the warrants issued in connection with the Innovatus Loan.

8 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 of interest and other expense, net in the unaudited condensed consolidated statements of operations.

There was no remeasurement event for our investments in non-marketable equity securities that occurred during the three and nine months ended September 30, 2025.

For the three and nine months ended September 30, 2024, we recognized an impairment charge of $ 3.9 million which is presented within interest and other expense, net in the condensed consolidated statements of operations.

This adjustment is related to the write-down of our investment in Molecular Assemblies, Inc.

(“MAI”) to its related fair value as determined based on valuation methods using the latest observed transaction price of MAI’s preferred stock securities to be issued during the fourth quarter of 2024 and adjusted for the rights and obligations of the preferred stock securities the Company holds.

There was no remeasurement event for our other investments in non-marketable equity securities that occurred during the three and nine months ended September 30, 2024.

We recognized no realized gains or losses during the three and nine months ended September 30, 2025 and 2024.

There was no remeasurement event for our investments in non-marketable equity securities that occurred during the three months ended March 31, 2026 and 2025.

We recognized no realized gains or losses during the three months ended March 31, 2026 and 2025.

The following table presents the carrying value of our non-marketable equity securities (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

seqWell $ 2,416 $ 2,416

1 unchanged sentence

Total non-marketable equity securities $ 2,498 $ 2,498

Fair Value Measurements

The following tables show the Company’s cash, cash equivalents, and short-term investments by significant investment category as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

Fair Value Measurement

The following tables show the Company’s cash, cash equivalents, and short-term investments by significant investment category as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments

1 unchanged sentence

Money market funds 9,923 — — 9,923 9,923 —

15,673 — — 15,673 15,673 —

Level 2 (1) :

8 unchanged sentences

Money market funds 17,156 — — 17,156 17,156 —

15,980 — — 15,980 15,980 —

Level 2 (1) :

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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 September 30, 2025 and December 31, 2024, the contractual maturity of all investments held was less than one year.

During the three and nine months ended September 30, 2025 and 2024, we did no t recognize any significant credit losses no r other-than-temporary impairment losses on our short-term investments.

As of March 31, 2026 and December 31, 2025, the contractual maturity of all investments held was less than one year.

During the three months ended March 31, 2026 and 2025, 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):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Work in process $ 13 $ —

2 unchanged sentences

Prepaid expenses and other current assets

As of September 30, 2025, prepaid expenses and other current assets consisted of prepaid expenses of $ 4.8 million and other current assets of $ 0.5 million.

As of March 31, 2026, prepaid expenses and other current assets consisted of prepaid expenses of $ 3.7 million and other current assets of $ 0.4 million.

As of December 31, 2025, prepaid expenses and other current assets consisted of prepaid expenses of $ 5.2 million and other current assets of $ 0.5 million.

1 unchanged sentence

Property and equipment, net consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Laboratory equipment $ 38,471 $ 38,943

7 unchanged sentences

Depreciation expense included in both research and development expenses and selling, general and administrative expenses in the unaudited condensed consolidated statements of operations was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Research and development $ 1,138 $ 946

3 unchanged sentences

Other accrued liabilities consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Accrued professional and outside service fees $ 1,598 $ 3,064

March 31, 2026 December 31, 2025

Accrued purchases $ 1,420 $ 938

Accrued professional and outside service fees 1,776 1,384

Total other accrued liabilities $ 3,196 $ 2,768

Stock-based Compensation

Equity Incentive Plans

In April 2025, our Board of Directors (the “Board”) approved the second amendment to the Codexis Inc.

2019 Incentive Award Plan, as amended (the “2019 Plan”) which amendment became effective upon stockholders' approval at the Annual Meeting of the Company’s stockholders in June 2025.

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.

Employee Stock Purchase Plan

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.

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.

Participant purchases are limited to a maximum of $ 25,000 of fair value of our stock per calendar year.

The Company is authorized to grant up to 2,000,000 shares of common stock under the ESPP.

The first offering period of the ESPP commenced in December 2023.

During the three months ended September 30, 2025 and 2024, no shares of our common stock were purchased under the ESPP.

For the nine months ended September 30, 2025 and 2024, 151,490 and 123,889 shares of our common stock were purchased under the ESPP, respectively.

As of September 30, 2025, 1,585,353 shares of common stock were available for future issuance under the ESPP.

We recognized $ 0.1 million and $ 0.3 million of stock-based compensation expenses related to the ESPP for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the total unrecognized stock-based compensation expense, net of expected forfeitures, related to the ESPP was $ 0.7 million and is expected to be recognized over the remaining offering period.

During the three months ended March 31, 2026 and 2025, no shares of our common stock were purchased under the ESPP.

As of March 31, 2026, 1,459,266 shares of common stock were available for future issuance under the ESPP.

We recognized $ 0.1 million of stock-based compensation expenses related to the ESPP for each of the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the total unrecognized stock-based compensation expense, net of expected forfeitures, related to the ESPP was $ 0.5 million and is expected to be recognized over the remaining offering period.

Stock-Based Compensation Expense

Stock-based compensation expense is included in the unaudited condensed consolidated statements of operations as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cost of product revenue $ 70 $ 61

3 unchanged sentences

The following table presents total stock-based compensation expense by security type included in the unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Stock options $ 742 $ 1,355

Restricted stock units (“RSUs”) and RSAs 618 919

Performance-contingent restricted stock units (“PSUs”) — — — 247

Performance based options (“PBOs”) — — — 1,357

ESPP 108 93 330 242

Total $ 1,428 $ 2,379

On June 29, 2024, we entered into an Advisory Services Agreement with a former executive of the Company.

Pursuant to the advisory agreement, which expired in August 2025, the exercise period for the former executive’s vested stock options and performance-based options was also extended.

The modification resulted in a stock-based compensation expense of $ 2.0 million recognized in selling, general and administrative expenses during the nine months ended September 30, 2024.

As of September 30, 2025, unrecognized stock-based compensation expense, net of expected forfeitures, was $ 9.7 million related to unvested stock options, and $ 4.5 million related to unvested RSUs and RSAs.

As of March 31, 2026, unrecognized stock-based compensation expense, net of expected forfeitures, was $ 7.5 million related to unvested stock options and $ 2.3 million related to unvested RSUs.

Stock-based compensation expense for these awards will be recognized through 2030.

1 unchanged sentence

Exercise of Options

For the nine months ended September 30, 2025 and 2024 , we issued 339,142 and 72,856 shares, respectively, upon option exercises at a weighted-average exercise price of $ 3.09 and $ 1.97 per share, respectively, with net cash proceeds of $ 1.0 million and $ 0.1 million, respectively.

For the three months ended March 31, 2026, there were no options exercised.

For the three months ended March 31, 2025, we issued 339,142 shares upon option exercises at a weighted-average exercise price of $ 3.09 per share, with net cash proceeds of $ 1.0 million.

Sales Agreements

In May 2021, we filed a Registration Statement on Form S-3 with the SEC (the “2021 Registration Statement”), that automatically became effective upon its filing, under which we were permitted to sell common stock, preferred stock, debt securities, warrants, purchase contracts, and units from time to time in one or more offerings.

On February 27, 2023, we filed a post-effective amendment to the 2021 Registration Statement.

Pursuant to that post-effective amendment, we registered an aggregate $ 200.0 million of securities.

In May 2021, we entered into an Equity Distribution Agreement (“EDA”) with Piper Sandler & Co (“PSC”), under which PSC, as our exclusive agent, at our discretion and at such times that we determined from time to time, may have sold over a three-year period from the execution of the EDA up to a maximum of $ 50.0 million of shares of our common stock.

Under the terms of the EDA, PSC was permitted to sell the shares at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

We were not required to sell any shares at any time during the term of the EDA.

On April 24, 2024, we terminated the EDA.

No shares of our common stock were issued and sold pursuant to the EDA during the three and nine months ended September 30, 2024 .

On May 2, 2024, we entered into a Controlled Equity Offering℠ Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”), under which Cantor, at our discretion and at such times that we may determine from time to time, may sell up to a maximum of $ 75.0 million of shares of our common stock.

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We will pay a commission of up to 3.0 % of gross sales proceeds of any common stock sold under the Cantor Sales Agreement.

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.

During the nine months ended September 30, 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 the Cantors’ commissions and direct offering expenses of $ 0.8 million.

As of September 30, 2025, $ 26.4 million remained available for sale under the Cantor Sales Agreement.

In the third quarter of 2024, 10,440,000 shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement and we received net proceeds of $ 29.7 million after Cantor’s commissions and direct offering expenses.

In the second quarter of 2025, 7,244,966 shares of our common stock were issued and sold under the same agreement and we received $ 16.4 million in net proceeds after Cantor’s commissions and direct offering expenses.

During the three months ended March 31, 2026, no shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement.

As of March 31, 2026, $ 26.4 million remained available for sale under the Cantor Sales Agreement.

Commitments and Contingencies

2 unchanged sentences

Lease cost amounts included in the measurement of lease obligations and other information related to non-cancellable operating leases were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating lease cost (1)

3 unchanged sentences

Operating Leases

Weighted-average remaining lease term (in years) 7.1 years

Weighted-average remaining lease term (in years) 6.6

Weighted-average discount rate 6.9 %

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid (in thousands):

Operating cash flows from operating leases $ 1,244 $ 1,208

As of September 30, 2025, our maturity analysis of annual undiscounted cash flows of the non-cancellable operating leases are as follows (in thousands):

As of March 31, 2026, our maturity analysis of annual undiscounted cash flows of the non-cancellable operating leases are as follows (in thousands):

Years Ending December 31, Operating Leases

37 unchanged sentences

The discount and issuance costs will be amortized over the life of the Innovatus Loan.

Interest expense for the Innovatus Loan for the three and nine months ended September 30, 2025 was $ 1.3 million and $ 3.2 million, respectively, and for the three and nine months ended September 30, 2024 was $ 1.0 million and $ 2.5 million, respectively.

This is inclusive of non-cash amortization of the debt discount, debt issuance costs, payable in-kind interest, and accretion of final payment.

Interest expense for the Innovatus Loan for the three months ended March 31, 2026 and 2025 was $ 1.3 million and $ 0.9 million , respectively, and is inclusive of non-cash amortization of the debt discount, debt issuance costs, payable in-kind interest, and accretion of final payment.

The carrying amount of the Innovatus Loan approximates fair value given the interest rate is based on the current prime rate.

The effective interest rate for the Innovatus Loan was 12.7 % as of September 30, 2025 .

The effective interest rate for the Innovatus Loan was 12.7 % as of March 31, 2026 .

Additionally, in connection with entering into the Innovatus Loan, we entered into a Warrant Agreement with Innovatus on February 13, 2024 and issued to Innovatus a warrant to purchase an aggregate of 424,028 shares of the Company’s common stock at an exercise price of $ 2.83 per share.

The warrants may be exercised on a cashless basis, and are immediately exercisable through the 10th anniversary of the issuance date.

The warrants may be exercised on a cashless basis, and are immediately exercisable through the tenth anniversary of the issuance date.

At the time of issuance, the Company determined the estimated fair value of the warrants of $ 0.9 million using the Black-Scholes model.

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The Company accounts for the amortization of the debt discount and issuance costs utilizing the effective interest method.

Long-term debt consisted of the following at September 30, 2025 (in thousands):

September 30, 2025

Long-term debt consisted of the following at March 31, 2026 (in thousands):

March 31, 2026

Face value of debt $ 40,000

6 unchanged sentences

Years Ending December 31,

2026 (remaining 9 months)

Total principal payments 42,159

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Percentage of Total Revenues for the

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

* 18 % 13 % 17 %

* 11 % 11 % *

14 % * 10 % *

40 % 17 % 11 % 10 %

Three Months Ended March 31,

* Percentage was less than 10%

Customers that each accounted for 10% or more of accounts receivable balances as of the periods presented as follows:

Customers that each accounted for 10% or more of accounts receivable balances as of the periods presented were as follows:

Percentage of Accounts Receivables as of

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

* Percentage was less than 10%

Identifiable long-lived assets by location was as follows (in thousands):

September 30, 2025 December 31, 2024

Identifiable long-lived assets by location were as follows (in thousands):

March 31, 2026 December 31, 2025

United States $ 42,167 $ 43,575

Subsequent Events

In October 2025, we entered into an enzyme supply assurance agreement with Merck Sharp & Dohme LLC (“Merck”) for enzymes used by Merck for pharmaceutical manufacturing.

Pursuant to the terms of the agreement, we are entitled to receive a one-time non-refundable and non-creditable payment of $ 37.8 million, which is expected to be received during the fourth quarter of 2025.

On November 6, 2025, in alignment with our enhanced strategic focus, we publicly announced that we are implementing a workforce reduction of approximately 24 %.

This measure was implemented in support of the Company’s organizational streamlining to focus on our ECO Synthesis platform.

We expect that the payment of post-employment benefits to impacted employees, as well as the payment of other expenses such as related tax costs, will result in the recognition of an additional expense of approximately $ 3.5 million.

We anticipate this expense will be recognized in the fourth quarter of 2025 and paid primarily during the same period.

We expect the workforce reduction to be substantially completed by January 2026.

These charges that we expect to incur are subject to a number of assumptions, including legal requirements in applicable jurisdictions, and actual expenses may differ materially from the estimates disclosed above.

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.

What changed 10-Q

Item 1. Financial Statements