8-K
CODEXIS, INC. (CDXS)
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): March 11, 2026
Codexis, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34705 | 71-0872999 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br> <br>Symbols(s) | Name of Each Exchange<br> <br>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. |
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On March 11, 2026, Codexis, Inc. announced its financial results for the quarter and year ended December 31, 2025. 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<br>No. | Description |
| --- | --- |
| 99.1 | Press release dated March 11, 2026 relating to the financial results for the quarter and year ended December 31, 2025 |
| 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: March 11, 2026 | By: | /s/ Georgia Erbez |
| Georgia Erbez | ||
| Chief Financial Officer and Chief Business Officer |
EX-99.1
Exhibit 99.1
Codexis Reports Fourth Quarter and Fiscal Year 2025 Financial Results
Q4 revenue of $38.9 million, total revenue of $70.4 million for the fiscal year ended December 31, 2025
Ended year with $78.2 million in cash, cash equivalents and short-term investments, runway through 2027
Completed $37.8 million Technology Transfer Agreement with Merck
REDWOOD CITY, Calif., March 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 fourth quarter and year ended December 31, 2025, and provided a business update.
“Throughout 2025, we made significant strides in demonstrating the importance of our ECO Synthesis^®^ Manufacturing Platform to customers in the RNAi industry. We’ve secured multiple contracts with leading pharma, high growth biotech, and top tier CDMOs, underscoring the commercial potential of our platform,” said Alison Moore, PhD, President and Chief Executive Officer at Codexis. “We achieved many technological advancements this year, including producing a 10 g siRNA batch utilizing our fully enzymatic synthesis process, as well as a 3 kg siRNA batch from one of our customers utilizing our ligase product. As we look to the year ahead, we are focused on demonstrating the value of our technology to our customers through expanded partnerships, and continuing our history of innovation in oligonucleotide manufacturing.”
Recent Business Highlights
| • | Engaging with over 40 companies on 55 potential opportunities, including existing and new customers. Our<br>conversations throughout 2025 have evolved from feasibility testing to discussions around contracts with broader scope activities that support customer assets that are moving into preclinical and IND-enabling<br>studies. |
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| • | Signed a lease on our GMP facility, which, once operational, will be capable of kilogram scale manufacturing<br>utilizing our ECO Synthesis platform. |
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| • | Signed an agreement with Axolabs, our third CDMO partnership, to evaluate our ECO Synthesis technology for<br>integration into their manufacturing site. |
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| • | Unveiled groundbreaking work on stereoisomer control at TIDES US, which showed that ECO Synthesis can deliver<br>defined stereochemistry in oligonucleotide products, potentially benefiting therapeutic potency. |
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| • | Received ISO 9001 certification of our in-house manufacturing suite and<br>successfully completed a pharmaceutical partner audit in support of future commercial contracts. |
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| • | Preparing to support commercial launch of 2 (two) pharma biocatalysis products following successful phase 3 data.<br> |
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Upcoming Milestones
| • | Advance our partnerships with drug innovators toward clinical stage manufacturing agreements.<br> |
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| • | Expand our relationships with our CDMO partners, commencing a strategic partnership with a goal of at least one<br>by the end of 2026. |
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| • | Seeking to sign a licensing deal with a major pharmaceutical company in the second half of 2026.<br> |
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| • | We anticipate hosting presentations at the 2026 TIDES USA annual meeting, where we plan to present data on<br>specific stereoisomer configurations uniquely delivered via enzymatic synthesis. |
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| • | Continue our engagement with FDA Emerging Technologies team to discuss ECO synthesis-derived siRNA product<br>quality, stereoisomer control, and product comparability. |
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| • | We expect to begin retrofit construction on our GMP facility in the second half of 2026 with the facility in full<br>production capability by the end of 2027. |
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Fiscal Year 2025 Financial Highlights
| • | Total revenues increased by 19% to $70.4 million for fiscal year 2025 compared to $59.3 million for<br>fiscal year 2024. The increase was primarily due to the Merck Technology Transfer Agreement executed in the fourth quarter of 2025, higher revenue from legacy and existing agreements, partially offset by variability in customers’ manufacturing<br>schedules and clinical trial progression. |
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| • | Product gross margin was 64% for fiscal year 2025 compared to 56% for fiscal year 2024. The increase in gross<br>margin was largely due to a shift in sales toward more profitable products, and declines in less profitable, legacy products. |
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| • | Research & Development expenses for fiscal year 2025 were $52.3 million compared to<br>$46.3 million for fiscal year 2024. The increase was primarily driven by an increase in employee-related costs, higher lab supplies expense, higher allocable costs, partially offset by a decrease in outside services related to manufacturing and<br>regulatory expense. |
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| • | Selling, General & Administrative expenses for fiscal year 2025 were $47.1 million compared to<br>$55.1 million for fiscal year 2024. The decrease was primarily due to lower stock-based compensation expenses, lower legal expenses and reduced use of outside services. |
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| • | Fiscal 2025 expenses also included one-time restructuring charges of<br>$3.4 million related to the reduction in force announced in November 2025. |
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| • | The net loss for fiscal year 2025 was $44.0 million, or $0.50 per share, compared to a net loss of<br>$65.3 million, or $0.89 per share, for fiscal year 2024. |
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| • | As of December 31, 2025, the Company had $78.2 million in cash, cash equivalents and short-term<br>investments. |
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Fourth Quarter 2025 Financial Highlights
| • | Total revenues increased by 81% to $38.9 million for the fourth quarter of 2025 compared to<br>$21.5 million in the fourth quarter of 2024. The increase was primarily due to the Merck Technology Transfer Agreement executed in the fourth quarter of 2025, partially offset by variability in customers’ manufacturing schedules and<br>clinical trial progression. |
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| • | Product gross margin was 65% for the fourth quarter of 2025 compared to 63% in the fourth quarter of 2024. The<br>increase in gross margin was largely due to a shift in sales toward more profitable products, and declines in less profitable, legacy products. |
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| • | Research & Development expenses for the fourth quarter of 2025 were $11.7 million compared to<br>$12.1 million in the fourth quarter of 2024. The decrease was primarily driven by lower employee-related costs and lower stock-based compensation expenses. |
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| • | Selling, General & Administrative expenses for the fourth quarter of 2025 were $11.2 million<br>compared to $13.0 million in the fourth quarter of 2024. The decrease was primarily due to lower employee-related costs and reduced use of outside services. |
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| • | Fourth quarter 2025 expenses also included one-time restructuring charges<br>of $3.4 million related to the reduction in force announced in November 2025. |
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| • | The net income for the fourth quarter of 2025 was $9.6 million, or $0.11 per share, compared to a net loss<br>of $10.4 million, or $0.13 per share, for the fourth quarter of 2024. |
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2026 Financial Guidance
We are introducing financial guidance for 2026, as follows:
| • | Total revenues are expected to be in the range of $72 million to $76 million. |
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| • | We expect our existing cash, cash equivalents and short-term investments will be sufficient to fund our planned<br>operations through the end of 2027. |
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Conference Call and Webcast
Codexis will hold a conference call and webcast today beginning at 4:30 pm ET. A live webcast and slide presentation to accompany the conference call will be available on the Investors section of the Company website at www.codexis.com/investors. 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 for at least 90 days, beginning approximately two hours after the completion of the call.
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About Codexis
Codexis is a leading provider of enzymatic solutions for efficient and scalable therapeutics manufacturing, leveraging its proprietary CodeEvolver^®^ technology platform 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,” “seek,” “should,” “suggest,” “target,” “on track,” “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 product launches, technical milestones, data releases and public announcements related thereto; Codexis’ ability to extend its cash runway through 2027; the market potential of Codexis’ ECO Synthesis and ligase businesses; Codexis’ 2026 revenue guidance; the timing and completion of the retrofit construction of Codexis’ GMP facility; Codexis’ ability to advance partnerships with drug innovators toward clinical stage manufacturing agreements; Codexis’ ability to expand relationships with CDMO partners and commence strategic partnerships; Codexis’ ability to sign a licensing deal with a major pharmaceutical company; Codexis’ plans to support commercial launch of pharma biocatalysis products; and Codexis’ plan to make presentations at the 2026 TIDES USA Annual Meeting. 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; Codexis’ potential need for additional capital in the future in order to expand its business; Codexis’ ability to comply with debt covenants under its loan facility; 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
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Exchange Commission (SEC) on March 11, 2026, including under the caption “Risk Factors,” and in Codexis’ other periodic reports filed with the SEC. Codexis expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law. Codexis’ results for the year and quarter ended December 31, 2025, are not necessarily indicative of our operating results for any future periods.
For More Information
Investor Contact
Georgia Erbez
(650) 421-8100
ir@codexis.com
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Codexis, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(InThousands, Except Per Share Amounts)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues: | ||||||||||||
| Product revenue | $ | 5,782 | $ | 9,818 | $ | 26,028 | $ | 36,786 | ||||
| Research and development revenue | 33,133 | 11,642 | 44,359 | 22,559 | ||||||||
| Total revenues | 38,915 | 21,460 | 70,387 | 59,345 | ||||||||
| Costs and operating expenses: | ||||||||||||
| Cost of product revenue | 2,043 | 3,654 | 9,338 | 16,288 | ||||||||
| Research and development | 11,722 | 12,099 | 52,307 | 46,263 | ||||||||
| Selling, general and administrative | 11,185 | 13,049 | 47,074 | 55,148 | ||||||||
| Restructuring charges | 3,407 | — | 3,407 | — | ||||||||
| Asset impairment and other charges | — | — | — | 165 | ||||||||
| Total costs and operating expenses | 28,357 | 28,802 | 112,126 | 117,864 | ||||||||
| Income (loss) from operations | 10,558 | (7,342 | ) | (41,739 | ) | (58,519 | ) | |||||
| Interest income | 656 | 940 | 2,625 | 3,670 | ||||||||
| Interest and other expense, net | (1,595 | ) | (3,970 | ) | (4,813 | ) | (10,393 | ) | ||||
| Income (loss) before income taxes | 9,619 | (10,372 | ) | (43,927 | ) | (65,242 | ) | |||||
| Provision for income taxes | 18 | 4 | 47 | 34 | ||||||||
| Net income (loss) | $ | 9,601 | $ | (10,376 | ) | $ | (43,974 | ) | $ | (65,276 | ) | |
| Net income (loss) per share, basic and diluted | $ | 0.11 | $ | (0.13 | ) | $ | (0.50 | ) | $ | (0.89 | ) | |
| Weighted average common stock shares used in computing net income (loss) per share, basic | 90,396 | 81,300 | 87,142 | 73,408 | ||||||||
| Weighted average common stock shares used in computing net income (loss) per share,<br>diluted | 90,906 | 81,300 | 87,142 | 73,408 |
Codexis, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(InThousands)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income (loss) | $ | 9,601 | $ | (10,376 | ) | $ | (43,974 | ) | $ | (65,276 | ) | |
| Other comprehensive income (loss): | ||||||||||||
| Unrealized gain (loss) on<br>available-for-sale short-term investments, net of tax | (5 | ) | (74 | ) | (44 | ) | 52 | |||||
| Comprehensive income (loss) | $ | 9,596 | $ | (10,450 | ) | $ | (44,018 | ) | $ | (65,224 | ) |
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Codexis, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(InThousands)
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 50,793 | $ | 19,264 | ||
| Restricted cash, current | 478 | 503 | ||||
| Short-term investments | 27,416 | 54,194 | ||||
| Financial assets: | ||||||
| Accounts receivable | 8,757 | 11,920 | ||||
| Contract assets | 492 | 4,375 | ||||
| Unbilled receivables | 1,480 | 2,751 | ||||
| Total financial assets | 10,729 | 19,046 | ||||
| Less: allowances | (43 | ) | (162 | ) | ||
| Total financial assets, net | 10,686 | 18,884 | ||||
| Inventories | 1,817 | 1,799 | ||||
| Prepaid expenses and other current assets | 5,626 | 4,128 | ||||
| Total current assets | 96,816 | 98,772 | ||||
| Restricted cash | 1,612 | 1,062 | ||||
| Investment in non-marketable equity securities | 2,498 | 2,798 | ||||
| Right-of-use<br>assets - Operating leases, net | 30,501 | 28,700 | ||||
| Property and equipment, net | 13,024 | 14,197 | ||||
| Goodwill | 2,463 | 2,463 | ||||
| Other non-current assets | 883 | 1,019 | ||||
| Total assets | $ | 147,797 | $ | 149,011 | ||
| Liabilities and Stockholders’ Equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | 1,554 | 2,838 | ||||
| Accrued compensation | 11,042 | 11,410 | ||||
| Other accrued liabilities | 2,768 | 6,223 | ||||
| Current portion of lease obligations - Operating leases | 2,944 | 2,827 | ||||
| Deferred revenue | 7,009 | 350 | ||||
| Total current liabilities | 25,317 | 23,648 | ||||
| Deferred revenue, net of current portion | 360 | 100 | ||||
| Long-term lease obligations - Operating leases | 30,159 | 28,163 | ||||
| Long-term debt | 40,105 | 28,905 | ||||
| Other long-term liabilities | 1,327 | 1,268 | ||||
| Total liabilities | 97,268 | 82,084 | ||||
| Stockholders’ equity: | ||||||
| Common stock | 9 | 8 | ||||
| Additional paid-in capital | 657,292 | 629,673 | ||||
| Accumulated other comprehensive income | 8 | 52 | ||||
| Accumulated deficit | (606,780 | ) | (562,806 | ) | ||
| Total stockholders’ equity | 50,529 | 66,927 | ||||
| Total liabilities and stockholders’ equity | $ | 147,797 | $ | 149,011 |
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