Form 8-K

8-K — CODEXIS, INC.

Accession: 0001193125-26-344646

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001200375

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d171403d8k.htm (Primary)

EX-99.1 (d171403dex991.htm)

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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): August 11, 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)

(650) 421-8100

Registrant’s telephone number, including area code

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 2.02

Results of Operations and Financial Condition.

On August 11, 2026, Codexis, Inc. announced its financial results for the quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

Exhibit

No.

Description

99.1

Press release dated August 11, 2026 relating to the financial results for the quarter ended June 30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 11, 2026

By:

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer and Chief Business Officer

EX-99.1

Filename: d171403dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Codexis Reports Second Quarter 2026 Financial Results

Reports revenue of $14.9 million for the second quarter of 2026, company reiterates full-year financial guidance

Shared new advances in RNA therapeutic manufacturing at TIDES US showing that its ECO

Synthesis® Manufacturing Platform exerts enzyme-driven stereoisomer control of siRNA

Completed successful equity capital raise of approximately $25 million in net proceeds

REDWOOD CITY, Calif., August 11, 2026 — Codexis, Inc. (NASDAQ: CDXS), a leading provider of enzymatic solutions for efficient

and scalable manufacturing of complex therapeutics, today announced financial results for the second quarter ended June 30, 2026, and provided a business update.

“I am pleased with the strong financial results reported today for the second quarter of 2026,” stated Alison Moore, PhD, President and Chief

Executive Officer of Codexis. “In May, we presented new data at the TIDES US annual meeting demonstrating how the ECO Synthesis® Manufacturing Platform enables control over

stereochemistry in the manufacture of siRNA compounds which may enhance their potency and product quality. We also demonstrated our technology has the ability to initiate enzymatic RNA synthesis starting from a single nucleotide. In addition, our

balance sheet was significantly strengthened by a capital raise of approximately $25 million in net proceeds, completed in July. We have made significant progress in the first half of 2026 in industrializing our ECO Synthesis Manufacturing

Platform, and look forward to continued demonstration of the value of our technology to our customers in the second half.”

Second Quarter and

Recent Business Highlights

•

Codexis hosted three key presentations at the 2026 TIDES US annual meeting that took place in May. These

presentations demonstrated enzyme-driven stereoisomer control of siRNA using ECO Synthesis technology, the superior performance of Codexis ligase in siRNA ligation reactions, and the metrics of improved

sustainability of the ECO Synthesis manufacturing platform compared to Solid-Phase Oligonucleotide Synthesis, the current industry manufacturing standard. These presentations have generated strong interest in both startup and established

participants in the siRNA field.

•

The Company successfully completed an equity financing in July that raised a total of approximately

$25 million in net proceeds, resulting in proforma cash of approximately $80 million.

Upcoming Milestones

•

The Company will be submitting its application for a building permit for its ECO GMP Manufacturing Center in

preparation to commence retrofit construction during the second half of 2026. Full production capability is planned by the end of 2027. The purpose of this facility is to provide siRNA material for preclinical investigations and Phase 1 clinical

trials.

•

Expand relationships with our CDMO partners with a goal of commencing an additional strategic partnership by the

end of 2026.

•

Advance our partnerships with drug innovators toward clinical stage manufacturing agreements.

•

Continue our engagement with the FDA Emerging Technologies team to discuss ECO Synthesis-derived siRNA product

quality, stereoisomer control, and product comparability in anticipation of a meeting with the Agency in the fourth quarter of 2026.

Second Quarter 2026 Financial Highlights

•

Total revenues were $14.9 million for the second quarter of 2026 compared to $15.3 million in the

second quarter of 2025. The decrease was primarily due to lower research and development revenue. This was mostly offset by higher product revenue, driven by the approval and launch of new products by our customers with higher margins compared to

more established products.

•

Product gross margin was 73% for the second quarter of 2026, compared to 72% in the second quarter of 2025. The

increase in gross margin was largely due to a shift in sales toward more profitable products, and declines in less profitable, established products.

•

Research and Development expenses for the second quarter of 2026 were $11.7 million compared to

$13.8 million in the second quarter of 2025. The decrease was primarily due to lower employee-related costs, reduced spending on outside services and lower lab supplies, partially offset by higher allocable costs.

•

Selling, General & Administrative expenses for the second quarter of 2026 were $10.9 million

compared to $12.3 million in the second quarter of 2025. The decrease was primarily due to lower employee-related costs associated with reduced headcount, lower stock-based compensation expenses, and lower allocable costs, partially offset by

higher facility-related expenses.

•

The net loss for the second quarter of 2026 was $12.0 million, or $0.13 per share, compared to a net loss of

$13.3 million, or $0.16 per share, for the second quarter of 2025.

•

As of June 30, 2026, Codexis had $54.9 million in cash, cash equivalents, and short-term investments.

After the close of the second quarter, Codexis successfully completed an equity financing that raised a total of approximately $25 million in net proceeds, resulting in proforma cash of approximately $80 million.

2026 Financial Guidance Reiterated

Codexis reiterated

its full-year 2026 financial guidance as follows:

•

Total revenues are expected to be in the range of $72 million to $76 million. Gross margin for the year

2026 is expected to be in the high 60% range.

•

Codexis expects that its existing cash, cash equivalents, and short-term investments will be sufficient to fund

its planned operations through the end of 2028. The financial guidance and cash runway projections include the expenses associated with the build out of the GMP production facility.

Conference Call and Webcast

Codexis will hold a

conference call and webcast today beginning at 4:30 pm ET. A live webcast will be available on the Investors section of the Company website at ir.codexis.com. The conference call dial-in numbers are 877-705-2976 for domestic callers and 201-689-8798 for international callers.

A telephone recording of the call will be available for 48 hours beginning approximately two hours after the

completion of the call by dialing 877-660-6853 for domestic callers or 201-612-7415 for

international callers. Please use the passcode 13726635 to access the recording. A webcast replay will be available on the Investors section of the Company website, beginning approximately two hours after the completion of the call.

About Codexis

Codexis® is a leading provider of enzymatic solutions for efficient and scalable therapeutics manufacturing, leveraging its proprietary

CodeEvolver® technology to discover, develop and enhance novel, high-performance enzymes. Codexis enzymes solve for real-world challenges associated with small molecule pharmaceuticals

manufacturing and nucleic acid synthesis. The Company is currently developing its proprietary ECO Synthesis® Manufacturing Platform to enable the scaled manufacture of RNAi therapeutics

through an enzymatic route. Codexis’ unique enzymes can drive improvements such as higher yields, reduced energy usage and waste generation, improved efficiency in manufacturing, and greater sensitivity in genomic and diagnostic applications.

For more information, visit https://www.codexis.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,”

“contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,”

“plan,” “positioned,” “potential,” “predict,” “forecast,” “guidance,” “look forward to,” “milestone,” “on track,” “outlook,”

“project,” “runway,” “seek,” “should,” “suggest,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future

events and future trends, or the negative of these terms or other comparable terminology. To the extent that statements contained in this press release are not descriptions of historical facts, they are forward-looking statements reflecting the

current beliefs and expectations of management. These forward-looking statements include, but are not limited to, statements regarding anticipated milestones, including anticipated product launches by Codexis’ customers, technical milestones,

data releases and public announcements related thereto; Codexis’ expectation that its existing cash, cash equivalents and short-term investments will be sufficient to fund its planned operations through the end of 2028, including the expenses

associated with the build out of its GMP production facility; Codexis’ 2026 financial guidance, including its revenue and gross margin guidance; the anticipated submission of Codexis’ application for a building permit for its ECO GMP

Manufacturing Center and the timing thereof; the receipt of required permits and approvals for, and the timing, cost and completion of, the retrofit construction of Codexis’ ECO GMP Manufacturing Center, the anticipated commencement of

retrofit construction in the second half of 2026 and the achievement of full production capability by the end of 2027, and the intended use of the facility to supply siRNA material for preclinical investigations and Phase 1 clinical trials;

Codexis’ ability to advance partnerships with drug innovators toward clinical stage manufacturing agreements; Codexis’ ability to expand relationships with CDMO partners and to commence an additional strategic partnership by the end of

2026; Codexis’ continued engagement with the FDA’s Emerging Technologies team and the anticipated timing of a meeting with the Agency in the fourth quarter of 2026; and the anticipated benefits, performance, sustainability and commercial

potential of Codexis’ ECO Synthesis® Manufacturing Platform and dsRNA ligase, including the potential effect of enzyme-driven stereoisomer control

on the potency and product quality of siRNA compounds and the anticipated level of customer interest in and adoption of Codexis’ technology. The forward-looking statements in this press release are subject to the safe harbor created by these

sections, speak only as of the date of this press release, and are qualified by the cautionary statements set forth below. You should not place undue reliance on these

forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Codexis’ control and that could materially affect

actual results. Factors that could materially affect actual results include, among others: Codexis’ dependence on its licensees and collaborators and the risk that collaborators may terminate their development programs under their respective

license agreements with Codexis; Codexis’ dependence on a limited number of products and customers, and potential adverse effects to Codexis’ business if its customers’ products are not received well in the markets; Codexis’

ability to successfully develop and commercialize new technology and products for its target markets, including its ECO Synthesis® manufacturing platform and dsRNA ligase; the risk that

competitors and potential competitors who have greater resources and experience than Codexis may develop products and technologies that make Codexis’ products and technologies obsolete; Codexis’ ability to advance partnerships with drug

innovators toward clinical stage manufacturing agreements and to establish strategic partnerships with CDMOs; the timing, cost and successful completion of the retrofit construction of Codexis’ GMP facility and the risk that the facility may

not achieve operational readiness on the anticipated timeline; the risk that the FDA or other regulatory authorities may not accept enzymatically synthesized oligonucleotides or that the regulatory pathway for ECO Synthesis-derived products may be

longer or more uncertain than anticipated; risks relating to Codexis’ dependence on its GMP facility, and the risk of delays or cost overruns in obtaining permits and approvals, procuring equipment with long lead times, or completing

construction; the concentration of Codexis’ revenue in a limited number of contracts and milestones; Codexis’ potential need for additional capital in the future in order to expand its business, the risk that additional capital may not

be available on acceptable terms or at all; Codexis’ ability to comply with debt covenants under its loan facility and to satisfy scheduled principal and interest payment obligations, and the effect of the terms of that facility on

Codexis’ liquidity and operating flexibility; risks relating to Codexis’ ability to obtain, maintain, defend and enforce patents, trade secrets and other intellectual property rights covering its technologies, and the risk of

intellectual property infringement claims by third parties; Codexis’ dependence on key personnel and its ability to attract and retain qualified employees; Codexis’ reliance on third-party suppliers of nucleotides, reagents and other

materials; risks relating to cybersecurity incidents and data integrity; volatility in the market price of Codexis’ common stock and its ability to maintain compliance with Nasdaq listing requirements; Codexis’ ability to accurately

forecast financial and operational performance; the impact of market, political and economic conditions on Codexis’ business, financial condition and share price; and the impact of international trade policies, including tariffs, sanctions and

trade barriers, on Codexis’ business. Additional information about factors that could materially affect actual results can be found in Codexis’ Annual Report on Form 10-K filed with the Securities

and Exchange Commission (SEC) on March 11, 2026, and in Codexis’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, to be filed with the SEC, in each case including

under the caption “Risk Factors,” and in Codexis’ other filings with the SEC. Codexis expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law. Codexis’ results

presented in this press release are not necessarily indicative of Codexis’ operating results for any future periods.

For More Information

Investor Contact

Georgia Erbez

(650) 421-8100

ir@codexis.com

Codexis, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In

Thousands, Except Per Share Amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues:

Product revenue

13,218

7,380

20,409

13,439

Research and development revenue

1,697

7,948

9,754

9,432

Total revenues

14,915

15,328

30,163

22,871

Costs and operating expenses:

Cost of product revenue

3,512

2,098

5,576

4,830

Research and development

11,705

13,775

23,153

26,717

Selling, general and administrative

10,927

12,317

20,706

24,672

Total costs and operating expenses

26,144

28,190

49,435

56,219

Loss from operations

(11,229

)

(12,862

)

(19,272

)

(33,348

)

Interest income

535

584

1,200

1,335

Interest and other expense, net

(1,301

)

(984

)

(2,591

)

(1,926

)

Loss before income taxes

(11,995

)

(13,262

)

(20,663

)

(33,939

)

Provision for income taxes

Net loss

(12,005

)

(13,272

)

(20,709

)

(33,960

)

Net loss per share, basic and diluted

(0.13

)

(0.16

)

(0.23

)

(0.40

)

Weighted average common stock shares used in computing net loss per share, basic and

diluted

91,053

85,389

90,911

83,908

Codexis, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(In

Thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net loss

(12,005

)

(13,272

)

(20,709

)

(33,960

)

Other comprehensive loss:

Unrealized loss on

available-for-sale short-term investments, net of tax

)

(17

)

(21

)

(55

)

Comprehensive loss

(12,007

)

(13,289

)

(20,730

)

(34,015

)

Codexis, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In

Thousands)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

27,172

50,793

Restricted cash, current

422

478

Short-term investments

27,746

27,416

Financial assets:

Accounts receivable

6,545

8,757

Contract assets

4,340

492

Unbilled receivables

805

1,480

Total financial assets

11,690

10,729

Less: allowances

(43

)

(43

)

Total financial assets, net

11,647

10,686

Inventories

1,602

1,817

Prepaid expenses and other current assets

3,327

5,626

Total current assets

71,916

96,816

Restricted cash

1,612

Investment in non-marketable equity securities

2,498

Right-of-use

assets - Operating leases, net

28,618

30,501

Property and equipment, net

11,907

13,024

Goodwill

2,463

Other non-current assets

1,041

883

Total assets

120,055

147,797

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

2,609

1,554

Accrued compensation

6,324

11,042

Other accrued liabilities

3,365

2,768

Current portion of lease obligations - Operating leases

3,294

2,944

Current portion of long term debt

7,057

—

Deferred revenue

862

7,009

Total current liabilities

23,511

25,317

Deferred revenue, net of current portion

—

360

Long-term lease obligations - Operating leases

28,417

30,159

Long-term debt

33,819

40,105

Other long-term liabilities

1,350

1,327

Total liabilities

87,097

97,268

Stockholders’ equity:

Common stock

Additional paid-in capital

660,451

657,292

Accumulated other comprehensive income

(13

)

Accumulated deficit

(627,489

)

(606,780

)

Total stockholders’ equity

32,958

50,529

Total liabilities and stockholders’ equity

120,055

147,797

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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