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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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71-0872999
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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200 Penobscot Drive,
Redwood City, California
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94063
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class:
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Name of Each Exchange on which Registered:
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Common Stock, par value $0.0001 per share
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The NASDAQ Global Select Market
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Emerging growth company
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¨
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PART I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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•
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Licensing our CodeEvolver
®
protein engineering technology platform.
We intend to continue to pursue opportunities to license our CodeEvolver
®
protein engineering technology platform to third parties so they can create cost-saving protein catalyst solutions utilizing their own in-house protein engineering capability.
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•
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Growing our pharmaceutical protein catalysts business.
We intend to continue to pursue opportunities in the pharmaceutical market to use our protein catalysis products and services to reduce the costs for manufacturing small molecule drugs. We intend to increase the number of pharmaceutical customers and processes that utilize and benefit from our novel, cost-saving protein catalyst solutions.
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•
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Growing our fine chemicals protein catalysts business.
We intend to continue to pursue opportunities in the fine chemicals market to use protein catalysis products and services to reduce the costs for manufacturing in adjacent markets like food and food ingredients. We intend to increase the number of fine chemical customers and processes who utilize and benefit from our novel, cost-saving protein catalyst solutions.
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•
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Creating and advancing novel biotherapeutic drug candidates.
We intend to continue to pursue opportunities to apply our protein engineering capabilities to the creation and development of novel biotherapeutic drug candidates, both in partnership with customers and as proprietary Codexis drug candidates. We have also invested in research and development in an effort to generate additional early stage novel biotherapeutic candidates.
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•
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Developing high-performance enzymes for use in diagnostic applications
. We intend to offer high-performance enzymes to customers using next generation sequencing (“NGS”) and polymerase chain reaction (“PCR/qPCR”) for
in vitro
molecular diagnostic applications.
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Percentage of Total Revenues
For The Years Ended December 31,
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|||||||
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2017
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2016
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2015
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|||
Customers:
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Merck
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28
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%
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47
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%
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29
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%
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GSK
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*
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22
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%
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20
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%
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Novartis
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14
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%
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*
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*
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Nestlé
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15
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%
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*
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*
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Exela
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*
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*
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12
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%
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Tate & Lyle
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11
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%
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*
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*
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•
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our ability to achieve or maintain profitability;
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•
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our relationships with, and dependence on, collaborators in our principal markets;
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•
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our dependence on a limited number of customers;
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•
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our dependence on a limited number of products in our biocatalysis business;
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•
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our reliance on a limited number of contract manufacturers for large scale production of substantially all of our enzyme products;
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•
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our ability to develop and successfully commercialize new products for the biocatalysis market(s);
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•
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our ability to deploy our technology platform in the fine chemicals market;
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•
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the success of our customers’ pharmaceutical products in the market and the ability of such customers to obtain regulatory approvals for products and processes;
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•
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our or our customers’ ability to obtain regulatory approval for the sale and manufacturing of food products using our enzymes;
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•
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our ability to deploy our technology platform in the
in vitro
molecular diagnostics market;
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•
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our ability to compete if we do not adequately protect our proprietary technologies or if we lose some of our intellectual property rights;
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•
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our ability to avoid infringing the intellectual property rights of third parties;
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•
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our involvement in lawsuits to protect or enforce our patents or other intellectual property rights;
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•
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our ability to enforce our intellectual property rights throughout the world;
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•
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our dependence on, and the need to attract and retain, key management and other personnel;
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•
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our ability to prevent the theft or misappropriation of our biocatalysts, the genes that code for our biocatalysts, know-how or technologies;
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•
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our ability to protect our trade secrets and other proprietary information from disclosure by employees and others;
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•
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our ability to obtain substantial additional capital that may be necessary to expand our business;
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•
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our ability to find a partner for or otherwise advance our biotherapeutic program;
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•
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our customers’ ability to pay amounts owed to us in a timely manner;
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•
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our ability to avoid charges to earnings as a result of any impairment of goodwill, intangible assets or other long-lived assets;
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•
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changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations;
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•
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our ability to maintain effective internal control over financial reporting;
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•
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our dependency on information technology systems, infrastructure and data;
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•
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our ability to control and to improve product gross margins;
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•
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our ability to protect against risks associated with the international aspects of our business;
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•
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the cost of compliance with European Union chemical regulations;
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•
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potential advantages that our competitors and potential competitors may have in securing funding or developing products;
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•
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our ability to accurately report our financial results in a timely manner;
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•
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results of regulatory tax examinations;
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•
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business interruptions, such as earthquakes and other natural disasters;
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public concerns about the ethical, legal and social ramifications of genetically engineered products and processes;
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•
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our ability to integrate our current business with any businesses that we may acquire in the future;
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•
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our ability to properly handle and dispose of hazardous materials in our business;
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•
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potential product liability claims;
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•
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uncertainties in the interpretation and application of the 2017 Tax Cuts and Jobs Act could materially affect our tax obligations and effective tax rate; and
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•
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our ability to use our net operating loss carryforwards to offset future taxable income.
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•
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we do not achieve our research and development objectives under our collaboration agreements in a timely manner or at all;
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we develop products and processes or enter into additional collaborations that conflict with the business objectives of our other collaborators;
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we, our collaborators and/or our contract manufacturers do not receive the required regulatory and other approvals necessary for the commercialization of the applicable product;
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we disagree with our collaborators as to rights to intellectual property that are developed during the collaboration, or their research programs or commercialization activities;
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we are unable to manage multiple simultaneous collaborations;
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our collaborators or licensees are unable or unwilling to implement or use the technology or products that we provide or license to them;
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our collaborators become competitors of ours or enter into agreements with our competitors;
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our collaborators become unable or less willing to expend their resources on research and development or commercialization efforts due to general market conditions, their financial condition or other circumstances beyond our control; or
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•
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our collaborators experience business difficulties, which could eliminate or impair their ability to effectively perform under our agreements.
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completion of extensive preclinical laboratory tests and preclinical animal studies, all performed in accordance with the Good Laboratory Practice, or GLP, regulations;
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submission to the FDA of an IND, which must become effective before human clinical studies may begin in the United States;
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approval by an independent institutional review board, or IRB, representing each clinical site before each clinical study may be initiated;
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performance of adequate and well-controlled human clinical studies (generally divided into three phases) in accordance with Good Clinical Practice, or GCP, regulations to establish the safety and efficacy of the product candidate for each proposed indication;
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preparation of and submission to the FDA of a new drug application, or NDA after completion of all clinical studies;
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potential review of the product candidate by an FDA advisory committee;
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satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities where the product candidate is produced to assess compliance with current Good Manufacturing Practice, or cGMP, regulations; and
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FDA review and approval of an NDA prior to any commercial marketing or sale of the drug in the United States.
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The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable. If we, or Nestlé Health Science, as applicable, are ultimately unable to obtain regulatory approval for CDX-6114 or any other product candidates that we may develop in the future, our business will be harmed. To obtain regulatory approval to market any product candidate, preclinical studies and costly and lengthy clinical trials are required, and the results of the studies and trials are highly uncertain. A failure of one or more pre-clinical or clinical trials can occur at any stage, and many companies that have believed their drug candidates performed satisfactorily in pre-clinical and clinical testing have nonetheless failed to obtain marketing approval of their product candidates.
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•
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We may find it difficult to enroll patients in our clinical trials given the limited number of patients that have PKU. Any enrollment difficulties could delay clinical trials and any potential product approval.
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We may experience difficulty or delay in obtaining the FDA’s acceptance of an IND for CDX-6114 or any other product candidates we may seek to enter into clinical development, which would delay initiation of Phase 1 clinical testing. Delays in the commencement or completion of clinical testing could significantly affect our product development costs or the product development costs of our present and any future collaborators. We do not know whether planned clinical trials will begin on time or be completed on schedule, if at all. The commencement and completion of clinical trials can be delayed for a number of reasons. For example, a clinical trial may be suspended or terminated by us, by the Institutional Review Board (IRB) of the institution in which such trial is being conducted, or by the FDA due to a number of factors, including unforeseen safety issues, changes in governmental regulations or lack of adequate funding to continue the clinical trial.
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•
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If Nestlé Health Science does not exercise its option with respect to CDX-6114 or any other product candidates that we develop under our agreement, or if it terminates any development program under its collaboration with us, whether as a result of our inability to meet milestones or otherwise, any potential revenue from those collaborations will be significantly reduced or non-existent, and our results of operations and financial condition will be materially and adversely affected. In addition, without a partner to assist us with the funding and development of our PKU program, we may not have sufficient funds or expertise to advance development of the program on our own.
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•
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We do not have experience in drug development or regulatory matters related to drug development. As a result, we rely or will rely on third parties to conduct our pre-clinical and clinical studies, assist us with drug manufacturing and formulation and perform other tasks for us. If these third parties do not successfully carry out their responsibilities or comply with regulatory requirements, we may receive lower quality products or services, suffer reputational harm and not be able to obtain regulatory approval for CDX-6114 or any other product candidates that we may develop in the future.
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•
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Our efforts to use CodeEvolver
®
protein engineering technology platform to generate new lead biotherapeutic candidates, whether under our collaboration with Nestlé Health Science or otherwise, may not be successful in creating candidates of value.
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•
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We will be exposed to potential product liability risks through the testing of experimental therapeutics in humans, which may expose us to substantial uninsured liabilities.
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Third parties may develop intellectual property that could limit our ability to develop, market and commercialize CDX-6114, if approved, or any other product candidates that we may develop in the future.
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•
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Changes in methods of treatment of disease, such as gene therapy, could cause us to stop development of our product candidate or reduce or eliminate potential demand for CDX-6114, if approved, or any other product candidates that we may develop in the future.
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•
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customers in these markets may be reluctant to adopt new manufacturing processes that use our enzymes;
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•
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we may be unable to successfully develop the enzymes or manufacturing processes for our products in a timely and cost-effective manner, if at all;
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•
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we may face difficulties in transferring the developed technologies to our customers and the contract manufacturers that we may use for commercial scale production of intermediates and enzymes in these markets;
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•
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the contract manufacturers that we may use may be unable to scale their manufacturing operations to meet the demand for these products and we may be unable to secure additional manufacturing capacity;
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•
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customers may not be willing to purchase these products for these markets from us on favorable terms, if at all;
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•
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we may face product liability litigation, unexpected safety or efficacy concerns and product recalls or withdrawals;
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•
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changes in laws or regulations relating to the pharmaceutical industry or the industries into which we sell our fine chemicals products, including the food industry, could cause us to incur increased costs of compliance or otherwise harm our business;
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•
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our customers’ products may experience adverse events or face competition from new products, which would reduce demand for our products;
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•
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we may face pressure from existing or new competitive products; and
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•
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we may face pricing pressures from existing or new competitors, some of which may benefit from government subsidies or other incentives.
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•
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stop selling or using our products or technologies that use the subject intellectual property;
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pay monetary damages or substantial royalties;
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•
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grant cross-licenses to third parties relating to our patents or proprietary rights;
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obtain from the third party asserting its intellectual property rights a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; or
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•
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redesign those products or processes that use any allegedly infringing technology, or relocate the operations relating to the allegedly infringing technology to another jurisdiction, which may result in significant cost or delay to us, could be technically infeasible or could prevent us from selling some of our products in the United States or other jurisdictions.
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•
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we may be required to use a portion of our cash flow from operations to make debt service payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts, research and development, and other general corporate requirements;
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•
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our interest expense could increase if prevailing interest rates increase, because a portion of draws which could be made under the Credit Facility bear interest at floating rates;
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•
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the Credit Facility could reduce our flexibility to adjust to changing business conditions or obtain additional financing to fund working capital, capital expenditures, product development efforts, research and development, and other general corporate requirements; and
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•
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restrictive covenants in our Credit Facility, which apply regardless of whether we draw down under the facility, limit our ability to, among other things, transfer collateral, incur additional indebtedness, engage in mergers or acquisitions, pay dividends or make other distributions, make investments, create liens and sell assets.
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•
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changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products, repatriate profits to the United States or operate our foreign-located facilities;
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•
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the imposition of tariffs;
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•
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the imposition of limitations on, or increase of, withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;
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•
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the imposition of limitations on genetically-engineered products or processes and the production or sale of those products or processes in foreign countries;
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•
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currency exchange rate fluctuations;
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•
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uncertainties relating to foreign laws, regulations and legal proceedings including tax, import/export, anti-corruption and exchange control laws;
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•
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the availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;
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•
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increased demands on our limited resources created by our operations may constrain the capabilities of our administrative and operational resources and restrict our ability to attract, train, manage and retain qualified management, technicians, scientists and other personnel;
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•
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economic or political instability in foreign countries;
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•
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difficulties associated with staffing and managing foreign operations; and
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•
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the need to comply with a variety of United States and foreign laws applicable to the conduct of international business, including import and export control laws and anti-corruption laws.
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•
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public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and genetically engineered products and processes, which could influence public acceptance of our technologies, products and processes;
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•
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public attitudes regarding, and potential changes to laws governing ownership of genetic material, which could harm our intellectual property rights with respect to our genetic material and discourage collaborators from supporting, developing, or commercializing our products, processes and technologies; and
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•
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governmental reaction to negative publicity concerning genetically modified organisms, which could result in greater government regulation of genetic research and derivative products. The subject of genetically modified organisms has received negative publicity, which has aroused public debate. This adverse publicity could lead to greater regulation and trade restrictions on imports of genetically altered products. The protein catalysts that we develop have significantly enhanced characteristics compared to those found in naturally occurring enzymes or microbes. While we produce our biocatalysts only for use in a controlled industrial environment, the release of such biocatalysts into uncontrolled environments could have unintended consequences. Any adverse effect resulting from such a release could have a material adverse effect on our business and financial condition, and we may have exposure to liability for any resulting harm.
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•
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issue additional equity securities, which would dilute our current stockholders;
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•
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incur substantial debt to fund the acquisitions;
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•
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use our cash to fund the acquisitions; or
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•
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assume significant liabilities including litigation risk.
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•
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actual or anticipated fluctuations in our financial condition and operating results;
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•
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the position of our cash, cash equivalents and marketable securities;
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•
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actual or anticipated changes in our growth rate relative to our competitors;
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•
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actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate;
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•
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announcements of technological innovations by us, our collaborators or our competitors;
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•
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announcements by us, our collaborators or our competitors of significant acquisitions or dispositions, strategic partnerships, joint ventures or capital commitments;
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•
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additions or losses of one or more significant pharmaceutical products;
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•
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announcements or developments regarding pharmaceutical products manufactured using our protein catalysts and intermediates;
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•
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the entry into, modification or termination of collaborative arrangements;
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•
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additions or losses of customers;
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•
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additions or departures of key management or scientific personnel;
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•
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competition from existing products or new products that may emerge;
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•
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issuance of new or updated research reports by securities or industry analysts;
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•
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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•
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disputes or other developments related to proprietary rights, including patent litigation and our ability to obtain patent protection for our technologies;
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•
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contractual disputes or litigation with our partners, customers or suppliers;
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•
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announcement or expectation of additional financing efforts;
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•
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sales of our common stock by us, our insiders or our other stockholders;
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•
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
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•
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general market conditions in our industry; and
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•
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general economic and market conditions, including the recent financial crisis.
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Fiscal 2017
|
High
|
|
Low
|
||||
First Quarter
|
$
|
5.29
|
|
|
$
|
3.60
|
|
Second Quarter
|
5.45
|
|
|
3.95
|
|
||
Third Quarter
|
6.70
|
|
|
4.80
|
|
||
Fourth Quarter
|
8.55
|
|
|
5.70
|
|
Fiscal 2016
|
High
|
|
Low
|
||||
First Quarter
|
$
|
4.50
|
|
|
$
|
2.93
|
|
Second Quarter
|
4.34
|
|
|
3.00
|
|
||
Third Quarter
|
4.63
|
|
|
3.87
|
|
||
Fourth Quarter
|
5.25
|
|
|
4.31
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|||||||||||||||
$100 investment in stock or index
|
|
Ticker
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Codexis, Inc.
|
|
CDXS
|
|
$
|
100.00
|
|
|
$
|
63.35
|
|
|
$
|
114.03
|
|
|
$
|
191.40
|
|
|
$
|
208.14
|
|
|
$
|
377.83
|
|
Nasdaq Composite Index
|
|
IXIC
|
|
$
|
100.00
|
|
|
$
|
140.12
|
|
|
$
|
160.78
|
|
|
$
|
171.97
|
|
|
$
|
187.22
|
|
|
$
|
242.71
|
|
Nasdaq Biotechnology Index
|
|
NBI
|
|
$
|
100.00
|
|
|
$
|
165.61
|
|
|
$
|
222.08
|
|
|
$
|
248.21
|
|
|
$
|
195.22
|
|
|
$
|
237.45
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product sales
|
$
|
26,685
|
|
|
$
|
15,321
|
|
|
$
|
11,376
|
|
|
$
|
13,064
|
|
|
$
|
20,423
|
|
Research and development revenues
|
20,748
|
|
|
31,316
|
|
|
25,599
|
|
|
14,945
|
|
|
6,868
|
|
|||||
Revenue sharing arrangement
|
2,591
|
|
|
2,200
|
|
|
4,829
|
|
|
7,298
|
|
|
4,631
|
|
|||||
Total revenues
|
50,024
|
|
|
48,837
|
|
|
41,804
|
|
|
35,307
|
|
|
31,922
|
|
|||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of product sales
|
14,327
|
|
|
9,753
|
|
|
6,586
|
|
|
9,726
|
|
|
14,554
|
|
|||||
Research and development
|
29,659
|
|
|
22,229
|
|
|
20,673
|
|
|
22,755
|
|
|
31,606
|
|
|||||
Selling, general and administrative
|
29,008
|
|
|
25,419
|
|
|
22,315
|
|
|
21,937
|
|
|
26,908
|
|
|||||
Total costs and operating expenses
|
72,994
|
|
|
57,401
|
|
|
49,574
|
|
|
54,418
|
|
|
73,068
|
|
|||||
Loss from operations
|
(22,970
|
)
|
|
(8,564
|
)
|
|
(7,770
|
)
|
|
(19,111
|
)
|
|
(41,146
|
)
|
|||||
Interest income
|
147
|
|
|
60
|
|
|
19
|
|
|
18
|
|
|
60
|
|
|||||
Other expense
|
(92
|
)
|
|
(94
|
)
|
|
(168
|
)
|
|
(234
|
)
|
|
(304
|
)
|
|||||
Loss before income taxes
|
(22,915
|
)
|
|
(8,598
|
)
|
|
(7,919
|
)
|
|
(19,327
|
)
|
|
(41,390
|
)
|
|||||
Provision for (benefit from) income taxes
|
81
|
|
|
(40
|
)
|
|
(338
|
)
|
|
(256
|
)
|
|
(87
|
)
|
|||||
Net loss
|
$
|
(22,996
|
)
|
|
$
|
(8,558
|
)
|
|
$
|
(7,581
|
)
|
|
$
|
(19,071
|
)
|
|
$
|
(41,303
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.50
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(1.08
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
46,228
|
|
|
40,629
|
|
|
39,438
|
|
|
38,209
|
|
|
38,231
|
|
|||||
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consolidated Balance Sheets Data:
|
(In Thousands)
|
||||||||||||||||||
Cash, cash equivalents and short-term investments
|
$
|
31,219
|
|
|
$
|
19,240
|
|
|
$
|
23,273
|
|
|
$
|
26,487
|
|
|
$
|
25,135
|
|
Working capital
|
20,087
|
|
|
14,860
|
|
|
17,998
|
|
|
19,272
|
|
|
24,582
|
|
|||||
Total assets
|
53,625
|
|
|
35,648
|
|
|
44,647
|
|
|
48,122
|
|
|
58,840
|
|
|||||
Total liabilities
|
29,078
|
|
|
16,549
|
|
|
21,768
|
|
|
21,811
|
|
|
17,357
|
|
|||||
Total stockholders’ equity
|
24,547
|
|
|
19,099
|
|
|
22,879
|
|
|
26,311
|
|
|
41,483
|
|
|
Years Ended December 31,
|
|
% of Total Revenues
|
|||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product sales
|
$
|
26,685
|
|
|
$
|
15,321
|
|
|
$
|
11,376
|
|
|
53
|
%
|
|
31
|
%
|
|
27
|
%
|
Research and development revenues
|
20,748
|
|
|
31,316
|
|
|
25,599
|
|
|
42
|
%
|
|
64
|
%
|
|
61
|
%
|
|||
Revenue sharing arrangement
|
2,591
|
|
|
2,200
|
|
|
4,829
|
|
|
5
|
%
|
|
5
|
%
|
|
12
|
%
|
|||
Total revenues
|
50,024
|
|
|
48,837
|
|
|
41,804
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of product sales
|
14,327
|
|
|
9,753
|
|
|
6,586
|
|
|
29
|
%
|
|
20
|
%
|
|
16
|
%
|
|||
Research and development
|
29,659
|
|
|
22,229
|
|
|
20,673
|
|
|
59
|
%
|
|
46
|
%
|
|
49
|
%
|
|||
Selling, general and administrative
|
29,008
|
|
|
25,419
|
|
|
22,315
|
|
|
58
|
%
|
|
52
|
%
|
|
53
|
%
|
|||
Total costs and operating expenses
|
72,994
|
|
|
57,401
|
|
|
49,574
|
|
|
146
|
%
|
|
118
|
%
|
|
119
|
%
|
|||
Loss from operations
|
(22,970
|
)
|
|
(8,564
|
)
|
|
(7,770
|
)
|
|
(46
|
)%
|
|
(18
|
)%
|
|
(19
|
)%
|
|||
Interest income
|
147
|
|
|
60
|
|
|
19
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Other expense
|
(92
|
)
|
|
(94
|
)
|
|
(168
|
)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Loss before income taxes
|
(22,915
|
)
|
|
(8,598
|
)
|
|
(7,919
|
)
|
|
(46
|
)%
|
|
(18
|
)%
|
|
(19
|
)%
|
|||
Provision for (benefit from) income taxes
|
81
|
|
|
(40
|
)
|
|
(338
|
)
|
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
|||
Net loss
|
$
|
(22,996
|
)
|
|
$
|
(8,558
|
)
|
|
$
|
(7,581
|
)
|
|
(46
|
)%
|
|
(18
|
)%
|
|
(18
|
)%
|
•
|
Product sales consist of sales of protein catalysts, pharmaceutical intermediates, and Codex
®
Biocatalyst Panels and Kits.
|
•
|
Research and development revenues include license, technology access and exclusivity fees, research services fees, milestone payments, royalties, and optimization and screening fees.
|
•
|
Revenue sharing arrangement is recognized based upon sales of licensed products by Exela.
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
Years Ended December 31,
|
|
2017
|
|
2016
|
||||||||||||||||||||
(In Thousands)
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Product sales
|
$
|
26,685
|
|
|
$
|
15,321
|
|
|
$
|
11,376
|
|
|
$
|
11,364
|
|
|
74
|
%
|
|
$
|
3,945
|
|
|
35
|
%
|
Research and development revenues
|
20,748
|
|
|
31,316
|
|
|
25,599
|
|
|
(10,568
|
)
|
|
(34
|
)%
|
|
5,717
|
|
|
22
|
%
|
|||||
Revenue sharing arrangement
|
2,591
|
|
|
2,200
|
|
|
4,829
|
|
|
391
|
|
|
18
|
%
|
|
(2,629
|
)
|
|
(54
|
)%
|
|||||
Total revenues
|
$
|
50,024
|
|
|
$
|
48,837
|
|
|
$
|
41,804
|
|
|
$
|
1,187
|
|
|
2
|
%
|
|
$
|
7,033
|
|
|
17
|
%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
Years Ended December 31,
|
|
2017
|
|
2016
|
||||||||||||||||||||
(In Thousands)
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Cost of product sales
|
$
|
14,327
|
|
|
$
|
9,753
|
|
|
$
|
6,586
|
|
|
$
|
4,574
|
|
|
47
|
%
|
|
$
|
3,167
|
|
|
48
|
%
|
Research and development
|
29,659
|
|
|
22,229
|
|
|
20,673
|
|
|
7,430
|
|
|
33
|
%
|
|
1,556
|
|
|
8
|
%
|
|||||
Selling, general and administrative
|
29,008
|
|
|
25,419
|
|
|
22,315
|
|
|
3,589
|
|
|
14
|
%
|
|
3,104
|
|
|
14
|
%
|
|||||
Total operating expenses
|
$
|
72,994
|
|
|
$
|
57,401
|
|
|
$
|
49,574
|
|
|
$
|
15,593
|
|
|
27
|
%
|
|
$
|
7,827
|
|
|
16
|
%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
Years Ended December 31,
|
|
2017
|
|
2016
|
||||||||||||||||||||
(In Thousands)
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Interest income
|
$
|
147
|
|
|
$
|
60
|
|
|
$
|
19
|
|
|
$
|
87
|
|
|
145
|
%
|
|
$
|
41
|
|
|
216
|
%
|
Other expense
|
(92
|
)
|
|
(94
|
)
|
|
(168
|
)
|
|
(2
|
)
|
|
(2
|
)%
|
|
(74
|
)
|
|
(44
|
)%
|
|||||
Total other income (expense), net
|
$
|
55
|
|
|
$
|
(34
|
)
|
|
$
|
(149
|
)
|
|
$
|
(89
|
)
|
|
(262
|
)%
|
|
$
|
(115
|
)
|
|
(77
|
)%
|
|
|
|
|
|
|
|
Change
|
|
||||||||||||||||||
|
Years Ended December 31,
|
|
2017
|
|
2016
|
|
||||||||||||||||||||
(In Thousands)
|
2017
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
$
|
|
%
|
|
||||||||||||
Provision for (benefit from) income taxes
|
$
|
81
|
|
|
$
|
(40
|
)
|
|
$
|
(338
|
)
|
|
$
|
(121
|
)
|
|
(303
|
)%
|
|
$
|
(298
|
)
|
|
(88
|
)%
|
|
|
December 31,
|
||||||||||
(In Thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents
|
$
|
31,219
|
|
|
$
|
19,240
|
|
|
$
|
23,273
|
|
Working capital
|
20,087
|
|
|
14,860
|
|
|
17,998
|
|
|
Years Ended December 31,
|
||||||||||
(In Thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash used in operating activities
|
$
|
(8,763
|
)
|
|
$
|
(2,701
|
)
|
|
$
|
(433
|
)
|
Net cash used in investing activities
|
(908
|
)
|
|
(842
|
)
|
|
(1,257
|
)
|
|||
Net cash provided by (used in) financing activities
|
21,650
|
|
|
(490
|
)
|
|
(1,524
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
11,979
|
|
|
$
|
(4,033
|
)
|
|
$
|
(3,214
|
)
|
|
Payments due by period
|
||||||||||||||
(in Thousands)
|
Total
|
|
Less than 1 year
|
|
1 to 3 years
|
|
4 to 5 years
|
||||||||
Capital lease obligations
|
$
|
565
|
|
|
$
|
252
|
|
|
$
|
313
|
|
|
$
|
—
|
|
Operating leases obligations
(1)
|
7,708
|
|
|
3,185
|
|
|
3,992
|
|
|
531
|
|
||||
Total
(2)
|
$
|
8,273
|
|
|
$
|
3,437
|
|
|
$
|
4,305
|
|
|
$
|
531
|
|
(1)
|
Represents future minimum lease payments under non-cancellable operating leases in effect as of
December 31, 2017
for our facilities in Redwood City, California. The minimum lease payments above do not include common area maintenance charges or real estate taxes. In addition, amounts have not been reduced by future minimum sublease rentals of
$1.2 million
to be received under non-cancellable subleases.
|
(2)
|
Excludes
$0.7 million
of uncertain tax liabilities for which we cannot make a reasonably reliable estimate of the period of cash settlement.
|
Other Commitment Agreement Type
|
|
Agreement Date
|
|
Future Minimum Payment
|
||
Manufacture and supply agreement with expected future payment date of December 2022
|
|
April 2016
|
|
$
|
1,693
|
|
Service agreement for the development of manufacturing process
|
|
April 2017
|
|
1,082
|
|
|
Service agreement for stability study
|
|
July 2017
|
|
398
|
|
|
Service agreement for clinical trial
|
|
December 2017
|
|
294
|
|
|
Total other commitments
|
|
|
|
$
|
3,467
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31,219
|
|
|
$
|
19,240
|
|
Accounts receivable, net of allowances of $34 at December 31, 2017 and $421 at December 31, 2016
|
11,800
|
|
|
5,924
|
|
||
Inventories
|
1,036
|
|
|
825
|
|
||
Prepaid expenses and other current assets
|
984
|
|
|
1,238
|
|
||
Total current assets
|
45,039
|
|
|
27,227
|
|
||
Restricted cash
|
1,557
|
|
|
1,624
|
|
||
Marketable securities
|
671
|
|
|
1,142
|
|
||
Property and equipment, net
|
2,815
|
|
|
2,155
|
|
||
Goodwill
|
3,241
|
|
|
3,241
|
|
||
Other non-current assets
|
302
|
|
|
259
|
|
||
Total assets
|
$
|
53,625
|
|
|
$
|
35,648
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,545
|
|
|
$
|
4,232
|
|
Accrued compensation
|
4,753
|
|
|
4,314
|
|
||
Other accrued liabilities
|
4,362
|
|
|
2,111
|
|
||
Deferred revenue
|
12,292
|
|
|
1,710
|
|
||
Total current liabilities
|
24,952
|
|
|
12,367
|
|
||
Deferred revenue, net of current portion
|
1,501
|
|
|
1,066
|
|
||
Lease incentive obligation, net of current portion
|
460
|
|
|
885
|
|
||
Financing obligation, net of current portion
|
302
|
|
|
—
|
|
||
Other long-term liabilities
|
1,863
|
|
|
2,231
|
|
||
Total liabilities
|
29,078
|
|
|
16,549
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value per share; 5,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value per share; 100,000 shares authorized; 48,365 and 41,255 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively
|
5
|
|
|
4
|
|
||
Additional paid-in capital
|
340,079
|
|
|
311,164
|
|
||
Accumulated other comprehensive loss
|
(472
|
)
|
|
—
|
|
||
Accumulated deficit
|
(315,065
|
)
|
|
(292,069
|
)
|
||
Total stockholders’ equity
|
24,547
|
|
|
19,099
|
|
||
Total liabilities and stockholders’ equity
|
$
|
53,625
|
|
|
$
|
35,648
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Product sales
|
$
|
26,685
|
|
|
$
|
15,321
|
|
|
$
|
11,376
|
|
Research and development revenues
|
20,748
|
|
|
31,316
|
|
|
25,599
|
|
|||
Revenue sharing arrangement
|
2,591
|
|
|
2,200
|
|
|
4,829
|
|
|||
Total revenues
|
50,024
|
|
|
48,837
|
|
|
41,804
|
|
|||
Costs and operating expenses:
|
|
|
|
|
|
||||||
Cost of product sales
|
14,327
|
|
|
9,753
|
|
|
6,586
|
|
|||
Research and development
|
29,659
|
|
|
22,229
|
|
|
20,673
|
|
|||
Selling, general and administrative
|
29,008
|
|
|
25,419
|
|
|
22,315
|
|
|||
Total costs and operating expenses
|
72,994
|
|
|
57,401
|
|
|
49,574
|
|
|||
Loss from operations
|
(22,970
|
)
|
|
(8,564
|
)
|
|
(7,770
|
)
|
|||
Interest income
|
147
|
|
|
60
|
|
|
19
|
|
|||
Other expense
|
(92
|
)
|
|
(94
|
)
|
|
(168
|
)
|
|||
Loss before income taxes
|
(22,915
|
)
|
|
(8,598
|
)
|
|
(7,919
|
)
|
|||
Provision for (benefit from) income taxes
|
81
|
|
|
(40
|
)
|
|
(338
|
)
|
|||
Net loss
|
$
|
(22,996
|
)
|
|
$
|
(8,558
|
)
|
|
$
|
(7,581
|
)
|
|
|
|
|
|
|
||||||
Net loss per share, basic and diluted
|
$
|
(0.50
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.19
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
46,228
|
|
|
40,629
|
|
|
39,438
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(22,996
|
)
|
|
$
|
(8,558
|
)
|
|
$
|
(7,581
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities, net of tax
(1)
|
(472
|
)
|
|
(405
|
)
|
|
547
|
|
|||
Other comprehensive income (loss)
|
(472
|
)
|
|
(405
|
)
|
|
547
|
|
|||
Total comprehensive loss
|
$
|
(23,468
|
)
|
|
$
|
(8,963
|
)
|
|
$
|
(7,034
|
)
|
(1)
|
Net of benefit from income taxes of
$0
,
$0
, and
$314
in
2017
,
2016
and
2015
, respectively.
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’ Equity |
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
December 31, 2014
|
|
39,563
|
|
|
$
|
4
|
|
|
$
|
302,379
|
|
|
$
|
(142
|
)
|
|
$
|
(275,930
|
)
|
|
$
|
26,311
|
|
Exercise of stock options
|
|
172
|
|
|
—
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|||||
Cancellation of shares
|
|
(444
|
)
|
|
—
|
|
|
(1,813
|
)
|
|
—
|
|
|
—
|
|
|
(1,813
|
)
|
|||||
Release of stock awards
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Employee stock-based compensation
|
|
—
|
|
|
—
|
|
|
5,122
|
|
|
—
|
|
|
—
|
|
|
5,122
|
|
|||||
Non-employee stock-based compensation
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Total comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
547
|
|
|
(7,581
|
)
|
|
(7,034
|
)
|
|||||
December 31, 2015
|
|
40,343
|
|
|
4
|
|
|
305,981
|
|
|
405
|
|
|
(283,511
|
)
|
|
22,879
|
|
|||||
Exercise of stock options
|
|
398
|
|
|
—
|
|
|
1,034
|
|
|
—
|
|
|
—
|
|
|
1,034
|
|
|||||
Cancellation of shares
|
|
(397
|
)
|
|
—
|
|
|
(1,524
|
)
|
|
—
|
|
|
—
|
|
|
(1,524
|
)
|
|||||
Release of stock awards
|
|
911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Employee stock-based compensation
|
|
—
|
|
|
—
|
|
|
5,673
|
|
|
—
|
|
|
—
|
|
|
5,673
|
|
|||||
Total comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(405
|
)
|
|
(8,558
|
)
|
|
(8,963
|
)
|
|||||
December 31, 2016
|
|
41,255
|
|
|
4
|
|
|
311,164
|
|
|
—
|
|
|
(292,069
|
)
|
|
19,099
|
|
|||||
Exercise of stock options
|
|
86
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|||||
Cancellation of shares
|
|
(397
|
)
|
|
—
|
|
|
(1,671
|
)
|
|
—
|
|
|
—
|
|
|
(1,671
|
)
|
|||||
Release of stock awards
|
|
1,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Employee stock-based compensation
|
|
—
|
|
|
—
|
|
|
7,048
|
|
|
—
|
|
|
—
|
|
|
7,048
|
|
|||||
Non-employee stock-based compensation
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Issuance of common stock, net of issuance costs
|
|
6,325
|
|
|
1
|
|
|
23,229
|
|
|
—
|
|
|
—
|
|
|
23,230
|
|
|||||
Total comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
(22,996
|
)
|
|
(23,468
|
)
|
|||||
December 31, 2017
|
|
48,365
|
|
|
$
|
5
|
|
|
$
|
340,079
|
|
|
$
|
(472
|
)
|
|
$
|
(315,065
|
)
|
|
$
|
24,547
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(22,996
|
)
|
|
$
|
(8,558
|
)
|
|
$
|
(7,581
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
—
|
|
|
2,812
|
|
|
3,374
|
|
|||
Depreciation and amortization
|
1,042
|
|
|
1,734
|
|
|
2,035
|
|
|||
Stock-based compensation
|
7,091
|
|
|
5,673
|
|
|
5,126
|
|
|||
Loss (gain) on disposal of property and equipment
|
9
|
|
|
(42
|
)
|
|
32
|
|
|||
Gain from extinguishment of asset retirement obligation
|
(207
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax benefit related to marketable securities
|
—
|
|
|
—
|
|
|
(314
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(5,651
|
)
|
|
1,405
|
|
|
(3,459
|
)
|
|||
Inventories
|
(210
|
)
|
|
167
|
|
|
403
|
|
|||
Prepaid expenses and other current assets
|
157
|
|
|
7
|
|
|
10
|
|
|||
Restricted cash
|
(8
|
)
|
|
(841
|
)
|
|
—
|
|
|||
Other assets
|
(44
|
)
|
|
52
|
|
|
(16
|
)
|
|||
Accounts payable
|
(801
|
)
|
|
942
|
|
|
(1,274
|
)
|
|||
Accrued compensation
|
439
|
|
|
983
|
|
|
385
|
|
|||
Other accrued liabilities
|
1,399
|
|
|
(593
|
)
|
|
(1,062
|
)
|
|||
Deferred revenue
|
11,017
|
|
|
(6,442
|
)
|
|
1,908
|
|
|||
Net cash used in operating activities
|
(8,763
|
)
|
|
(2,701
|
)
|
|
(433
|
)
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(985
|
)
|
|
(888
|
)
|
|
(1,199
|
)
|
|||
Proceeds from disposal of property and equipment
|
2
|
|
|
42
|
|
|
18
|
|
|||
Changes in restricted cash
|
75
|
|
|
4
|
|
|
(76
|
)
|
|||
Net cash used in investing activities
|
(908
|
)
|
|
(842
|
)
|
|
(1,257
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercises of stock options
|
266
|
|
|
1,034
|
|
|
289
|
|
|||
Proceeds from issuance of common stock in connection with public offering, net of underwriting discounts and commission
|
23,782
|
|
|
—
|
|
|
—
|
|
|||
Costs incurred in connection with public offering
|
(553
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on capital lease obligations
|
(175
|
)
|
|
—
|
|
|
—
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(1,670
|
)
|
|
(1,524
|
)
|
|
(1,813
|
)
|
|||
Net cash provided by (used in) financing activities
|
21,650
|
|
|
(490
|
)
|
|
(1,524
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
11,979
|
|
|
(4,033
|
)
|
|
(3,214
|
)
|
|||
Cash and cash equivalents at the beginning of the year
|
19,240
|
|
|
23,273
|
|
|
26,487
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
31,219
|
|
|
$
|
19,240
|
|
|
$
|
23,273
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
141
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Income taxes
|
$
|
32
|
|
|
$
|
5
|
|
|
$
|
8
|
|
Supplemental non-cash financing activities:
|
|
|
|
|
|
||||||
Equipment acquired under capital leases
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
|
•
|
Level 2: Inputs that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
|
|
Asset classification
|
Estimated useful life
|
|
Laboratory equipment
|
5 years
|
|
|
|
|
Computer equipment and software
|
3 to 5 years
|
|
|
|
|
Office equipment and furniture
|
5 years
|
|
|
|
|
Leasehold improvements
|
Lesser of useful life or lease term
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Shares issuable under Equity Incentive Plan
|
6,882
|
|
|
5,567
|
|
|
5,932
|
|
Shares issuable upon the conversion of warrants
|
—
|
|
|
73
|
|
|
75
|
|
Total anti-dilutive securities
|
6,882
|
|
|
5,640
|
|
|
6,007
|
|
|
December 31, 2017
|
||||||||||||||||
|
Adjusted Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Average
Contractual
Maturities
|
||||||||
|
|
|
(in days)
|
||||||||||||||
Money market funds
(1)
|
$
|
6,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,778
|
|
|
n/a
|
Common shares of CO
2
Solutions
(2)
|
563
|
|
|
108
|
|
|
—
|
|
|
671
|
|
|
n/a
|
||||
Total
|
$
|
7,341
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
7,449
|
|
|
|
|
December 31, 2016
|
||||||||||||||||
|
Adjusted Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Average
Contractual
Maturities
|
||||||||
|
|
|
(in days)
|
||||||||||||||
Money market funds
(1)
|
$
|
11,172
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,172
|
|
|
n/a
|
Common shares of CO
2
Solutions
(2)
|
563
|
|
|
579
|
|
|
—
|
|
|
1,142
|
|
|
n/a
|
||||
Total
|
$
|
11,735
|
|
|
$
|
579
|
|
|
$
|
—
|
|
|
$
|
12,314
|
|
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
6,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,778
|
|
Common shares of CO
2
Solutions
|
—
|
|
|
671
|
|
|
—
|
|
|
671
|
|
||||
Total
|
$
|
6,778
|
|
|
$
|
671
|
|
|
$
|
—
|
|
|
$
|
7,449
|
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
11,172
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,172
|
|
Common shares of CO
2
Solutions
|
—
|
|
|
1,142
|
|
|
—
|
|
|
1,142
|
|
||||
Total
|
$
|
11,172
|
|
|
$
|
1,142
|
|
|
$
|
—
|
|
|
$
|
12,314
|
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Allowance - beginning of period
|
|
$
|
(421
|
)
|
|
$
|
(421
|
)
|
|
$
|
(428
|
)
|
Recoveries from bad debts
|
|
—
|
|
|
—
|
|
|
7
|
|
|||
Write-offs and other
(1)
|
|
387
|
|
|
—
|
|
|
—
|
|
|||
Allowance - end of period
|
|
$
|
(34
|
)
|
|
$
|
(421
|
)
|
|
$
|
(421
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Laboratory equipment
(1)
|
$
|
19,777
|
|
|
$
|
18,849
|
|
Leasehold improvements
|
10,327
|
|
|
10,395
|
|
||
Computer equipment and software
|
3,695
|
|
|
3,267
|
|
||
Office equipment and furniture
|
1,185
|
|
|
1,171
|
|
||
Construction in progress
(2)
|
85
|
|
|
124
|
|
||
Property and equipment
|
35,069
|
|
|
33,806
|
|
||
Less: accumulated depreciation and amortization
|
(32,254
|
)
|
|
(31,651
|
)
|
||
Property and equipment, net
|
$
|
2,815
|
|
|
$
|
2,155
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Accrued purchases
(1)
|
$
|
941
|
|
|
$
|
67
|
|
Accrued professional and outside service fees
|
2,393
|
|
|
746
|
|
||
Deferred rent
|
258
|
|
|
168
|
|
||
Lease incentive obligation
|
425
|
|
|
425
|
|
||
Other
|
345
|
|
|
705
|
|
||
Total
|
$
|
4,362
|
|
|
$
|
2,111
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Research and development
|
$
|
1,444
|
|
|
$
|
1,033
|
|
|
$
|
935
|
|
Selling, general and administrative
|
5,647
|
|
|
4,640
|
|
|
4,191
|
|
|||
Total
|
$
|
7,091
|
|
|
$
|
5,673
|
|
|
$
|
5,126
|
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected life (years)
|
5.4
|
|
|
5.3
|
|
|
6.1
|
|
Volatility
|
62.2
|
%
|
|
64.2
|
%
|
|
66.1
|
%
|
Risk-free interest rate
|
2.0
|
%
|
|
1.3
|
%
|
|
1.7
|
%
|
Expected dividend yield
(1)
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
|
Year Ended
December 31,
|
|
|
|
2017
|
|
Remaining contractual option life (years)
|
|
9.78
|
|
Volatility
|
|
60.6
|
%
|
Risk-free interest rate
|
|
2.4
|
%
|
Expected dividend yield
(1)
|
|
0.0
|
%
|
|
Number
of Shares |
|
Weighted
Average Exercise Price Per Share |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate Intrinsic
Value |
|||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Balance at January 1, 2017
|
3,890
|
|
|
$
|
4.40
|
|
|
|
|
|
||
Granted
|
856
|
|
|
$
|
4.57
|
|
|
|
|
|
||
Exercised
|
(86
|
)
|
|
$
|
3.10
|
|
|
|
|
|
||
Forfeited/Expired
|
(81
|
)
|
|
$
|
7.72
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
4,579
|
|
|
$
|
4.40
|
|
|
6.37
|
|
$
|
19,188
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2017
|
3,006
|
|
|
$
|
4.48
|
|
|
5.21
|
|
$
|
12,722
|
|
Vested and expected to vest at December 31, 2017
|
4,372
|
|
|
$
|
4.40
|
|
|
6.26
|
|
$
|
18,357
|
|
|
Number
of Shares |
|
Weighted Average
Grant Date Fair Value Per Share |
|||
|
(in thousands)
|
|
|
|||
Non-vested balance at January 1, 2017
|
230
|
|
|
$
|
3.82
|
|
Granted
|
143
|
|
|
$
|
4.75
|
|
Vested
|
(214
|
)
|
|
$
|
3.81
|
|
Forfeited/Expired
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2017
|
159
|
|
|
$
|
4.68
|
|
|
Number
of Shares |
|
Weighted Average
Grant Date Fair Value Per Share |
|||
|
(in thousands)
|
|
|
|||
Non-vested balance at January 1, 2017
|
617
|
|
|
$
|
3.69
|
|
Granted
|
275
|
|
|
$
|
4.22
|
|
Vested
|
(302
|
)
|
|
$
|
3.40
|
|
Forfeited/Expired
|
(30
|
)
|
|
$
|
4.12
|
|
Non-vested balance at December 31, 2017
|
560
|
|
|
$
|
4.08
|
|
|
Number
of Shares |
|
Weighted Average
Grant Date Fair Value Per Share |
|||
|
(in thousands)
|
|
|
|||
Non-vested balance at January 1, 2017
|
831
|
|
|
$
|
3.88
|
|
Granted
|
276
|
|
|
$
|
4.25
|
|
Vested
|
(651
|
)
|
|
$
|
3.84
|
|
Forfeited/Expired
|
(27
|
)
|
|
$
|
3.65
|
|
Non-vested balance at December 31, 2017
|
429
|
|
|
$
|
4.20
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
(22,994
|
)
|
|
$
|
(8,174
|
)
|
|
$
|
(7,641
|
)
|
Foreign
|
79
|
|
|
(424
|
)
|
|
(278
|
)
|
|||
Loss before provision for income taxes
|
$
|
(22,915
|
)
|
|
$
|
(8,598
|
)
|
|
$
|
(7,919
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
5
|
|
|
5
|
|
|
5
|
|
|||
Foreign
|
64
|
|
|
(14
|
)
|
|
(13
|
)
|
|||
Total current provision (benefit)
|
69
|
|
|
(9
|
)
|
|
(8
|
)
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
(293
|
)
|
|||
State
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||
Foreign
|
12
|
|
|
(31
|
)
|
|
(16
|
)
|
|||
Total deferred provision (benefit)
|
12
|
|
|
(31
|
)
|
|
(330
|
)
|
|||
Provision for (benefit from) income taxes
|
$
|
81
|
|
|
$
|
(40
|
)
|
|
$
|
(338
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Tax benefit at federal statutory rate
|
$
|
(7,791
|
)
|
|
$
|
(2,924
|
)
|
|
$
|
(2,693
|
)
|
State taxes
|
48
|
|
|
127
|
|
|
1,126
|
|
|||
Research and development credits
|
(399
|
)
|
|
(161
|
)
|
|
(85
|
)
|
|||
Foreign operations taxed at different rates
|
(2
|
)
|
|
30
|
|
|
31
|
|
|||
Stock-based compensation
|
(216
|
)
|
|
327
|
|
|
77
|
|
|||
Other nondeductible items
|
399
|
|
|
660
|
|
|
(43
|
)
|
|||
Change in valuation allowance
|
(26,058
|
)
|
|
1,901
|
|
|
1,249
|
|
|||
Change in statutory tax rate
|
34,100
|
|
|
—
|
|
|
—
|
|
|||
Provision for (benefit from) income taxes
|
$
|
81
|
|
|
$
|
(40
|
)
|
|
$
|
(338
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
53,901
|
|
|
$
|
72,588
|
|
Credits
|
6,221
|
|
|
5,016
|
|
||
Deferred revenues
|
3,334
|
|
|
1,025
|
|
||
Stock-based compensation
|
2,872
|
|
|
3,750
|
|
||
Reserves and accruals
|
2,028
|
|
|
2,952
|
|
||
Depreciation
|
1,573
|
|
|
2,516
|
|
||
Intangible assets
|
3,172
|
|
|
5,536
|
|
||
Capital losses
|
576
|
|
|
933
|
|
||
Unrealized gain/loss
|
295
|
|
|
277
|
|
||
Other assets
|
78
|
|
|
110
|
|
||
Total deferred tax assets:
|
74,050
|
|
|
94,703
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Other
|
(115
|
)
|
|
(103
|
)
|
||
Total deferred tax liabilities:
|
(115
|
)
|
|
(103
|
)
|
||
Valuation allowance
|
(74,010
|
)
|
|
(94,663
|
)
|
||
Net deferred tax liabilities
|
$
|
(75
|
)
|
|
$
|
(63
|
)
|
|
December 31, 2017
|
||||
|
Amount
|
|
Expiration
Years
|
||
Net operating losses, federal
|
$
|
224,536
|
|
|
2022-2037
|
Net operating losses, state
|
110,802
|
|
|
2017-2037
|
|
Tax credits, federal
|
6,433
|
|
|
2022-2037
|
|
Tax credits, state
|
7,970
|
|
|
Do not expire
|
|
Net operating losses, foreign
|
382
|
|
|
Various
|
|
Rollforward Table (at Gross): As of
|
||||||||||
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
8,566
|
|
|
$
|
8,152
|
|
|
$
|
7,838
|
|
Additions based on tax positions related to current year
|
880
|
|
|
459
|
|
|
368
|
|
|||
Reductions to tax provision of prior years
|
(24
|
)
|
|
(45
|
)
|
|
(54
|
)
|
|||
Balance at end of year
|
$
|
9,422
|
|
|
$
|
8,566
|
|
|
$
|
8,152
|
|
Years ending December 31,
|
Capital Leases
|
|
Operating Leases
|
||||
2018
|
$
|
252
|
|
|
$
|
3,185
|
|
2019
|
252
|
|
|
3,280
|
|
||
2020
|
60
|
|
|
712
|
|
||
2021
|
—
|
|
|
490
|
|
||
2022
|
—
|
|
|
41
|
|
||
Total minimum lease payments
(1)
|
564
|
|
|
$
|
7,708
|
|
|
Less: amount representing interest
|
(32
|
)
|
|
|
|||
Present value of capital lease obligations
|
532
|
|
|
|
|||
Less: current portion
|
(230
|
)
|
|
|
|||
Long-term portion of capital leases
|
$
|
302
|
|
|
|
(1)
|
Minimum payments have not been reduced by future minimum sublease rentals of
$1.2 million
to be received under non-cancellable subleases.
|
Other Commitment Agreement Type
|
Agreement Date
|
|
|
Future Minimum Payment
|
|
|
Manufacture and supply agreement with expected future payment date of December 2022
|
April 2016
|
|
$
|
1,693
|
|
|
Service agreement for the development of manufacturing process
|
April 2017
|
|
|
1,082
|
|
|
Service agreement for stability study
|
July 2017
|
|
|
398
|
|
|
Service agreement for clinical trial
|
December 2017
|
|
|
294
|
|
|
Total other commitments
|
|
|
$
|
3,467
|
|
|
|
Term Debt
|
|
Revolving Line of Credit
|
Through and including the first anniversary of the funding date of the first Term Debt drawn
|
2.0%
|
|
|
After the first anniversary of the funding date of the first Term Debt drawn and before the maturity date
|
1.0%
|
|
|
On the earliest to occur of the maturity date, the acceleration of Term Debt drawn or prepayment of Term Debt drawn
|
5.5%
|
|
|
Through and including the first anniversary of the closing date
|
|
|
3.0%
|
After the first anniversary of the closing date through and including the second anniversary of the closing date
|
|
|
2.0%
|
After the second anniversary of the closing date through and including the third anniversary of the closing date
|
|
|
1.0%
|
|
Percentage of Total Revenues
For The Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Merck
|
28
|
%
|
|
47
|
%
|
|
29
|
%
|
GSK
|
*
|
|
|
22
|
%
|
|
20
|
%
|
Novartis
|
14
|
%
|
|
*
|
|
|
*
|
|
Nestlé
|
15
|
%
|
|
*
|
|
|
*
|
|
Exela
|
*
|
|
|
*
|
|
|
12
|
%
|
Tate & Lyle
|
11
|
%
|
|
*
|
|
|
*
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
3,117
|
|
|
$
|
2,414
|
|
|
Quarter Ended
(1)
|
||||||||||||||||||||||||||||||
|
December 31, 2017
(3)
|
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
|
December 31, 2016
(3)
|
|
September 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Product sales
|
$
|
7,551
|
|
|
$
|
6,948
|
|
|
$
|
6,600
|
|
|
$
|
5,586
|
|
|
$
|
4,249
|
|
|
$
|
4,052
|
|
|
$
|
3,280
|
|
|
$
|
3,740
|
|
Research and development revenues
|
12,427
|
|
|
2,929
|
|
|
3,391
|
|
|
2,001
|
|
|
5,345
|
|
|
10,373
|
|
|
12,064
|
|
|
3,534
|
|
||||||||
Revenue sharing arrangement
|
1,744
|
|
|
107
|
|
|
356
|
|
|
384
|
|
|
375
|
|
|
445
|
|
|
658
|
|
|
722
|
|
||||||||
Total revenues
|
$
|
21,722
|
|
|
$
|
9,984
|
|
|
10,347
|
|
|
7,971
|
|
|
$
|
9,969
|
|
|
$
|
14,870
|
|
|
$
|
16,002
|
|
|
$
|
7,996
|
|
||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of product sales
|
$
|
3,559
|
|
|
$
|
3,976
|
|
|
$
|
3,790
|
|
|
$
|
3,002
|
|
|
$
|
2,287
|
|
|
$
|
2,756
|
|
|
$
|
2,221
|
|
|
$
|
2,489
|
|
Research and development
|
9,417
|
|
|
8,055
|
|
|
6,348
|
|
|
5,839
|
|
|
5,964
|
|
|
5,467
|
|
|
5,112
|
|
|
5,686
|
|
||||||||
Selling, general and administrative
|
7,867
|
|
|
7,989
|
|
|
6,546
|
|
|
6,606
|
|
|
6,968
|
|
|
5,229
|
|
|
6,420
|
|
|
6,802
|
|
||||||||
Total costs and operating expenses
|
$
|
20,843
|
|
|
$
|
20,020
|
|
|
$
|
16,684
|
|
|
$
|
15,447
|
|
|
$
|
15,219
|
|
|
$
|
13,452
|
|
|
$
|
13,753
|
|
|
$
|
14,977
|
|
Income (loss) before income taxes
|
$
|
919
|
|
|
$
|
(10,076
|
)
|
|
$
|
(6,322
|
)
|
|
$
|
(7,436
|
)
|
|
$
|
(5,285
|
)
|
|
$
|
1,437
|
|
|
$
|
2,213
|
|
|
$
|
(6,963
|
)
|
Net income (loss)
|
$
|
970
|
|
|
$
|
(10,226
|
)
|
|
$
|
(6,280
|
)
|
|
$
|
(7,460
|
)
|
|
$
|
(5,260
|
)
|
|
$
|
1,437
|
|
|
$
|
2,239
|
|
|
$
|
(6,974
|
)
|
Net income (loss) per share, basic
|
$
|
0.02
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
(0.17
|
)
|
Net income (loss) per share, diluted
|
$
|
0.02
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
(0.17
|
)
|
Weighted average common shares used in computing net income (loss) per share, basic
(2)
|
48,187
|
|
|
48,147
|
|
|
47,232
|
|
|
41,250
|
|
|
41,002
|
|
|
40,940
|
|
|
40,495
|
|
|
40,072
|
|
||||||||
Weighted average common shares used in computing net income (loss) per share, diluted
(2)
|
50,599
|
|
|
48,147
|
|
|
47,232
|
|
|
41,250
|
|
|
41,002
|
|
|
42,134
|
|
|
41,568
|
|
|
40,072
|
|
|
(1)
|
The 2017 and 2016 amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts.
|
|
(2)
|
The full year net loss per share of common stock, basic and diluted, may not equal the sum of the quarters due to weighting of outstanding shares.
|
|
(3)
|
PSUs, PBOs, and cash bonus awards are granted to certain employees and executives and are subject to our performance in achieving pre-determined criteria approved by our board of directors. Based on the actual achievement of the annual goals, we updated the calculation of the annual expense in the fourth quarter which resulted in an additional true-up charge of approximately $0.1 million in 2017 and $0.3 million in 2016, primarily in selling, general and administrative expense.
|
1.
|
Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K
|
2.
|
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
Exhibit
No.
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1A*
|
|
|
|
|
|
10.1B*
|
|
|
|
|
|
10.1C*
|
|
|
|
|
|
10.1D*
|
|
|
|
|
|
10.1E
|
|
|
|
|
|
10.1F
|
|
|
|
|
|
10.1G
|
|
|
|
|
|
10.1H
|
|
|
|
|
|
10.2+*
|
|
|
|
|
|
10.3+*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5A+*
|
|
|
|
||
10.5B+
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.5C+
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7A†
|
|
|
|
|
|
10.7B
|
|
|
|
|
|
10.8A+
|
|
|
|
|
|
10.8B+
|
|
|
|
|
|
10.8C+
|
|
|
|
|
|
10.8D+
|
|
|
|
|
|
10.8E+
|
|
|
|
|
|
10.9A†
|
|
|
|
|
|
10.9B†
|
|
|
|
|
|
10.9C
|
|
|
|
|
|
10.9D
|
|
|
|
|
|
10.9E
|
|
|
|
|
|
10.10†
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
10.11†
|
|
|
|
|
|
10.12+
|
|
|
|
|
|
10.13†
|
|
|
|
|
|
10.14+
|
|
|
|
|
|
10.15†
|
|
|
|
|
|
10.15A†
|
|
|
|
|
|
10.15B
|
|
|
|
|
|
12.1
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
24.1
|
|
Power of Attorney (see signature page to this Annual Report on Form 10-K).
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101
|
|
The following materials from Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Consolidated Balance Sheets at December 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, (iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 and (vi) Notes to Consolidated Financial Statements.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
†
|
Confidential treatment has been granted for certain information contained in this exhibit. Such information has been omitted and filed separately with the Securities and Exchange Commission.
|
*
|
Filed as exhibits to the registrant’s Registration Statement on Form S-1 (File No. 333-164044), effective April 21, 2010, and incorporated herein by reference.
|
**
|
Pursuant to Item 601(b)(32) of Regulation S-K this exhibit is furnished rather than filed with this report.
|
|
|
CODEXIS, INC.
|
|
|
|
|
|
Date:
|
March 15, 2018
|
By:
|
/s/ John J. Nicols
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
||
/s/ John J. Nicols
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
Date:
|
March 15, 2018
|
John J. Nicols
|
|
|
|
|
|
|
|
||
/s/ Gordon T. B. Sangster
|
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
Date:
|
March 15, 2018
|
Gordon T. B. Sangster
|
|
|
|
|
|
|
|
||
/s/ Bernard J. Kelley
|
|
Chairman of the Board of Directors
|
Date:
|
March 15, 2018
|
Bernard J. Kelley
|
|
|
|
|
|
|
|
|
|
/s/ Thomas R. Baruch
|
|
Chairman Emeritus, Director
|
Date:
|
March 15, 2018
|
Thomas R. Baruch
|
|
|
|
|
|
|
|
|
|
/s/ Pam P. Cheng
|
|
Director
|
Date:
|
March 15, 2018
|
Pam P. Cheng
|
|
|
|
|
|
|
|
||
/s/ Byron L. Dorgan
|
|
Director
|
Date:
|
March 15, 2018
|
Byron L. Dorgan
|
|
|
|
|
|
|
|
||
/s/ Kathleen S. Glaub
|
|
Director
|
Date:
|
March 15, 2018
|
Kathleen S. Glaub
|
|
|
|
|
|
|
|
|
|
/s/ David V. Smith
|
|
Director
|
Date:
|
March 15, 2018
|
David V. Smith
|
|
|
|
|
|
|
|
||
/s/ Dennis P. Wolf
|
|
Director
|
Date:
|
March 15, 2018
|
Dennis P. Wolf
|
|
|
|
|
|
|
|
||
/s/ Patrick Y. Yang
|
|
Director
|
Date:
|
March 15, 2018
|
Patrick Y. Yang
|
|
|
|
|
|
|
Codexis, Inc.
200 Penobscot Drive Redwood City, CA 94063 Tel: +1 (650) 421-8100 Fax: +1 (650) 421-8102 www.codexis.com |
|
|
Codexis, Inc.
200 Penobscot Drive Redwood City, CA 94063 Tel: +1 (650) 421-8100 Fax: +1 (650) 421-8102 www.codexis.com |
|
|
Page
|
||
Article 1 DEFINITIONS
|
1
|
|
||
1.1
|
|
Definitions
|
1
|
|
Article 2 OPTION; LICENSE AND RIGHT OF FIRST NEGOTIATION
|
15
|
|
||
2.1
|
|
Option
|
15
|
|
2.2
|
|
License Terms
|
16
|
|
2.3
|
|
Right of First Negotiation
|
17
|
|
2.4
|
|
Exclusivity
|
19
|
|
2.5
|
|
Development Information for ROFN Compounds and IEM Enzymes
|
20
|
|
Article 3 GOVERNANCE PROVISIONS
|
20
|
|
||
3.1
|
|
Formation and Composition of the Joint Steering Committee
|
20
|
|
3.2
|
|
Role of JSC
|
20
|
|
3.3
|
|
Meetings of JSC
|
21
|
|
3.4
|
|
Decision-Making
|
22
|
|
3.5
|
|
Authority; Duration
|
22
|
|
3.6
|
|
JSC Subcommittees
|
22
|
|
3.7
|
|
Patent Committee
|
22
|
|
Article 4 DEVELOPMENT AND REGULATORY MATTERS
|
23
|
|
||
4.1
|
|
Commitment to Development
|
23
|
|
4.2
|
|
Development Plan
|
23
|
|
4.3
|
|
Development Assistance after Option Exercise.
|
24
|
|
4.4
|
|
Development Reports
|
24
|
|
4.5
|
|
Development Records
|
25
|
|
4.6
|
|
Development Costs
|
25
|
|
4.7
|
|
Regulatory Matters
|
25
|
|
4.8
|
|
Compliance
|
25
|
|
4.9
|
|
Compound-Related Contracts
|
26
|
|
4.1
|
|
Debarred Persons
|
26
|
|
4.11
|
|
Subcontracting
|
26
|
|
Article 5 TRANSITION AFTER OPTION EXERCISE
|
26
|
|
||
5.1
|
|
Technology Transfer
|
26
|
|
5.2
|
|
Transfer of Development Activities
|
27
|
|
5.3
|
|
Transfer of Regulatory Filings
|
27
|
|
5.4
|
|
Assignment of Contracts
|
27
|
|
5.5
|
|
Transfer of Records
|
27
|
|
5.6
|
|
Transfer of Initial Compound
|
28
|
|
5.7
|
|
Completion of Transition to NHSc
|
28
|
|
Article 12 TERM AND TERMINATION
|
51
|
|
||
12.1
|
|
Effectiveness; Term
|
51
|
|
12.2
|
|
Termination Rights
|
51
|
|
12.3
|
|
Effect of Termination
|
53
|
|
12.4
|
|
Further Effects of Termination
|
56
|
|
12.5
|
|
Bankruptcy
|
56
|
|
Article 13 DISPUTE RESOLUTION
|
57
|
|
||
13.1
|
|
Elevation of Issues for Resolution
|
57
|
|
13.2
|
|
Arbitration
|
58
|
|
Article 14 MISCELLANEOUS
|
59
|
|
||
14.1
|
|
Severability
|
59
|
|
14.2
|
|
Notices
|
59
|
|
14.3
|
|
Assignment
|
60
|
|
14.4
|
|
Performance by Affiliates
|
61
|
|
14.5
|
|
Further Assurances
|
61
|
|
14.6
|
|
Waivers and Modifications
|
61
|
|
14.7
|
|
Choice of Law
|
62
|
|
14.8
|
|
Injunctive Relief
|
62
|
|
14.9
|
|
Publicity
|
62
|
|
14.1
|
|
Relationship of the Parties
|
62
|
|
14.11
|
|
Entire Agreement
|
62
|
|
14.12
|
|
Counterparts
|
63
|
|
14.13
|
|
Exports
|
63
|
|
14.14
|
|
Amendments
|
63
|
|
14.15
|
|
Interpretation
|
63
|
|
Milestone Event
|
Milestone Payment
|
[***]*
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
Milestone Event
(Annual Net Sales)
|
Milestone Payment
|
Aggregate Net Sales of Product in a single Calendar Year exceed [***]
|
[***]
|
Aggregate Net Sales of Product in a single Calendar Year exceed [***]
|
[***]
|
Aggregate Net Sales of Product in a single Calendar Year exceed [***]
|
[***]
|
Aggregate Net Sales of Product in a single Calendar Year exceed $1,000,000,000
|
[***]
|
By:
[***]
|
(Signature) |
By:
[***]
|
(Signature) |
By:
[***]
|
(Signature) |
•
|
Includes an option for the global development of CDX-6114 for PKU, marking Codexis’ first partnership for an internally developed biotherapeutic product. Codexis receives an upfront payment of $14 million and potential milestones and royalties depending on product success
|
•
|
In addition, the partnership adds strategic access to the CodeEvolver
®
platform for the discovery of additional enzyme therapies for other metabolic disorders requiring drug therapy, as well as novel enzymes for use in medical nutrition and consumer care products
|
•
|
2018 clinical trial for PKU candidate boosts pipeline for Nestlé Health Science’s Vitaflo business
|
•
|
Partnership to leverage Codexis’ enzyme discovery platform to fuel therapeutic and nutritional innovation
|
1.
|
Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.
|
2.
|
Section 1.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:
|
a.
|
The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which the Bank or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.
|
b.
|
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.
|
6.
|
To induce the Bank to enter into this Amendment, Borrower hereby represents and warrants to the Bank as follows:
|
a.
|
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in
|
b.
|
Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
|
c.
|
The organizational documents of Borrower delivered to the Bank on the Effective Date, and updated pursuant to subsequent deliveries by the Borrower to the Bank, if any, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
|
d.
|
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;
|
e.
|
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration by Borrower with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and
|
f.
|
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and by general equitable principles.
|
7.
|
Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.
|
8.
|
This Amendment shall be deemed effective as of the Amendment Date upon the due execution and delivery to the Bank of this Amendment by each party hereto.
|
9.
|
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
|
1.
|
Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.
|
2.
|
Section 1.1 of the Loan Agreement is hereby amended by adding the following definition thereto in alphabetical order:
|
a.
|
The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which the Bank or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.
|
b.
|
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.
|
6.
|
To induce the Bank to enter into this Amendment, Borrower hereby represents and warrants to the Bank as follows:
|
a.
|
Immediately after giving effect to this Amendment (a) the representations and warranties contained in Article 5 of the Loan Agreement are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in
|
b.
|
Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
|
c.
|
The organizational documents of Borrower delivered to the Bank on the Closing Date, and updated pursuant to subsequent deliveries by the Borrower to the Bank, if any, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
|
d.
|
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;
|
e.
|
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration by Borrower with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and
|
f.
|
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and by general equitable principles.
|
7.
|
Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.
|
8.
|
This Amendment shall be deemed effective as of the Amendment Date upon the due execution and delivery to the Bank of this Amendment by each party hereto.
|
9.
|
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
|
|
|
2013
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest Expense
|
|
$
|
13
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
14
|
|
|
$
|
141
|
|
|
Total Fixed Charges
|
|
|
13
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14
|
|
|
141
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings (deficiency) available for fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pre-tax income(loss) from continuing operations
|
|
|
(41,390)
|
|
|
|
(19,327)
|
|
|
|
(7,919)
|
|
|
|
(8,598)
|
|
|
(23,239)
|
|
||||
|
add: Fixed Charges
|
|
|
13
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14
|
|
|
141
|
|
||||
|
Earnings(deficiency of earnings) available to cover fixed charges
|
|
$
|
(41,377)
|
|
|
|
$
|
(19,327)
|
|
|
|
$
|
(7,919)
|
|
|
|
$
|
(8,584)
|
|
|
$
|
(23,098)
|
|
Ratio of earnings to fixed charges (1)
|
|
|
N/A
|
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
(1)
|
Our earnings were inadequate to cover fixed charges for the years ended December 31, 2013 through December 31, 2017.
|
Name of Subsidiary
|
|
State or Jurisdiction in which Incorporated or Organized
|
Codexis Mayflower Holdings LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K 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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/John J. Nicols
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John J. Nicols
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Codexis, Inc.;
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2.
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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;
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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.
|
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/s/Gordon Sangster
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|
Gordon Sangster
|
|
Senior Vice President and Chief Financial Officer
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•
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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.
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/s/John J. Nicols
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|
John J. Nicols
|
|
President and Chief Executive Officer
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|
|
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/s/Gordon Sangster
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|
Gordon Sangster
|
|
Senior Vice President and Chief Financial Officer
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|