Codexis prices stock offering, raises $23.1M

Codexis, Inc. entered into an Underwriting Agreement with Piper Sandler & Co. and Cantor Fitzgerald & Co. to issue and sell 16,666,667 shares of its common stock in a public offering at $1.50 per share.

Rhea-AI Filing Summary

Codexis, Inc. entered into an Underwriting Agreement with Piper Sandler & Co. and Cantor Fitzgerald & Co. to issue and sell 16,666,667 shares of its common stock in a public offering at $1.50 per share. The underwriters received a 30-day option to purchase up to 2,500,000 additional shares. The transaction was conducted under the company’s effective shelf registration statement on Form S-3 via a prospectus supplement.

The offering closed on July 27, 2026, when Codexis completed the sale and issuance of the 16,666,667 shares and received net proceeds of approximately $23.1 million after underwriting discounts, commissions and estimated expenses. Codexis, along with all directors and executive officers, agreed to a 90-day lock-up on sales or transfers of common stock after July 23, 2026, subject to specified exceptions.

Filing Explained

At March 31, 2026, Codexis reported $36,571,000 in cash and equivalents, alongside $28,569,000 of short-term investments; the completed offering separately produced approximately $23.1 million in net proceeds.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares offered: 16,666,667 shares Public offering price: $1.50 per share Underwriters’ option shares: 2,500,000 shares +4 more

7 metrics

Shares offered 16,666,667 shares Common stock issued and sold to underwriters in the public offering

Public offering price $1.50 per share Price at which the 16,666,667 common shares were offered

Underwriters’ option shares 2,500,000 shares Maximum additional common shares under 30-day over-allotment option

Net proceeds $23.1 million Approximate net proceeds after discounts, commissions and estimated expenses

Option period 30 days Duration of underwriters’ option to purchase additional shares

Lock-up period 90 days Period after July 23, 2026 during which company and insiders agreed not to sell stock

Offering close date July 27, 2026 Date Codexis completed sale and issuance of 16,666,667 shares

Key Terms

Underwriting Agreement, shelf registration statement, prospectus supplement, lock-up, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"effective shelf registration statement on Form S-3 (Registration No. 333-279082)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"The Offering was made under a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

lock-up financial

"agreed not to sell or transfer any Common Stock held by them for 90 days"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

net proceeds financial

"The Company received net proceeds from the Offering of approximately $23.1 million"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

FAQ

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

What amount of capital did Codexis (CDXS) raise in its July 2026 stock offering?

Codexis raised approximately $23.1 million in net proceeds from its July 2026 common stock offering. This amount reflects funds received after deducting underwriters’ discounts, commissions, and estimated offering expenses from the sale of 16,666,667 shares.

How many Codexis (CDXS) shares were sold and at what price in the offering?

Codexis sold 16,666,667 shares of common stock at a public offering price of $1.50 per share. These shares were issued to underwriters pursuant to an Underwriting Agreement and offered under an effective Form S-3 shelf registration statement.

Did Codexis (CDXS) grant underwriters an option for additional shares?

Yes. Codexis granted the underwriters a 30-day option to purchase up to 2,500,000 additional shares of common stock. This option is in addition to the 16,666,667 shares sold in the main offering under the Underwriting Agreement.

When did Codexis (CDXS) complete the closing of its common stock offering?

The offering closed on July 27, 2026, when Codexis completed the sale and issuance of the 16,666,667 common shares. Net proceeds of about $23.1 million were generated after underwriting discounts, commissions, and estimated offering expenses.

What lock-up restrictions apply to Codexis (CDXS) and its insiders after the offering?

Codexis and all its directors and executive officers agreed not to sell or transfer common stock for 90 days after July 23, 2026. Any exceptions to this lock-up are described in the prospectus supplement for the offering.

Under what registration statement did Codexis (CDXS) conduct this stock offering?

The common stock offering was conducted under Codexis’ effective shelf registration statement on Form S-3, Registration No. 333-279082. A prospectus supplement and accompanying prospectus governed the terms of the transaction.

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

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Available on EDGAR 07/27/2026 - 04:03 PM Accepted by SEC EDGAR 07/27/2026 - 04:02 PM Learn about SEC filing dates

false 0001200375 0001200375 2026-07-23 2026-07-23

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): July 23, 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 8.01. Other Events.

On July 23, 2026, Codexis, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 16,666,667 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), to the Underwriters (the “Offering”). The Shares were sold at a public offering price of $1.50 per Share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for 30 days, to purchase up to 2,500,000 additional shares of Common Stock.

The Offering was made under a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-279082).

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The Company and all of the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock held by them for 90 days after July 23, 2026 without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement.

On July 27, 2026, the Offering closed and the Company completed the sale and issuance of an aggregate of 16,666,667 shares of Common Stock. The Company received net proceeds from the Offering of approximately $23.1 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of July 23, 2026, among Codexis, Inc. and Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives of the underwriters named therein.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

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

Date: July 27, 2026				CODEXIS, INC.
				By:		/s/ Georgia Erbez
						Georgia Erbez Chief Financial Officer and Chief Business Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 233.3 KB
• EX-5.1 EX-5.1 12.2 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