Codexis borrows $42.5M under new secured loan deal

The $42.5 million initial draw, together with cash on hand, funded repayment of approximately $43.6 million in prior-loan obligations.

Available on EDGAR 11/10/2026 - 07:33 AM EST Accepted by SEC EDGAR 11/10/2026 - 07:33 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Codexis, Inc. (CDXS) entered into a secured term-loan agreement for up to $60.0 million. Lenders funded $42.5 million on November 5, 2026; another $7.5 million is available at the borrowers’ request through December 15, 2027, subject to customary conditions and a 20% limit on the post-loan principal-to-market-capitalization ratio. A further $10.0 million is available through the Interest Only Period, subject to lender approval in its sole discretion.

The variable annual rate is the greater of 10.50% and the sum of the lesser of the Wall Street Journal prime rate and 8.00%, plus 3.75%. Interest-only payments run through November 1, 2030, followed by equal monthly principal-and-interest payments through maturity on November 1, 2031; absent an event of default or potential event of default by the period’s last day, the interest-only period extends to maturity. At maturity or earlier prepayment or acceleration, borrowers owe an end-of-term payment equal to 5.00% of funded original principal. The funded draw and cash on hand repaid the prior Innovatus loan in full for approximately $43.6 million.

The lenders received warrants for up to 1,666,668 shares at $1.08 per share; 1,180,556 shares vested when the first tranche was funded. The loans are secured by substantially all borrower assets, including intellectual property.

Positive

• None.

Negative

• Minor pointThe new term loans carry a 10.50% minimum annual interest rate.

Filing Explained

The active loan imposes debt-matched liquidity below a market capitalization of four hundred million dollars; vested warrants leave share dilution conditional on exercise.

The loan is in effect; if Codexis’s market capitalization falls below $400.0 million, it must maintain agreement-defined liquidity at least equal to outstanding loan principal. The agreement allows a 60-day cure no more than twice in any trailing 12-month period, but not if liquidity falls below 90% of outstanding principal.

Separately, warrants covering 1,180,556 shares vested and became exercisable; the filing describes those as shares issuable on exercise, not common shares issued, so any resulting dilution depends on exercise.

8-K Event Classification

5 items: 1.01, 1.02, 2.03, 3.02, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate term-loan principal: Up to $60.0 million Tranche A funded: $42.5 million Innovatus loan payoff: Approximately $43.6 million +5 more

8 metrics

Aggregate term-loan principal Up to $60.0 million Available in three tranches

Tranche A funded $42.5 million Funded November 5, 2026

Innovatus loan payoff Approximately $43.6 million Paid using Tranche A proceeds and cash on hand

Minimum annual interest rate 10.50% per annum The loans bear the greater of this rate and the contractual rate formula

Market-capitalization threshold $400.0 million Liquidity covenant applies when market capitalization is below this amount

Lender warrants Up to 1,666,668 shares Warrants to purchase common stock

Warrant exercise price $1.08 per share Lender warrants

Warrant shares vested 1,180,556 shares Vested upon funding of the Tranche A Loan

Key Terms

Interest Only Period, end of term payment, financial covenant, cashless basis

4 terms

Interest Only Period financial

"monthly payments of interest only until November 1, 2030"

A specified span in a loan or credit agreement during which the borrower is required to pay only the periodic interest charges and is not required to repay any of the loan principal; the outstanding principal balance stays the same throughout that period. The interest-only period is set in the loan terms and is followed by either regular amortizing payments that repay principal over the remaining term or a single large principal repayment (a balloon), and any interest that was not paid as agreed may be capitalized or treated according to the contract.

end of term payment financial

"an end of term payment equal to 5.00%"

financial covenant financial

"a financial covenant requiring the Borrowers"

A financial covenant is a clause in a loan or credit agreement that requires a borrower to keep specific financial measures—such as cash levels, profit, or debt ratios—within agreed limits. Investors watch these rules because breaking them can let lenders demand immediate repayment, impose penalties, or restrict a company’s ability to pay dividends or take on new projects; think of it as house rules that, if violated, can force sudden, costly changes.

cashless basis financial

"may be exercised on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did CDXS borrow under its new loan agreement?

The agreement provides for up to $60.0 million in term loans, with $42.5 million funded on November 5, 2026. Another $7.5 million is available through December 15, 2027, subject to customary conditions and a 20% limit on the post-loan principal-to-market-capitalization ratio; a further $10.0 million requires lender approval.

What are the interest and repayment terms for CDXS’s new loan?

The variable annual rate is the greater of 10.50% and the sum of the lesser of the Wall Street Journal prime rate and 8.00%, plus 3.75%. Interest-only payments run through November 1, 2030, followed by equal monthly principal-and-interest payments through maturity on November 1, 2031. A 5.00% end-of-term payment applies to funded original principal at maturity or earlier prepayment or acceleration.

How did CDXS use the proceeds from its initial loan draw?

Codexis used the $42.5 million Tranche A proceeds together with cash on hand to pay approximately $43.6 million and repay the Innovatus loan in full. The prior loan obligations were discharged, its liens and security interests were released, and that agreement was terminated.

What liquidity requirement applies to CDXS’s new loans?

When Codexis’s market capitalization is less than $400.0 million, the borrowers must maintain liquidity, as defined in the agreement, of at least the outstanding loan principal. A 60-day cure right may be used no more than twice in any trailing 12-month period and is unavailable if liquidity falls below 90% of outstanding principal.

What warrants did the lenders receive from CDXS?

The lenders received warrants to purchase up to 1,666,668 shares of common stock at $1.08 per share. The warrants vest in tranches as loans are funded; 1,180,556 shares vested when the $42.5 million Tranche A Loan was funded. The warrants expire November 5, 2036, and may be exercised on a cashless basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001200375 0001200375 2026-11-05 2026-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2026

Codexis, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34705		71-0872999
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 Penobscot Drive

Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (650) 421-8100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		CDXS		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Loan and Security Agreement

On November 5, 2026 (the “Closing Date”), Codexis, Inc., a Delaware corporation (the “Company”) and its wholly owned subsidiary, Codexis Mayflower Holdings, LLC, a Delaware limited liability company (together with the Company, the “Borrowers”) entered into that certain Loan and Security Agreement (the “LSA”) with the lenders party thereto from time to time (the “Lenders”) and Trinity Capital Inc., as administrative agent and collateral agent for the Lenders (the “Agent”).

The LSA provides for term loans in an aggregate principal amount of up to $60.0 million, available in three tranches: (a) a term loan of $42.5 million, which was funded on the Closing Date (the “Tranche A Loan”); (b) a term loan of $7.5 million, available at the Borrowers’ request through December 15, 2027, subject to customary conditions and to the ratio of the outstanding principal amount of the Loans (after giving pro forma effect to such loan) to the Company’s market capitalization, as defined in the LSA, not exceeding 20% (the “Tranche B Loan”); and (c) a term loan of $10.0 million, available through the end of the Interest Only Period (as defined below), subject to approval by the Lenders in their sole discretion (the “Tranche C Loan” and, together with the Tranche A Loan and the Tranche B Loan, the “Loans”). The Borrowers are required to pay a commitment fee equal to 1.00% of the principal amount of each Loan funded.

The Loans bear interest at a variable rate per annum equal to the greater of (i) 10.50% and (ii) the sum of (x) the lesser of The Wall Street Journal prime rate and 8.00%, plus (y) 3.75%. The Borrowers are required to make monthly payments of interest only until November 1, 2030 (such period, the “Interest Only Period”), after which the Loans amortize in equal monthly installments of principal and interest through the maturity date of November 1, 2031 (the “Maturity Date”). If no event of default or potential event of default has occurred on or prior to the last day of the Interest Only Period, the Interest Only Period will extend to the Maturity Date. At maturity or upon earlier prepayment or acceleration, the Borrowers are required to pay an end of term payment equal to 5.00% of the original principal amount of the Loans funded.

The Borrowers may prepay the Loans in whole at any time, subject to a prepayment premium equal to 3.00% of the principal amount prepaid if prepaid on or before the first anniversary of the Closing Date, 2.00% if prepaid after the first anniversary and on or before the second anniversary of the Closing Date, and 1.00% thereafter. The Borrowers are required to prepay the Loans, together with the applicable prepayment premium and other amounts then due, upon a change of control or the acceleration of the Loans following an event of default.

The Borrowers’ obligations under the LSA are secured by substantially all of their assets, including intellectual property, subject to customary exceptions. The LSA contains customary representations and warranties and affirmative and negative covenants, including restrictions on the incurrence of additional indebtedness, liens, investments, dispositions, mergers and acquisitions, dividends and other distributions, and transactions with affiliates, in each case subject to certain exceptions. The LSA also contains a financial covenant requiring the Borrowers, at any time the Company’s market capitalization is less than $400.0 million, to maintain liquidity, as defined in the LSA, of not less than the then-outstanding principal amount of the Loans, subject to a 60-day cure right that may be exercised no more than twice in any trailing 12-month period and that is not available if liquidity falls below 90% of the then-outstanding principal amount of the Loans.

The LSA contains customary events of default, including, among others, payment defaults, breaches of covenants, material inaccuracies of representations and warranties, cross-defaults to other indebtedness in excess of $500,000, insolvency events, judgments in excess of $750,000, the occurrence of a material adverse change, a change of control, the delisting of the Company’s common stock and a decline of 95% or more in the price of the Company’s common stock from the price on the Closing Date that continues for 30 consecutive days. Upon the occurrence and during the continuance of an event of default, the Agent may declare all outstanding obligations immediately due and payable, and the interest rate on the Loans may be increased by 4.00% per annum.

Lender Warrants

On the Closing Date, in connection with the LSA, the Company issued to the Lenders warrants (the “Lender Warrants”) to purchase up to an aggregate of 1,666,668 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $1.08 per share. The Lender Warrants vest and become exercisable in tranches upon the funding of each of the Tranche A Loan, the Tranche B Loan and the Tranche C Loan,

with respect to a number of shares of Common Stock equal to 3.0% of the principal amount of the applicable Loan funded by the applicable Lender divided by the exercise price. Shares that have vested will not be forfeited upon any repayment, prepayment, refinancing or acceleration of the Loans or the termination of the LSA. Upon the funding of the Tranche A Loan on the Closing Date, the Lender Warrants vested with respect to 1,180,556 shares of Common Stock. The Lender Warrants expire on November 5, 2036 and may be exercised on a cashless basis.

The foregoing descriptions of the LSA and the Lender Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the LSA and the form of Lender Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, in connection with entry into the LSA, the Company used the proceeds of the Tranche A Loan, together with cash on hand, to repay in full all outstanding obligations under the Loan and Security Agreement, dated as of February 13, 2024, by and among the Company, Innovatus Life Sciences Lending Fund I, LP, as collateral agent, and the lenders party thereto (as amended, the “Innovatus Loan Agreement”). The Company paid an aggregate of approximately $43.6 million (the “Payoff Amount”), consisting of outstanding principal, accrued and unpaid interest, a prepayment fee and a final payment fee, together with other fees and expenses. Upon receipt of the Payoff Amount, all of the Company’s obligations under the Innovatus Loan Agreement were satisfied and discharged in full, all liens and security interests securing such obligations were released, and the Innovatus Loan Agreement was terminated. The warrants to purchase shares of Common Stock previously issued to Innovatus in connection with the Innovatus Loan Agreement remain outstanding in accordance with their terms.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Loan and Security Agreement” is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Lender Warrants” is incorporated by reference into this Item 3.02. The Lender Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Each Lender represented in its Lender Warrant that it is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and is acquiring the Lender Warrant for investment for its own account and not with a view to the public resale or distribution thereof within the meaning of the Securities Act. Neither the Lender Warrants nor the shares of Common Stock issuable upon exercise thereof have been registered under the Securities Act, and they may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrant to Purchase Stock.
10.1*		Loan and Security Agreement, dated as of November 5, 2026, by and among Codexis, Inc., Codexis Mayflower Holdings, LLC, the lenders party thereto and Trinity Capital Inc., as administrative agent and collateral agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Portions of the exhibit, marked by brackets, have been omitted because the omitted information is (i) not material and (ii) customarily and actually treated as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CODEXIS, INC.
Date: November 10, 2026				By:		/s/ Georgia Erbez
						Georgia Erbez
						Chief Financial Officer and Chief Business Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 394.1 KB

Other Documents

• EX-4.1 EX-4.1 71.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB