EXPLANATORY NOTE
Codexis, Inc. (the Registrant) is filing with the Securities and Exchange Commission (the SEC) this registration statement on Form S-8 (this Registration Statement) for the purpose of registering an additional 8,000,000 shares of the Registrants common stock, par value $0.0001 per share reserved for issuance under the
Registrants 2019 Incentive Award Plan (together with previous versions of such plan, and as may be further amended from time to time, the 2019 Plan), pursuant to an amendment to the 2019 Plan that was approved by the
Registrants shareholders on June 13, 2023. In accordance with Instruction E to Form S-8, the contents of the prior registration statement (File No. 333- 232262) are hereby incorporated by
reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the Securities Act). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, Codexis, Inc. is sometimes referred to as Registrant, we, us or our.
Item 3. |
Incorporation of Documents by Reference. |
The SEC allows the Registrant to incorporate by reference the information the Registrant files with the SEC, which means that the Registrant can
disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this
information. The Registrant hereby incorporates by reference into this registration statement the following documents previously filed with the SEC:
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(a) |
The Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, filed by the Registrant with the SEC on February 27, 2023;
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(b) |
The Registrants Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2023, filed by the Registrant with the SEC on May 4, 2023 and the quarter ended June 30,
2023, filed by the Registrant with the SEC on August 3, 2023; |
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(d) |
The description of the Registrants Common Stock contained in the Registrants registration statement
on Form 8-A, filed by the Registrant with the SEC under Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act) on April 19, 2010, including any amendments or reports filed for the
purpose of updating such description. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all securities offered have been sold or which 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 the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders, or document or current report
furnished under any current or future items of Form 8-K (including current Items 2.02 and 7.01), in each case, that is