Opaleye clarifies Codexis (CDXS) insider stock sales in amended filing

Rhea-AI Filing Summary

Opaleye Management Inc. filed an amended insider transaction report for its holdings in Codexis, Inc. This Form 4/A corrects a clerical error for a November 26, 2025 trade that was originally reported as a stock acquisition and is now correctly shown as a disposition of Codexis common shares.

The report lists multiple indirect sales of Codexis common stock, par value $0.001 per share, through Opaleye, L.P. and a separately managed account on November 26, November 28 and December 1, 2025. Share blocks were sold at weighted average prices of $1.7413, $1.75 and $1.6675 per share, with actual trade prices within ranges of $1.7316–$1.75699, $1.73–$1.7715 and $1.65–$1.7101 as described in the footnotes. After the December 1, 2025 transactions, the report shows 9,955,000 Codexis shares indirectly held via Opaleye, L.P. and 179,989 shares via a managed account.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Opaleye Management Inc.

(Last) (First) (Middle)

ONE BOSTON PLACE, 26TH FLOOR

(Street)

BOSTON MA 02108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CODEXIS, INC. [ CDXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/01/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	11/26/2025		S		148,318	D	$1.7413	10,305,000	I	By Opaleye, L.P.(1)(3)(6)
Common Stock, par value $0.001 per share	11/26/2025		S		5,000	D	$1.7413	191,012	I	By Managed Account(2)(3)(6)
Common Stock, par value $0.001 per share	11/28/2025		S		105,000	D	$1.75	10,200,000	I	By Opaleye, L.P.(1)(4)(6)
Common Stock, par value $0.001 per share	11/28/2025		S		2,490	D	$1.75	188,522	I	By Managed Account(2)(4)(6)
Common Stock, par value $0.001 per share	12/01/2025		S		245,000	D	$1.6675	9,955,000	I	By Opaleye, L.P.(1)(5)(6)
Common Stock, par value $0.001 per share	12/01/2025		S		8,533	D	$1.6675	179,989	I	By Managed Account(2)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents securities owned directly by Opaleye, L.P. (the "Fund"). As the investment manager of the Fund, Opaleye Management Inc. may be deemed to beneficially own the securities owned directly by the Fund.

2. Securities owned by a separately managed account (the "Managed Account"). As the portfolio manager of the Managed Account, Opaleye may be deemed to beneficially own the securities owned directly by the Managed Account.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.7316 - $1.75699 inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.73 - $1.7715 inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.65 - $1.7101 inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

6. Opaleye Management Inc. disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that Opaleye Management Inc. is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

This Form 4/A is being filed to correct a clerical error in Column 4 of Table I for the transaction on 11/26/2025, which was originally reported as an acquisition ('A') and has been corrected to a disposition ('D'). No other changes have been made.

	Opaleye Management Inc., By: /s/ James Silverman, President	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What change does this Form 4/A report for Codexis (CDXS)?

The amendment corrects a clerical error for a November 26, 2025 transaction in Codexis common stock. A trade that was originally reported as an acquisition was updated to show it was actually a disposition of shares.

What Codexis stock sale dates and prices does Opaleye report?

The report covers indirect sales of Codexis common stock on November 26, 2025, November 28, 2025, and December 1, 2025. Weighted average prices were $1.7413, $1.75, and $1.6675 per share, with trades executed within price ranges of $1.7316–$1.75699, $1.73–$1.7715, and $1.65–$1.7101.

How many Codexis (CDXS) shares does Opaleye report owning after these transactions?

Following the December 1, 2025 trades, the filing shows indirect beneficial ownership of 9,955,000 Codexis shares through Opaleye, L.P. and 179,989 Codexis shares through a separately managed account.

Through which entities are Opaleye's Codexis shares held?

Shares are held by Opaleye, L.P. (the "Fund") and by a separately managed account (the "Managed Account"). Opaleye Management Inc., as investment manager of the Fund and portfolio manager of the Managed Account, may be deemed to beneficially own those securities.

Does Opaleye Management claim full beneficial ownership of the Codexis shares reported?

No. Opaleye Management Inc. specifically disclaims beneficial ownership of the reported Codexis shares except to the extent of its pecuniary interest in them.

Are the Codexis prices in this Form 4/A from single trades or multiple trades?

The prices reported in column 4 are weighted average prices. The footnotes state that the shares were sold in multiple transactions within the disclosed price ranges, and detailed trade data is available on request to the SEC staff, the issuer, or a security holder.