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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): April 4, 2025
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 communications 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 Symbols(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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On April 4, 2025, Byron L. Dorgan provided notice to the board of directors (the “Board”) of Codexis, Inc. (the “Company”) of his intention to retire and not to stand for reelection to the Board at the expiration of his current term at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Mr. Dorgan’s decision not to stand for reelection is not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise. Mr. Dorgan will remain a director until the 2025 Annual Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On April 9, 2025, the Company issued a press release titled “Codexis Announces Byron Dorgan to Retire from Board of Directors.” The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 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 April 9, 2025, titled “Codexis Announces Byron Dorgan to Retire from Board of Directors” | |
| 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: April 9, 2025 |
By: | /s/ Georgia Erbez |
||||
| Georgia Erbez | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Codexis Announces Byron Dorgan to Retire from Board of Directors
REDWOOD CITY, Calif., April 9, 2025 — Codexis, Inc. (NASDAQ: CDXS), a leading provider of enzymatic solutions for efficient and scalable therapeutics manufacturing, today announced that Byron Dorgan will retire from the Company’s Board of Directors when his current term ends at the 2025 Annual Meeting of Stockholders. Mr. Dorgan joined the Board in 2011, served as Chairman from 2021 through 2024, and currently serves as the Chair of the Nominating and Corporate Governance Committee. He will remain a consultant to Codexis for one year following his departure from the Board.
“On behalf of the entire Board of Directors, I want to express our appreciation for Byron’s valuable guidance and leadership as we collaborated to transform Codexis into a leading therapeutics manufacturing company,” said Stephen Dilly, MBBS, PhD, Chairman and Chief Executive Officer at Codexis. “We are grateful for his longstanding dedication to the Company and wish him the very best.”
Mr. Dorgan added, “It has been a privilege to serve on the Codexis Board alongside a group of bright and passionate directors for almost 15 years. I am incredibly proud of our progress toward advancing innovative solutions like the ECO Synthesis platform, and I look forward to following Codexis through its exciting next chapter.”
With this change, Codexis will reduce the number of seats on its Board of Directors from ten to nine.
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, including but not limited to statements regarding the potential of the ECO Synthesis™ platform, and it providing an opportunity for Codexis to efficiently capture meaningful market share; expectations regarding Codexis meeting its technical and commercial milestones regarding the ECO Synthesis™ platform; and expectations regarding the potential of and future demand for RNAi therapeutics, and whether Codexis will be able to capitalize on such demand.
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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; if any of its collaborators terminate their development programs under their respective license agreements with Codexis; Codexis may need additional capital in the future in order to expand its business; if Codexis is unable to successfully develop and commercialize new technology such as its ECO Synthesis™ platform and its dsRNA ligase; 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; if competitors and potential competitors who have greater resources and experience than Codexis develop products and technologies that make Codexis’ products and technologies obsolete; if Codexis is unable to accurately forecast financial and operational performance; and market and economic conditions may negatively impact Codexis business, financial condition and share price. 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 February 27, 2025 and in Codexis’ Quarterly Report on Form 10-Q filed with the SEC on October 31, 2024, 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.
For More Information
Investor Contact
Carrie McKim
(336) 608-9706
ir@codexis.com
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