[S-8] Codexis, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Codexis, Inc. filed a Form S-8 to register an additional 8,000,000 shares of its common stock for issuance under the Codexis, Inc. 2019 Incentive Award Plan, following a stockholder-approved amendment to the plan on June 10, 2025. The filing states these additional shares are in addition to shares registered under prior Form S-8 filings (June 21, 2019 and August 3, 2023), which remain effective, and that the new registration is submitted under General Instruction E to register additional securities of the same class.

The Registration Statement incorporates by reference the company’s Annual Report for the fiscal year ended December 31, 2024 (filed February 27, 2025), Quarterly Reports for the quarters ended March 31, 2025 (filed May 14, 2025) and June 30, 2025 (filed August 13, 2025), and several Current Reports filed in 2025. The filing also describes the company’s indemnification provisions for officers and directors and lists exhibits including legal opinions and auditor consents.

Positive

• 8,000,000 additional shares of common stock registered for issuance under the 2019 Incentive Award Plan following stockholder approval on June 10, 2025
• Registration submitted under General Instruction E and prior Form S-8 registrations remain effective, maintaining continuity of disclosure
• Indemnification agreements and D&O insurance are in place and disclosed, supporting protection for directors and officers

Negative

• None.

Insights

Securities/Equity Compensation Analyst

TL;DR: Codexis registered 8,000,000 additional shares to support equity awards under its 2019 plan, following shareholder approval.

The filing documents a routine but material increase in the pool available for employee and director equity awards: 8,000,000 additional shares were reserved by amendment approved on June 10, 2025. This Form S-8 follows prior effective registrations for the same plan and incorporates those filings by reference, ensuring continuity in disclosure. For investors and modelers, the filing confirms potential dilution capacity (explicit share count added) but does not disclose grant timing, recipients, or vesting terms in this document—those are governed by the Plan and prior filings incorporated by reference.

Corporate Governance Expert

TL;DR: The filing reiterates standard governance protections and indemnification, and lists required legal and auditor consents.

The Registration Statement reaffirms the registrant’s indemnification framework under Delaware law, references indemnification agreements with directors and officers, and notes maintenance of directors and officers insurance. Exhibits include legal opinion(s) and consents from independent auditors (KPMG and BDO) and counsel. The document is procedural and focused on administrative compliance for equity grant registration; it does not introduce new governance policies but confirms existing charter, bylaws, and indemnity arrangements incorporated by reference.

As filed with the Securities and Exchange Commission on August 13, 2025

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Codexis, Inc.

(Exact name of registrant as specified in its charter)

Delaware		71-0872999
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

200 Penobscot Drive

Redwood City, CA 94063

(Address and Zip Code of Principal Executive Offices)

Codexis, Inc. 2019 Incentive Award Plan

(Full title of the plan)

Georgia Erbez

Chief Financial Officer

Codexis, Inc.

200 Penobscot Drive

Redwood City, CA 94063

(650) 421-8100

(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Codexis, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 8,000,000 shares of the Registrant’s Common Stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance under the Codexis, Inc. 2019 Incentive Award Plan (together with previous versions of such plan, and as may be further amended from time to time, the “Plan”), pursuant to an amendment to the Plan that was approved by the Registrant’s stockholders on June 10, 2025, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June  21, 2019 (Registration No. 333-232262) and August 3, 2023 (Registration No. 333-273661) (collectively, the “Prior Registration Statements”). The Prior Registration Statements are currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. In accordance with Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are hereby incorporated in this Registration Statement by reference (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):

1. The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, filed with the Commission on February 27, 2025 (the “Annual Report”);

2. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 14, 2025;

3. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 13, 2025;

3 The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 16, 2025, March  31, 2025, April  9, 2025, and June 11, 2025.

4 All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report; and

5 The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on April 19, 2010, and any amendments or reports filed for the purposes of updating such description, including Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 28, 2024.

In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 of the DGCL shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 of the DGCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 of the DGCL also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

The Registrant’s amended and restated certificate of incorporation provides that the Registrant may, and the Registrant’s amended and restated bylaws provide that it shall, indemnify and advance expenses to each of the Registrant’s directors and officers, and may indemnify and advance expenses to its employees and other agents, to the fullest extent permitted by the DGCL, as described above.

The Registrant has also entered into indemnification agreements with each of its directors and executive officers, and certain other of its employees, in addition to the indemnification provisions provided for in its amended and restated certificate of incorporation and amended and restated bylaws. Subject to the limitations of the DGCL and other applicable law, these agreements provide for the indemnification of the Registrant’s directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party or participant in, or are threatened to be made a party or participant in, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of the Registrant, or any of its subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at the Registrant’s request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of the Registrant or any of its subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. The Registrant intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and will maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the Commission on May 28, 2010).
4.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 16, 2023).
4.3		Second Amended and Restated Bylaws of Registrant effective as of November  7, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with he Commission on November 12, 2024).
4.4		Codexis, Inc. 2019 Incentive Award Plan, as amended (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 24, 2025).
5.1*		Opinion of Sidley Austin LLP with respect to validity of issuance of securities.
23.1*		Consent of KPMG, LLP, independent registered public accounting firm.
23.2*		Consent of BDO USA, P.C., independent registered public accounting firm.
23.3*		Consent of Sidley Austin LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature pages to the Registration Statement and incorporated herein by reference).
107*		Filing Fee Table.

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on August 13, 2025.

CODEXIS, INC.
By:		/s/ Stephen Dilly
Name:		Stephen Dilly
Title:		Chairman of the Board of Directors, President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Codexis, Inc., hereby severally constitute and appoint Stephen Dilly and Georgia Erbez, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Codexis, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Stephen Dilly		Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer)		August 13, 2025
Stephen Dilly
/s/ Georgia Erbez		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 13, 2025
Georgia Erbez
/s/ Cynthia Collins		Director		August 13, 2025
Cynthia Collins
/s/ Raymond De Vré		Director		August 13, 2025
Raymond De Vré
/s/ Esther Martinborough		Director		August 13, 2025
Esther Martinborough
/s/ H. Stewart Parker		Director		August 13, 2025
H. Stewart Parker
/s/ Christos Richards		Director		August 13, 2025
Christos Richards
/s/ Rahul Singhvi
Rahul Singhvi		Director		August 13, 2025
/s/ David V. Smith
David V. Smith		Director		August 13, 2025
/s/ Dennis P. Wolf
Dennis P. Wolf		Director		August 13, 2025

FAQ

What did Codexis (CDXS) register on Form S-8?

The company registered an additional 8,000,000 shares of its common stock for issuance under the Codexis, Inc. 2019 Incentive Award Plan.

When was the plan amendment that added shares approved?

The plan amendment increasing the reserved shares was approved by stockholders on June 10, 2025.

Are previous Form S-8 registrations for the Plan still effective?

Yes. The filing states the additional shares are in addition to shares registered on Form S-8 filed on June 21, 2019 (Reg. No. 333-232262) and August 3, 2023 (Reg. No. 333-273661), and those Prior Registration Statements are currently effective.

Which periodic reports are incorporated by reference into this Registration Statement?

The Annual Report for the year ended December 31, 2024 (filed Feb 27, 2025), Quarterly Reports for periods ended March 31, 2025 (filed May 14, 2025) and June 30, 2025 (filed Aug 13, 2025), and Current Reports filed on Jan 16, Mar 31, Apr 9, and Jun 11, 2025 are incorporated by reference.

Who signed and authorized the Registration Statement for Codexis?

The Registration Statement was signed on behalf of Codexis by Stephen Dilly (Chairman, President & CEO) and Georgia Erbez (CFO), and executed by the listed directors on August 13, 2025.