x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
71-0872999
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
200 Penobscot Drive, Redwood City
|
|
94063
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
¨
|
|
|
|
|
|
Non-accelerated filer
|
¨
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(Do not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
|
PAGE
NUMBER
|
|
|
||
PART I. FINANCIAL INFORMATION
|
||
|
|
|
ITEM 1:
|
Financial Statements (Unaudited)
|
|
|
||
|
||
|
||
|
||
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
|
|
|
|
||
|
|
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ITEM 1:
|
||
ITEM 1A:
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
ITEM 5:
|
||
ITEM 6:
|
||
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,159
|
|
|
$
|
26,487
|
|
Accounts receivable, net of allowances of $421 at March 31, 2015 and $428
at December 31, 2014 |
3,215
|
|
|
3,870
|
|
||
Inventories
|
992
|
|
|
1,395
|
|
||
Prepaid expenses and other current assets
|
1,266
|
|
|
1,255
|
|
||
Total current assets
|
27,632
|
|
|
33,007
|
|
||
Restricted cash
|
711
|
|
|
711
|
|
||
Marketable securities
|
712
|
|
|
688
|
|
||
Property and equipment, net
|
3,499
|
|
|
3,995
|
|
||
Intangible assets, net
|
5,342
|
|
|
6,186
|
|
||
Goodwill
|
3,241
|
|
|
3,241
|
|
||
Other non-current assets
|
284
|
|
|
294
|
|
||
Total assets
|
$
|
41,421
|
|
|
$
|
48,122
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,952
|
|
|
$
|
4,673
|
|
Accrued compensation
|
3,600
|
|
|
2,946
|
|
||
Other accrued liabilities
|
2,065
|
|
|
2,619
|
|
||
Deferred revenue
|
4,253
|
|
|
3,497
|
|
||
Total current liabilities
|
11,870
|
|
|
13,735
|
|
||
Deferred revenue, net of current portion
|
3,780
|
|
|
3,813
|
|
||
Other long-term liabilities
|
4,154
|
|
|
4,263
|
|
||
Commitments and contingencies (note 11)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value; 5,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value; 100,000 shares authorized at March 31, 2015 and December 31, 2014; shares issued and outstanding of 39,868 at March 31, 2015 and 39,563 at December 31, 2014
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
303,231
|
|
|
302,379
|
|
||
Accumulated other comprehensive income loss
|
(126
|
)
|
|
(142
|
)
|
||
Accumulated deficit
|
(281,492
|
)
|
|
(275,930
|
)
|
||
Total stockholders’ equity
|
21,617
|
|
|
26,311
|
|
||
Total liabilities and stockholders’ equity
|
$
|
41,421
|
|
|
$
|
48,122
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue:
|
|
|
|
||||
Biocatalyst product sales
|
$
|
3,076
|
|
|
$
|
2,985
|
|
Biocatalyst research and development
|
2,197
|
|
|
2,146
|
|
||
Revenue sharing arrangement
|
1,525
|
|
|
1,943
|
|
||
Total revenue
|
6,798
|
|
|
7,074
|
|
||
Costs and operating expenses:
|
|
|
|
||||
Cost of biocatalyst product sales
|
1,456
|
|
|
2,524
|
|
||
Research and development
|
5,293
|
|
|
4,834
|
|
||
Selling, general and administrative
|
5,578
|
|
|
6,112
|
|
||
Total costs and operating expenses
|
12,327
|
|
|
13,470
|
|
||
Loss from operations
|
(5,529
|
)
|
|
(6,396
|
)
|
||
Interest income
|
4
|
|
|
9
|
|
||
Other expenses
|
(25
|
)
|
|
(118
|
)
|
||
Loss before income taxes
|
(5,550
|
)
|
|
(6,505
|
)
|
||
Provision for (benefit from) income taxes
|
12
|
|
|
(130
|
)
|
||
Net loss
|
$
|
(5,562
|
)
|
|
$
|
(6,375
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.17
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
38,779
|
|
|
38,506
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(5,562
|
)
|
|
$
|
(6,375
|
)
|
Other comprehensive income:
|
|
|
|
||||
Unrealized gain on marketable securities, net of tax expense of $8 for the three months March 31, 2015 and $248 for the three months ended March 31, 2014
|
16
|
|
|
402
|
|
||
Other comprehensive income
|
16
|
|
|
402
|
|
||
Total comprehensive loss
|
$
|
(5,546
|
)
|
|
$
|
(5,973
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(5,562
|
)
|
|
$
|
(6,375
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Amortization of intangible assets
|
844
|
|
|
844
|
|
||
Depreciation and amortization of property and equipment
|
558
|
|
|
1,016
|
|
||
Gain on disposal of property and equipment
|
(5
|
)
|
|
(66
|
)
|
||
Gain on sale of Hungarian subsidiary
|
—
|
|
|
(760
|
)
|
||
Stock-based compensation
|
1,285
|
|
|
1,229
|
|
||
Amortization of premium on marketable securities
|
1
|
|
|
1
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
655
|
|
|
550
|
|
||
Inventories, net
|
403
|
|
|
(557
|
)
|
||
Prepaid expenses and other current assets
|
(11
|
)
|
|
(813
|
)
|
||
Other assets
|
1
|
|
|
8
|
|
||
Accounts payable
|
(2,721
|
)
|
|
(472
|
)
|
||
Accrued compensation
|
654
|
|
|
162
|
|
||
Other accrued liabilities
|
(663
|
)
|
|
1,279
|
|
||
Deferred revenue
|
723
|
|
|
1,549
|
|
||
Net cash used in operating activities
|
(3,838
|
)
|
|
(2,405
|
)
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(62
|
)
|
|
(21
|
)
|
||
Proceeds from maturities of marketable securities
|
—
|
|
|
2,000
|
|
||
Proceeds from sale of Hungarian subsidiary, net of selling costs
|
—
|
|
|
1,500
|
|
||
Proceeds from the sale of assets held for sale
|
—
|
|
|
10
|
|
||
Proceeds from sale of property and equipment
|
5
|
|
|
117
|
|
||
Net cash provided by (used in) investing activities
|
(57
|
)
|
|
3,606
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from exercises of options to purchase common stock
|
124
|
|
|
62
|
|
||
Taxes paid related to net share settlement of equity awards
|
(557
|
)
|
|
(230
|
)
|
||
Net cash used in financing activities
|
(433
|
)
|
|
(168
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(4,328
|
)
|
|
1,033
|
|
||
Cash and cash equivalents at the beginning of the period
|
26,487
|
|
|
22,130
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
22,159
|
|
|
$
|
23,163
|
|
•
|
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.
|
•
|
Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions.
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Shares issuable under Equity Incentive Plan
|
7,124
|
|
|
7,083
|
|
Shares issuable upon the conversion of warrants
|
75
|
|
|
75
|
|
Total shares excluded as anti-dilutive
|
7,199
|
|
|
7,158
|
|
|
March 31, 2015
|
||||||||||||||||
|
Adjusted Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Average
Contractual
Maturities
|
||||||||
|
|
|
(in days)
|
||||||||||||||
Money market funds (1)
|
$
|
14,603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,603
|
|
|
n/a
|
Common shares of CO
2
Solutions (2)
|
563
|
|
|
149
|
|
|
—
|
|
|
712
|
|
|
n/a
|
||||
Total
|
$
|
15,166
|
|
|
$
|
149
|
|
|
$
|
—
|
|
|
$
|
15,315
|
|
|
|
|
December 31, 2014
|
||||||||||||||||
|
Adjusted Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
|
Average
Contractual Maturities |
||||||||
|
|
|
(in days)
|
||||||||||||||
Money market funds (1)
|
$
|
14,602
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,602
|
|
|
n/a
|
Common shares of CO
2
Solutions (2)
|
563
|
|
|
125
|
|
|
—
|
|
|
688
|
|
|
n/a
|
||||
Total
|
$
|
15,165
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
15,290
|
|
|
|
|
March 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
14,603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,603
|
|
Common shares of CO
2
Solutions
|
—
|
|
|
712
|
|
|
—
|
|
|
712
|
|
||||
Total
|
$
|
14,603
|
|
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
15,315
|
|
|
December 31, 2014
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
14,602
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,602
|
|
Common shares of CO
2
Solutions
|
—
|
|
|
688
|
|
|
—
|
|
|
688
|
|
||||
Total
|
$
|
14,602
|
|
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
15,290
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Raw materials
|
$
|
182
|
|
|
$
|
84
|
|
Work-in-process
|
20
|
|
|
65
|
|
||
Finished goods
|
790
|
|
|
1,246
|
|
||
Inventories, net
|
$
|
992
|
|
|
$
|
1,395
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Laboratory equipment
|
$
|
21,157
|
|
|
$
|
23,002
|
|
Leasehold improvements
|
9,778
|
|
|
9,773
|
|
||
Computer equipment
|
3,262
|
|
|
3,262
|
|
||
Office furniture and equipment
|
1,227
|
|
|
1,227
|
|
||
Construction in progress (1)
|
29
|
|
|
24
|
|
||
Property and equipment
|
35,453
|
|
|
37,288
|
|
||
Less: accumulated depreciation and amortization
|
(31,954
|
)
|
|
(31,452
|
)
|
||
Less: impairment of laboratory equipment (2)
|
—
|
|
|
(1,841
|
)
|
||
Property and equipment, net
|
$
|
3,499
|
|
|
$
|
3,995
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Weighted-
Average
Amortization
Period
|
||||||||||||
|
|
|
|
|
|
|
|
|
(years)
|
||||||||||||||||
Maxygen intellectual property
|
$
|
20,244
|
|
|
$
|
(14,902
|
)
|
|
$
|
5,342
|
|
|
$
|
20,244
|
|
|
$
|
(14,058
|
)
|
|
$
|
6,186
|
|
|
6
|
Year ending December 31:
|
Total
|
||
2015 (remaining 9 months)
|
$
|
2,530
|
|
2016
|
2,812
|
|
|
|
$
|
5,342
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Research and development (1)
|
$
|
291
|
|
|
$
|
239
|
|
Selling, general and administrative
|
994
|
|
|
990
|
|
||
Total
|
$
|
1,285
|
|
|
$
|
1,229
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Expected term (in years)
|
6.0
|
|
|
6.0
|
|
||
Volatility
|
66
|
%
|
|
64
|
%
|
||
Risk-free interest rate
|
1.69
|
%
|
|
1.90
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Weighted-average estimated fair value of stock options granted
|
$
|
2.05
|
|
|
$
|
1.15
|
|
March 31, 2015
|
|||||||
Issue Date
|
Shares Subject
to Warrants
|
|
Exercise Price
per Share
|
|
Expiration
|
||
July 17, 2007
|
2,384
|
|
$
|
12.45
|
|
|
February 9, 2016
|
September 28, 2007
|
72,727
|
|
$
|
8.25
|
|
|
September 28, 2017
|
|
Lease payments
|
||
Years ending December 31,
|
|
||
2015 (9 months remaining)
|
$
|
2,064
|
|
2016
|
2,827
|
|
|
2017
|
2,677
|
|
|
2018
|
2,736
|
|
|
2019 and beyond
|
3,054
|
|
|
Total
|
$
|
13,358
|
|
|
Percentage of Total Revenues for the
|
||||
|
Three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
Customer A
|
27
|
%
|
|
22
|
%
|
Customer B (related party)
|
22
|
%
|
|
27
|
%
|
Customer C
|
*
|
|
|
28
|
%
|
Customer D
|
11
|
%
|
|
—
|
%
|
|
Percentage of Accounts Receivables at
|
||||
|
March 31, 2015
|
|
December 31, 2014
|
||
Customer A
|
24
|
%
|
|
63
|
%
|
Customer D
|
21
|
%
|
|
—
|
%
|
Customer E
|
—
|
%
|
|
2
|
%
|
Customer B (related party)
|
—
|
%
|
|
—
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue:
|
|
|
|
||||
United States
|
$
|
4,297
|
|
|
$
|
3,574
|
|
Asia
|
|
|
|
||||
India
|
—
|
|
|
87
|
|
||
Others
|
342
|
|
|
341
|
|
||
Europe
|
|
|
|
||||
Ireland
|
—
|
|
|
1,960
|
|
||
Others
|
2,159
|
|
|
1,112
|
|
||
Other
|
—
|
|
|
—
|
|
||
Total Revenue
|
$
|
6,798
|
|
|
$
|
7,074
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
9,125
|
|
|
$
|
10,475
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Biocatalyst product sales
|
$
|
3,076
|
|
|
$
|
2,985
|
|
|
$
|
91
|
|
|
3
|
%
|
Biocatalyst research and development
|
2,197
|
|
|
2,146
|
|
|
51
|
|
|
2
|
%
|
|||
Revenue sharing arrangement
|
1,525
|
|
|
1,943
|
|
|
(418
|
)
|
|
(22
|
)%
|
|||
Total revenue
|
6,798
|
|
|
7,074
|
|
|
(276
|
)
|
|
(4
|
)%
|
|||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of biocatalyst product sales
|
1,456
|
|
|
2,524
|
|
|
(1,068
|
)
|
|
(42
|
)%
|
|||
Research and development
|
5,293
|
|
|
4,834
|
|
|
459
|
|
|
9
|
%
|
|||
Selling, general and administrative
|
5,578
|
|
|
6,112
|
|
|
(534
|
)
|
|
(9
|
)%
|
|||
Total costs and operating expenses
|
12,327
|
|
|
13,470
|
|
|
(1,143
|
)
|
|
(8
|
)%
|
|||
Loss from operations
|
(5,529
|
)
|
|
(6,396
|
)
|
|
867
|
|
|
(14
|
)%
|
|||
Interest income
|
4
|
|
|
9
|
|
|
(5
|
)
|
|
(56
|
)%
|
|||
Other expenses
|
(25
|
)
|
|
(118
|
)
|
|
93
|
|
|
(79
|
)%
|
|||
Loss before income taxes
|
(5,550
|
)
|
|
(6,505
|
)
|
|
955
|
|
|
(15
|
)%
|
|||
Provision for (benefit from) income taxes
|
12
|
|
|
(130
|
)
|
|
142
|
|
|
(109
|
)%
|
|||
Net loss
|
$
|
(5,562
|
)
|
|
$
|
(6,375
|
)
|
|
$
|
813
|
|
|
(13
|
)%
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
(In Thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Biocatalyst product sales
|
$
|
3,076
|
|
|
$
|
2,985
|
|
|
$
|
91
|
|
|
3
|
%
|
Biocatalyst research and development
|
2,197
|
|
|
2,146
|
|
|
51
|
|
|
2
|
%
|
|||
Revenue sharing arrangement
|
1,525
|
|
|
1,943
|
|
|
(418
|
)
|
|
(22
|
)%
|
|||
Total revenue
|
$
|
6,798
|
|
|
$
|
7,074
|
|
|
$
|
(276
|
)
|
|
(4
|
)%
|
|
Three months ended March 31,
|
|
Change
|
|||||||||||
(In Thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Cost of biocatalyst product sales
|
$
|
1,456
|
|
|
$
|
2,524
|
|
|
$
|
(1,068
|
)
|
|
(42
|
)%
|
Research and development
|
5,293
|
|
|
4,834
|
|
|
459
|
|
|
9
|
%
|
|||
Selling, general and administrative
|
5,578
|
|
|
6,112
|
|
|
(534
|
)
|
|
(9
|
)%
|
|||
Total operating expenses
|
$
|
12,327
|
|
|
$
|
13,470
|
|
|
$
|
(1,143
|
)
|
|
(8
|
)%
|
|
Three Months Ended March 31
|
|
Change
|
|||||||||||
(In Thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Interest income
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
(5
|
)
|
|
(56
|
)%
|
Other expenses
|
(25
|
)
|
|
(118
|
)
|
|
93
|
|
|
(79
|
)%
|
|||
Total other income (expense)
|
$
|
(21
|
)
|
|
$
|
(109
|
)
|
|
$
|
88
|
|
|
(81
|
)%
|
(In Thousands)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Cash and cash equivalents
|
$
|
22,159
|
|
|
$
|
26,487
|
|
Working capital
|
$
|
15,762
|
|
|
$
|
19,272
|
|
|
Three months ended March 31,
|
||||||
(In Thousands)
|
2015
|
|
2014
|
||||
Net cash used in operating activities
|
$
|
(3,838
|
)
|
|
$
|
(2,405
|
)
|
Net cash provided by (used in) investing activities
|
(57
|
)
|
|
3,606
|
|
||
Net cash used in financing activities
|
(433
|
)
|
|
(168
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(4,328
|
)
|
|
$
|
1,033
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
ITEM 3.
|
Defaults Upon Senior Securities
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Other Information
|
ITEM 6.
|
Exhibits
|
|
|
|
|
|
|
Codexis, Inc.
|
|
|
|
|
|
Date:
|
May 7, 2015
|
By:
|
/s/ John Nicols
|
|
|
|
John Nicols
President and Chief Executive Officer
(principal executive officer)
|
|
|
|
|
Date:
|
May 7, 2015
|
By:
|
/s/ Gordon Sangster
|
|
|
|
Gordon Sangster
Chief Financial Officer
(principal financial and accounting officer)
|
ITEM 6.
|
Exhibits
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Codexis, Inc. filed with the Secretary of the State of the State of Delaware on April 27, 2010 and effective as of April 27, 2010 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
|
|
|
|
|
3.2
|
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock of Codexis, Inc., filed with the Secretary of State of the State of Delaware on September 4, 2012 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on September 4, 2012).
|
|
|
|
|
3.3
|
|
|
Amended and Restated Bylaws of Codexis, Inc. effective as of April 27, 2010 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
|
|
|
|
|
4.1
|
|
|
Form of the Registrant's Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012).
|
|
|
|
|
10.1
|
|
|
Amendment No. 2 to Sitagliptin Catalyst Supply Agreement between Merck Sharp and Dohme Corp. and the Company dated as of February 25, 2015.
|
|
|
|
|
31.1
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
31.2
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
32.1
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
|
|
|
|
|
101
|
|
|
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2015 and 2014, (iii) Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2015 and 2014, (iv) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014, and iv) Notes to Condensed Consolidated Financial Statements.
|
1.
|
Additions and changes made to the Agreement in this Amendment:
|
1.01
|
Annual License Fees owed by MERCK pursuant to section 4.1.1 of the Agreement shall be paid to Codexis no later than 90 days after the receipt of the invoice and in any event no later than February 28 of each calendar year.
|
1.02
|
These amended Annual License Fee payment terms will be effective on February 28, 2016.
|
1.
|
Miscellaneous
|
2.01
|
Effect of Amendment; Joinder
. Except as expressly changed by this Amendment, the Agreement shall remain in full force and effect in accordance with its stated terms. The Agreement and the Schedules and Exhibits thereto, as amended by this Amendment and all preceding amendments, set forth the entire understanding of the parties with respect to the subject matter thereof. There are no agreements, restrictions, promises, warranties, covenants or undertakings other than those expressly set forth or referred to therein. The Agreement and the Schedules and Exhibits thereto, as amended by this Amendment, supersede all prior agreements and undertakings between the parties with respect to such subject matter.
|
2.02
|
Counterparts
. This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered is deemed an original. All such counterparts together constitute but one and the same instrument.
|
2.03
|
Definitions
. All capitalized terms used but not defined in this Amendment shall have the respective definitions assigned to such terms in the Agreement.
|
CODEXIS INC.
|
MERCK SHARP and DOHME Corp.
|
|
|
|
|
By:__________________________
|
By:__________________________
|
Name: John J. Nicols
|
Name: Stephen Bariexca
|
Title: President and CEO
|
Title: Sourcing Analyst
|
Date: February 25, 2015
|
Date: March 10, 2015
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Codexis, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John Nicols
|
John Nicols
|
President and Chief Executive Officer
(principal executive officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Codexis, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gordon Sangster
|
Gordon Sangster
Senior Vice President and Chief Financial Officer
|
(principal financial and accounting officer)
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ John Nicols
|
John Nicols
|
President and Chief Executive Officer
(principal executive officer)
|
|
/s/ Gordon Sangster
|
Gordon Sangster
Senior Vice President and Chief Financial Officer |
(principal financial and accounting officer)
|