x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
71-0872999
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
200 Penobscot Drive, Redwood City, California
|
|
94063
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.0001 per share
|
CDXS
|
The Nasdaq Global Select Market
|
|
PAGE
NUMBER
|
|
|
||
PART I. FINANCIAL INFORMATION
|
||
|
|
|
ITEM 1:
|
|
|
|
||
|
||
|
||
|
||
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
|
|
|
|
|
|
ITEM 1:
|
||
ITEM 1A:
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
ITEM 5:
|
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ITEM 6:
|
||
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
47,322
|
|
|
$
|
53,039
|
|
Accounts receivable, net of allowances of $34 at March 31, 2019 and December 31, 2018
|
12,604
|
|
|
11,551
|
|
||
Unbilled receivables, current
|
1,923
|
|
|
1,916
|
|
||
Inventories
|
633
|
|
|
589
|
|
||
Prepaid expenses and other current assets
|
1,232
|
|
|
1,068
|
|
||
Contract assets
|
—
|
|
|
35
|
|
||
Total current assets
|
63,714
|
|
|
68,198
|
|
||
Restricted cash
|
1,785
|
|
|
1,446
|
|
||
Equity securities
|
484
|
|
|
588
|
|
||
Right-of-use assets - Operating leases, net
|
25,913
|
|
|
—
|
|
||
Right-of-use assets - Finance leases, net
|
438
|
|
|
—
|
|
||
Property and equipment, net
|
4,535
|
|
|
4,759
|
|
||
Goodwill
|
3,241
|
|
|
3,241
|
|
||
Other non-current assets
|
1,013
|
|
|
1,051
|
|
||
Total assets
|
$
|
101,123
|
|
|
$
|
79,283
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,180
|
|
|
$
|
3,050
|
|
Accrued compensation
|
6,469
|
|
|
5,272
|
|
||
Other accrued liabilities
|
7,127
|
|
|
4,855
|
|
||
Current portion of lease obligations - Operating leases
|
1,091
|
|
|
—
|
|
||
Current portion of lease obligations - Finance leases
|
233
|
|
|
—
|
|
||
Deferred revenue
|
1,554
|
|
|
4,936
|
|
||
Total current liabilities
|
18,654
|
|
|
18,113
|
|
||
Deferred revenue, net of current portion
|
3,797
|
|
|
3,352
|
|
||
Long-term lease obligations - Operating leases
|
26,133
|
|
|
—
|
|
||
Long-term lease obligations - Finance leases
|
9
|
|
|
61
|
|
||
Lease incentive obligation, net of current portion
|
—
|
|
|
35
|
|
||
Other long-term liabilities
|
1,320
|
|
|
1,416
|
|
||
Total liabilities
|
49,913
|
|
|
22,977
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 11)
|
|
|
|
|
|
||
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; 54,541 shares and 54,065 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
|
5
|
|
|
5
|
|
||
Additional paid-in capital
|
386,815
|
|
|
386,775
|
|
||
Accumulated deficit
|
(335,610
|
)
|
|
(330,474
|
)
|
||
Total stockholders' equity
|
51,210
|
|
|
56,306
|
|
||
Total liabilities and stockholders' equity
|
$
|
101,123
|
|
|
$
|
79,283
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Product revenue
|
$
|
7,988
|
|
|
$
|
6,163
|
|
Research and development revenue
|
7,595
|
|
|
7,879
|
|
||
Total revenues
|
15,583
|
|
|
14,042
|
|
||
Costs and operating expenses:
|
|
|
|
||||
Cost of product revenue
|
4,391
|
|
|
3,825
|
|
||
Research and development
|
8,016
|
|
|
7,178
|
|
||
Selling, general and administrative
|
8,415
|
|
|
7,746
|
|
||
Total costs and operating expenses
|
20,822
|
|
|
18,749
|
|
||
Loss from operations
|
(5,239
|
)
|
|
(4,707
|
)
|
||
Interest income
|
231
|
|
|
71
|
|
||
Other expenses, net
|
(125
|
)
|
|
(60
|
)
|
||
Loss before income taxes
|
(5,133
|
)
|
|
(4,696
|
)
|
||
Provision for (benefit from) income taxes
|
3
|
|
|
(2
|
)
|
||
Net loss
|
$
|
(5,136
|
)
|
|
$
|
(4,694
|
)
|
|
|
|
|
||||
Net loss per share, basic and diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
Weighted average common stock shares used in computing net loss per share, basic and diluted
|
54,170
|
|
|
48,385
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(5,136
|
)
|
|
$
|
(4,694
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation
|
319
|
|
|
238
|
|
||
Amortization expense - right-of-use assets - operating and finance leases
|
759
|
|
|
—
|
|
||
Loss on disposal of property and equipment
|
—
|
|
|
1
|
|
||
Stock-based compensation
|
2,063
|
|
|
1,980
|
|
||
Unrealized loss (gain) on investment in equity securities
|
103
|
|
|
(26
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(1,053
|
)
|
|
3,603
|
|
||
Inventories
|
(44
|
)
|
|
(177
|
)
|
||
Prepaid expenses and other current assets
|
(163
|
)
|
|
(427
|
)
|
||
Contract assets
|
35
|
|
|
—
|
|
||
Unbilled receivables
|
(7
|
)
|
|
287
|
|
||
Other non-current assets
|
38
|
|
|
—
|
|
||
Accounts payable
|
(999
|
)
|
|
(975
|
)
|
||
Accrued compensation
|
1,196
|
|
|
1,381
|
|
||
Other accrued liabilities
|
3,591
|
|
|
705
|
|
||
Other long term liabilities
|
(616
|
)
|
|
(210
|
)
|
||
Deferred revenue
|
(2,937
|
)
|
|
(5,871
|
)
|
||
Net cash used in operating activities
|
(2,851
|
)
|
|
(4,185
|
)
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(445
|
)
|
|
(16
|
)
|
||
Net cash used in investing activities
|
(445
|
)
|
|
(16
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from exercises of stock options
|
776
|
|
|
434
|
|
||
Payments of lease obligations - Finance leases
|
(59
|
)
|
|
(58
|
)
|
||
Taxes paid related to net share settlement of equity awards
|
(2,799
|
)
|
|
(3,140
|
)
|
||
Net cash used in financing activities
|
(2,082
|
)
|
|
(2,764
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(5,378
|
)
|
|
(6,965
|
)
|
||
Cash, cash equivalents and restricted cash at the beginning of the period
|
54,485
|
|
|
32,776
|
|
||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
49,107
|
|
|
$
|
25,811
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Interest paid
|
$
|
22
|
|
|
$
|
22
|
|
Income taxes paid
|
$
|
—
|
|
|
$
|
5
|
|
Purchase of property and equipment recorded in accounts payable and accrued expenses
|
$
|
142
|
|
|
$
|
15
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
47,322
|
|
|
$
|
24,300
|
|
Restricted cash included in non-current assets
|
1,785
|
|
|
1,511
|
|
||
Total cash, cash equivalents and restricted cash at the end of the period
|
$
|
49,107
|
|
|
$
|
25,811
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||
(in thousands)
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
||||||||||||
Major products and service:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product Revenue
|
$
|
7,988
|
|
|
$
|
—
|
|
|
$
|
7,988
|
|
|
$
|
6,163
|
|
|
$
|
—
|
|
|
$
|
6,163
|
|
Research and development revenue
|
2,099
|
|
|
5,496
|
|
|
7,595
|
|
|
4,566
|
|
|
3,313
|
|
|
7,879
|
|
||||||
Total revenues
|
$
|
10,087
|
|
|
$
|
5,496
|
|
|
$
|
15,583
|
|
|
$
|
10,729
|
|
|
$
|
3,313
|
|
|
$
|
14,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Americas
|
$
|
2,838
|
|
|
$
|
—
|
|
|
$
|
2,838
|
|
|
$
|
3,597
|
|
|
$
|
—
|
|
|
$
|
3,597
|
|
EMEA
|
2,230
|
|
|
5,496
|
|
|
7,726
|
|
|
1,679
|
|
|
3,313
|
|
|
4,992
|
|
||||||
APAC
|
5,019
|
|
|
—
|
|
|
5,019
|
|
|
5,453
|
|
|
—
|
|
|
5,453
|
|
||||||
Total revenues
|
$
|
10,087
|
|
|
$
|
5,496
|
|
|
$
|
15,583
|
|
|
$
|
10,729
|
|
|
$
|
3,313
|
|
|
$
|
14,042
|
|
|
January 1, 2019 balance
|
|
Additions
|
|
Deductions
(1)
|
|
March 31, 2019 balance
|
||||||
Contract Assets
|
$
|
35
|
|
|
1,813
|
|
|
(1,848
|
)
|
|
$
|
—
|
|
Unbilled receivables, current
|
$
|
1,916
|
|
|
423
|
|
|
(416
|
)
|
|
$
|
1,923
|
|
Unbilled receivables, non-current
|
$
|
786
|
|
|
—
|
|
|
—
|
|
|
$
|
786
|
|
Contract Costs
|
$
|
42
|
|
|
—
|
|
|
(28
|
)
|
|
$
|
14
|
|
Contract Liabilities: Deferred Revenue
|
$
|
8,288
|
|
|
1,386
|
|
|
(4,323
|
)
|
|
$
|
5,351
|
|
Revenue recognized in the period from:
|
Three months ended March 31, 2019
|
||
Amounts included in contract liabilities at the beginning of the period:
|
|
||
Performance obligations satisfied
|
$
|
2,385
|
|
Changes in the period:
|
|
||
Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods
|
136
|
|
|
Performance obligations satisfied from new activities in the period - contract revenue
|
13,062
|
|
|
Total revenue
|
$
|
15,583
|
|
(in thousands)
|
2019
|
|
2020
|
|
2021 and Thereafter
|
|
Total
|
||||||||
Product Revenue
|
$
|
—
|
|
|
$
|
2,409
|
|
|
$
|
1,623
|
|
|
$
|
4,032
|
|
Research and development revenue
|
1,319
|
|
|
—
|
|
|
—
|
|
|
1,319
|
|
||||
Total
|
$
|
1,319
|
|
|
$
|
2,409
|
|
|
$
|
1,623
|
|
|
$
|
5,351
|
|
|
Three months ended March 31,
|
||||
|
2019
|
|
2018
|
||
Shares of common stock issuable pursuant to equity awards outstanding under the Equity Incentive Plan
|
6,750
|
|
|
7,530
|
|
|
March 31, 2019
|
||||||||||||||
|
Adjusted Cost
|
|
Gross Unrealized
Gains (3) |
|
Gross Unrealized
Losses (3) |
|
Estimated
Fair Value |
||||||||
Money market funds
(1)
|
$
|
28,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,001
|
|
Common shares of CO
2
Solutions
(2)
|
563
|
|
|
—
|
|
|
(79
|
)
|
|
484
|
|
||||
Total
|
$
|
28,564
|
|
|
$
|
—
|
|
|
$
|
(79
|
)
|
|
$
|
28,485
|
|
|
December 31, 2018
|
||||||||||||||
|
Adjusted Cost
|
|
Gross Unrealized
Gains (3) |
|
Gross Unrealized
Losses (3) |
|
Estimated
Fair Value |
||||||||
Money market funds
(1)
|
$
|
31,225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,225
|
|
Common shares of CO
2
Solutions
(2)
|
563
|
|
|
25
|
|
|
—
|
|
|
588
|
|
||||
Total
|
$
|
31,788
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
31,813
|
|
|
March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
28,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,001
|
|
Common shares of CO
2
Solutions
|
484
|
|
|
—
|
|
|
—
|
|
|
484
|
|
||||
Total
|
$
|
28,485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,485
|
|
|
December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market funds
|
$
|
31,225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,225
|
|
Common shares of CO
2
Solutions
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
||||
Total
|
$
|
31,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,813
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
58
|
|
|
$
|
165
|
|
Work-in-process
|
158
|
|
|
47
|
|
||
Finished goods
|
417
|
|
|
377
|
|
||
Inventories
|
$
|
633
|
|
|
$
|
589
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Laboratory equipment
(1)
|
$
|
21,464
|
|
|
$
|
21,328
|
|
Leasehold improvements
|
10,730
|
|
|
10,359
|
|
||
Computer equipment and software
|
3,663
|
|
|
3,954
|
|
||
Office equipment and furniture
|
1,442
|
|
|
1,272
|
|
||
Construction in progress
(2)
|
175
|
|
|
939
|
|
||
Property and equipment
|
37,474
|
|
|
37,852
|
|
||
Less: accumulated depreciation and amortization
|
(32,939
|
)
|
|
(33,093
|
)
|
||
Property and equipment, net
|
$
|
4,535
|
|
|
$
|
4,759
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accrued purchases
|
$
|
3,556
|
|
|
$
|
1,492
|
|
Accrued professional and outside service fees
|
3,318
|
|
|
2,020
|
|
||
Deferred rent
|
—
|
|
|
343
|
|
||
Lease incentive obligation
|
—
|
|
|
425
|
|
||
Other
|
253
|
|
|
575
|
|
||
Total
|
$
|
7,127
|
|
|
$
|
4,855
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Research and development
|
$
|
388
|
|
|
$
|
435
|
|
Selling, general and administrative
|
1,675
|
|
|
1,545
|
|
||
Total
|
$
|
2,063
|
|
|
$
|
1,980
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Expected term (in years)
|
5.6
|
|
|
5.6
|
|
||
Volatility
|
56
|
%
|
|
60
|
%
|
||
Risk-free interest rate
|
2.49
|
%
|
|
2.70
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Weighted-average estimated fair value of stock options granted
|
$
|
11.44
|
|
|
$
|
5.02
|
|
|
Operating leases
|
|
Finance Leases
|
||||
Right-of-use assets, balance at December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
Changes in the period:
|
|
|
|
||||
Right-of-use assets created upon adoption of ASC 842
|
26,617
|
|
|
493
|
|
||
Right-of-use assets, balance at January 1, 2019
|
$
|
26,617
|
|
|
$
|
493
|
|
|
|
|
|
||||
Lease obligations, balance at December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
Changes in the period:
|
|
|
|
||||
Lease obligations created upon adoption of ASC 842
|
27,562
|
|
|
302
|
|
||
Lease obligations, balance at January 1, 2019
|
$
|
27,562
|
|
|
$
|
302
|
|
|
Three months ended March 31, 2019
|
||
Lease costs
|
|
||
Finance lease cost:
|
|
|
|
Amortization of right-of-use assets
|
$
|
54
|
|
Interest on lease obligations
|
4
|
|
|
Operating lease cost
|
1,178
|
|
|
Sublease income
|
(211
|
)
|
|
Total lease cost
|
$
|
1,025
|
|
|
|
||
Other information
|
|
||
Weighted-average remaining lease term (in years):
|
|
||
Finance leases
|
1.0
|
|
|
Operating leases
|
8.3
|
|
|
|
|
||
Weighted-average discount rate:
|
|
||
Finance leases
|
5.0
|
%
|
|
Operating leases
|
6.6
|
%
|
|
|
|
||
Cash paid for amounts included in the measurement of lease obligations
|
|
|
|
Operating cash flows from operating leases
|
$
|
812
|
|
Operating cash flows from finance leases
|
$
|
4
|
|
Financing cash flows from finance leases
|
$
|
59
|
|
Years ending December 31,
|
Finance Leases
|
|
Operating Leases
|
||||
2019 (remaining 9 months)
|
$
|
189
|
|
|
$
|
2,469
|
|
2020
|
61
|
|
|
2,816
|
|
||
2021
|
—
|
|
|
4,197
|
|
||
2022
|
—
|
|
|
4,285
|
|
||
2023
|
—
|
|
|
4,589
|
|
||
2024 and thereafter
|
—
|
|
|
18,220
|
|
||
Total minimum lease payments
(1)
|
$
|
250
|
|
|
$
|
36,576
|
|
Less: imputed interest
|
(8
|
)
|
|
(9,352
|
)
|
||
Lease Obligations
|
$
|
242
|
|
|
$
|
27,224
|
|
Years ending December 31,
|
Capital Leases
|
|
Operating Leases
|
||||
2019
|
$
|
252
|
|
|
$
|
3,280
|
|
2020
|
61
|
|
|
712
|
|
||
2021
|
—
|
|
|
490
|
|
||
2022
|
—
|
|
|
41
|
|
||
2023
|
—
|
|
|
—
|
|
||
Total minimum lease payments
(1)
|
313
|
|
|
$
|
4,523
|
|
|
Less: amount representing interest
|
(10
|
)
|
|
|
|||
Present value of capital lease obligations
|
303
|
|
|
|
|||
Less: current portion
|
(242
|
)
|
|
|
|||
Long-term portion of capital leases
|
$
|
61
|
|
|
|
|
Other Commitment Agreement Type
|
|
Agreement Date
|
|
Future Minimum Payment
|
||
Manufacture and supply agreement with expected future payment date of December 2022
|
|
April 2016
|
|
$
|
1,310
|
|
Service agreement for clinical trial
|
|
December 2017
|
|
455
|
|
|
Total other commitments
|
|
|
|
$
|
1,765
|
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product revenue
|
|
$
|
7,988
|
|
|
$
|
—
|
|
|
$
|
7,988
|
|
|
$
|
6,163
|
|
|
$
|
—
|
|
|
$
|
6,163
|
|
Research and development revenue
|
|
2,099
|
|
|
5,496
|
|
|
7,595
|
|
|
4,566
|
|
|
3,313
|
|
|
7,879
|
|
||||||
Total revenues
|
|
10,087
|
|
|
5,496
|
|
|
15,583
|
|
|
10,729
|
|
|
3,313
|
|
|
14,042
|
|
||||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of product revenue
|
|
4,391
|
|
|
—
|
|
|
4,391
|
|
|
3,825
|
|
|
—
|
|
|
3,825
|
|
||||||
Research and development
(1)
|
|
4,442
|
|
|
3,317
|
|
|
7,759
|
|
|
5,066
|
|
|
1,932
|
|
|
6,998
|
|
||||||
Selling, general and administrative
|
|
2,101
|
|
|
517
|
|
|
2,618
|
|
|
2,096
|
|
|
146
|
|
|
2,242
|
|
||||||
Total segment costs and operating expenses
|
|
10,934
|
|
|
3,834
|
|
|
14,768
|
|
|
10,987
|
|
|
2,078
|
|
|
13,065
|
|
||||||
Income (loss) from operations
|
|
$
|
(847
|
)
|
|
$
|
1,662
|
|
|
$
|
815
|
|
|
$
|
(258
|
)
|
|
$
|
1,235
|
|
|
$
|
977
|
|
Corporate costs
(2)
|
|
|
|
|
|
(5,575
|
)
|
|
|
|
|
|
(5,435
|
)
|
||||||||||
Depreciation and amortization
|
|
|
|
|
|
(373
|
)
|
|
|
|
|
|
(238
|
)
|
||||||||||
Loss before income taxes
|
|
|
|
|
|
$
|
(5,133
|
)
|
|
|
|
|
|
$
|
(4,696
|
)
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
||||||||||||
Stock-based compensation
|
|
$
|
636
|
|
|
$
|
141
|
|
|
$
|
777
|
|
|
$
|
333
|
|
|
$
|
63
|
|
|
$
|
396
|
|
|
Percentage of Total Revenues
|
||
|
For the three months ended March 31,
|
||
|
2019
|
|
2018
|
Customer A
|
41%
|
|
48%
|
Customer B
|
35%
|
|
24%
|
Customer C
|
*
|
|
10%
|
Long-lived assets:
|
March 31, 2019
|
|
December 31, 2018
|
||||
United States
|
$
|
30,886
|
|
|
$
|
4,759
|
|
|
|
As of March 31, 2019 and December 31, 2018
|
||||||||||
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
||||||
Goodwill
|
|
$
|
2,463
|
|
|
$
|
778
|
|
|
$
|
3,241
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three months ended March 31,
|
|
Change
|
||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Product revenue
|
$
|
7,988
|
|
|
$
|
6,163
|
|
|
$
|
1,825
|
|
|
30%
|
Research and development revenue
|
7,595
|
|
|
7,879
|
|
|
(284
|
)
|
|
(4)%
|
|||
Total revenues
|
15,583
|
|
|
14,042
|
|
|
1,541
|
|
|
11%
|
|||
Costs and operating expenses:
|
|
|
|
|
|
|
|
||||||
Cost of product revenue
|
4,391
|
|
|
3,825
|
|
|
566
|
|
|
15%
|
|||
Research and development
|
8,016
|
|
|
7,178
|
|
|
838
|
|
|
12%
|
|||
Selling, general and administrative
|
8,415
|
|
|
7,746
|
|
|
669
|
|
|
9%
|
|||
Total costs and operating expenses
|
20,822
|
|
|
18,749
|
|
|
2,073
|
|
|
11%
|
|||
Loss from operations
|
(5,239
|
)
|
|
(4,707
|
)
|
|
(532
|
)
|
|
(11)%
|
|||
Interest income
|
231
|
|
|
71
|
|
|
160
|
|
|
225%
|
|||
Other expenses, net
|
(125
|
)
|
|
(60
|
)
|
|
(65
|
)
|
|
(108)%
|
|||
Loss before income taxes
|
(5,133
|
)
|
|
(4,696
|
)
|
|
(437
|
)
|
|
(9)%
|
|||
Provision for (benefit from) income taxes
|
3
|
|
|
(2
|
)
|
|
5
|
|
|
250%
|
|||
Net loss
|
$
|
(5,136
|
)
|
|
$
|
(4,694
|
)
|
|
$
|
(442
|
)
|
|
(9)%
|
•
|
Product revenue consist of sales of protein catalysts, pharmaceutical intermediates, and Codex
®
Biocatalyst Panels and Kits.
|
•
|
Research and development revenue include license, technology access and exclusivity fees, research services fees, milestone payments, royalties, optimization and screening fees.
|
|
Three months ended March 31,
|
|
Change
|
||||||||||
(In Thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Product revenue
|
$
|
7,988
|
|
|
$
|
6,163
|
|
|
$
|
1,825
|
|
|
30%
|
Research and development revenue
|
7,595
|
|
|
7,879
|
|
|
(284
|
)
|
|
(4)%
|
|||
Total revenues
|
$
|
15,583
|
|
|
$
|
14,042
|
|
|
$
|
1,541
|
|
|
11%
|
|
Three months ended March 31,
|
|
Change
|
||||||||||
(In Thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Cost of product revenue
|
$
|
4,391
|
|
|
$
|
3,825
|
|
|
$
|
566
|
|
|
15%
|
Research and development
|
8,016
|
|
|
7,178
|
|
|
838
|
|
|
12%
|
|||
Selling, general and administrative
|
8,415
|
|
|
7,746
|
|
|
669
|
|
|
9%
|
|||
Total costs and operating expenses
|
$
|
20,822
|
|
|
$
|
18,749
|
|
|
$
|
2,073
|
|
|
11%
|
|
Three months ended March 31,
|
|
Change
|
||||||||||
(In Thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Product revenue
|
$
|
7,988
|
|
|
$
|
6,163
|
|
|
$
|
1,825
|
|
|
30%
|
Cost of product revenue
|
4,391
|
|
|
3,825
|
|
|
566
|
|
|
15%
|
|||
Product gross profit
|
$
|
3,597
|
|
|
$
|
2,338
|
|
|
$
|
1,259
|
|
|
54%
|
Product gross margin (%)
|
45%
|
|
38%
|
|
|
|
|
|
Three months ended March 31,
|
|
Change
|
||||||||||
(In Thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
Interest income
|
$
|
231
|
|
|
$
|
71
|
|
|
$
|
160
|
|
|
225%
|
Other expense, net
|
(125
|
)
|
|
(60
|
)
|
|
65
|
|
|
108%
|
|||
Total other income (expense)
|
$
|
106
|
|
|
$
|
11
|
|
|
$
|
95
|
|
|
864%
|
|
Three months ended March 31,
|
|
Change
|
||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
||||||||||||||||||||||||||||||
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
|
Performance Enzymes
|
|
Novel Biotherapeutics
|
|
Total
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||||||||
Cost of product revenue
|
$
|
4,391
|
|
|
$
|
—
|
|
|
$
|
4,391
|
|
|
$
|
3,825
|
|
|
$
|
—
|
|
|
$
|
3,825
|
|
|
$
|
566
|
|
|
15
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Research and development
(1)
|
4,442
|
|
|
3,317
|
|
|
7,759
|
|
|
5,066
|
|
|
1,932
|
|
|
6,998
|
|
|
(624
|
)
|
|
(12
|
)%
|
|
1,385
|
|
|
72
|
%
|
||||||||
Selling, general and administrative
(1)
|
2,101
|
|
|
517
|
|
|
2,618
|
|
|
2,096
|
|
|
146
|
|
|
2,242
|
|
|
5
|
|
|
—
|
%
|
|
371
|
|
|
254
|
%
|
||||||||
Total segment costs and operating expenses
|
$
|
10,934
|
|
|
$
|
3,834
|
|
|
14,768
|
|
|
$
|
10,987
|
|
|
$
|
2,078
|
|
|
13,065
|
|
|
$
|
(53
|
)
|
|
—
|
%
|
|
$
|
1,756
|
|
|
85
|
%
|
||
Corporate costs
|
|
|
|
|
5,681
|
|
|
|
|
|
|
5,446
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation and amortization
|
|
|
|
|
373
|
|
|
|
|
|
|
238
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total costs and operating expenses
|
|
|
|
|
$
|
20,822
|
|
|
|
|
|
|
$
|
18,749
|
|
|
|
|
|
|
|
|
|
(In Thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
47,322
|
|
|
$
|
53,039
|
|
Working capital
|
$
|
45,060
|
|
|
$
|
50,085
|
|
|
Three months ended March 31,
|
||||||
(In Thousands)
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
$
|
(2,851
|
)
|
|
$
|
(4,185
|
)
|
Net cash used in investing activities
|
(445
|
)
|
|
(16
|
)
|
||
Net cash used in financing activities
|
(2,082
|
)
|
|
(2,764
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(5,378
|
)
|
|
$
|
(6,965
|
)
|
|
|
|
Payments due by period
|
||||||||||||||
(In Thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
>4 years
|
|||||||||
Finance lease obligations
|
|
$
|
250
|
|
|
$
|
240
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
Operating leases obligations
(1)
|
|
36,576
|
|
|
2,823
|
|
|
7,648
|
|
|
26,105
|
|
|||||
|
Total
|
|
$
|
36,826
|
|
|
$
|
3,063
|
|
|
$
|
7,658
|
|
|
$
|
26,105
|
|
Other Commitment Agreement Type
|
|
Agreement Date
|
|
Future Minimum Payment
|
||
Manufacture and supply agreement with expected future payment date of December 2022
|
|
April 2016
|
|
$
|
1,310
|
|
Service agreement for clinical trial
|
|
December 2017
|
|
455
|
|
|
Total other commitments
|
|
|
|
$
|
1,765
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
4.1
|
|
|
Reference is made to Exhibits 3.1 through 3.3.
|
|
|
|
|
10.1
|
|
†
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
†
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
101
|
|
|
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Unaudited Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018, (ii) Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018, (iii) Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2019 and 2018, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018, and (v) Notes to Unaudited Condensed Consolidated Financial Statements.
|
|
|
|
|
†
|
|
|
Portions of the exhibit, marked by brackets, have been omitted because the omitted information is (i) not material and (ii) would be competitively harmful if publicly disclosed.
|
|
|
|
|
|
|
Codexis, Inc.
|
|
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/ John J. Nicols
|
|
|
|
John J. Nicols
President and Chief Executive Officer
(principal executive officer)
|
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/ Gordon Sangster
|
|
|
|
Gordon Sangster
Chief Financial Officer
(principal financial and accounting officer)
|
1.
|
As of the Amendment No. 2 Effective Date, Section 1.33 of the Agreement is amended to read in its entirety as follows:
|
2.
|
As of the Amendment No. 2 Effective Date, Section 3.2.5 is added to the Agreement as follows:
|
3.
|
As of the Amendment No. 2 Effective Date, CODEXIS shall be entitled to issue the press release set forth in
Exhibit 3
.
|
4.
|
All other terms and conditions of the Agreement remain unchanged.
|
Codexis, Inc.
|
Merck Sharp and Dohme Corp.
|
By: /s/ John Nicols
|
By: /s/ Karen L. MacNaul
|
Name: John Nicols
|
Name: Karen L. MacNaul
Title: Executive Director, Business Development and Licensing-MRL
|
Title: President and CEO
|
On behalf of Joseph P. Miletic, M.D, PhD., SVP, Discovery Research, MRL
|
a)
|
a non-refundable, non-creditable payment of US$[***] within [***] ([***]) days after the completion of the Initial Technology Transfer and Installation; and
|
b)
|
a non-refundable, non-creditable payment of US$[***] within [***] ([***]) days after the 1
st
anniversary of the Amendment No. 2 Effective Date; and
|
c)
|
a non-refundable, non-creditable payment of US$[***] within [***] ([***]) days after completion of the Enhancements as under Section 2.1 and Section 2.2 of this Exhibit 3.2.5 but only in the event such Enhancements installed on or before [***] include [***]; and
|
d)
|
a non-refundable, non-creditable payment of US$[***] within [***] ([***]) days after the 2
nd
anniversary of the Amendment No. 2 Effective Date; and
|
e)
|
a non-refundable, non-creditable payment of US$[***] within [***] ([***]) days after completion of the Enhancements as under Section 2.1 and Section 2.2 of this Exhibit 3.2.5 but only in the event such Enhancements installed on or before [***] include [***]; and
|
1.
|
TECHNOLOGY TRANSFER AND INSTALLATION OF THE CODEXIS SOFTWARE
|
1.1
|
Initial Technology Transfer and Installation
. On or before [***], Codexis will provide to MERCK a one-time transfer and installation of the Codexis Software on a dedicated server at the MERCK Designated Lab. The transfer and installation shall be performed in approximately the same manner as the Codexis Software was installed on the dedicated server at the MERCK Designated Lab under the Technology Transfer Plan and the Party’s shall cooperate with each other in good faith to facilitate such transfer and installation. During the [***] day period starting with the date CODEXIS completes transfer and installation, MERCK shall have the right to conduct such functional testing of the Codexis Software as it may desire.
|
1.2
|
Acceptance
. The Amendment No. 2 initial technology transfer under Section 1.1 of this Amendment No. 2 and any subsequent installation of Enhancements under Section 2.1 of this Amendment No. 2 will be deemed complete upon the completion of the applicable Codexis Software installation at the MERCK Designated Lab. If the completion of the applicable Codexis Software installation at the MERCK Designated Lab does not occur by the installation date set forth in Section 1.1 or Section 2.1 of Amendment No. 2, and the delay in the completion of the Codexis Software installation at the MERCK Designated Lab is proximately caused [***], then the installation date set forth in Section 1.1 or Section 2.1 of Amendment No. 2 shall be extended by the period of time equal to [***] provided, however, in no event will the installation date set forth in Section 1.1 or Section 2.1 of Amendment No. 2 be extended pursuant to this Section 1.1 or Section 2.1 of Amendment No. 2 beyond [***] from the installation date set forth in Section 1.1 or Section 2.1 of Amendment No. 2 where any such extension is proximately caused [***]. If the installation date set forth in Section 1.1 or Section 2.2 of Amendment No. 2 is not achieved on or before [***] from the installation date set forth in Section 1.1 or Section 2.1 of Amendment No. 2 where such non-achievement is proximately caused [***], the applicable payment set forth in the PAYMENT section of this Exhibit 3.2.5 shall be paid to Codexis in the manner set forth in Exhibit 3.2.5. In the event either Party reasonably disputes whether or not the installation date set forth in Section 1.1 or Section 2.1 of Amendment No. 2, the Parties will submit such dispute for resolution in accordance with Article 13 of the Agreement.
|
2.
|
TECHNOLOGY TRANSFER AND INSTALLATION OF ENHANCEMENTS
|
2.1
|
Enhancements
. On or before [***] and each [***] thereafter during the Term, CODEXIS will provide to MERCK, if and when available, a one-time transfer and installation of any Enhancements that have (i) been implemented by CODEXIS in its own commercial business operations during the previous [***] and (ii) have been cleared by CODEXIS for release to MERCK and its other licensees in accordance with Section 5.5(a) of this Exhibit 3.2.5. The transfer and installation of the Enhancements shall be performed in approximately the same manner as the Codexis Software was installed on the dedicated server at the MERCK Designated Lab under the Technology Transfer Plan and the Party’s shall cooperate with each other in good faith to facilitate such transfer and installation.
|
2.2
|
Enhancements Requiring Payment
. If any Enhancement includes one or more new software program(s) which are not already installed at the Merck Designated Lab under the Agreement at the time of such installation and which installation would trigger a non-refundable, non-creditable payment of US$[***] to CODEXIS under the PAYMENT section, then CODEXIS shall, not later than [***] and each [***] thereafter during the Term, notify MERCK in writing of the new software program(s) to be offered in the Enhancement and provide MERCK reasonable information regarding the new software program(s) and their functions. MERCK shall have [***] calendar days from its receipt of CODEXIS’ written notice to notify CODEXIS that MERCK either accepts or rejects the installation of all or any of the new software programs. If MERCK notifies CODEXIS that MERCK accepts the installation of one or more new software program(s) offered by CODEXIS pursuant to such Enhancement, then CODEXIS will install such new software program(s) in accordance with Section 2.1 and CODEXIS will invoice MERCK for the non-refundable non-creditable payment of US$[***] under the PAYMENT section. If MERCK either notifies CODEXIS that MERCK rejects the installation of all new software program(s) pursuant to such Enhancement, or fails to provide a written notice to CODEXIS of MERCK’s election during such thirty (30) calendar day period, then CODEXIS will not install such new software program(s) in accordance with Section 2.1 and CODEXIS will not invoice MERCK for the non-refundable, non-creditable payment of US$[***] under the PAYMENT section. If two or more new software programs are offered by CODEXIS in an Enhancement, and MERCK accepts the installation of one or more such new software programs but MERCK also rejects the installation of one or more other such new software programs, the installation by CODEXIS of one or more new software programs accepted by MERCK will trigger the payment of the non-refundable non-creditable payment of US$[***] and [***]. If MERCK either notifies CODEXIS that MERCK rejects the installation of all new software program(s) pursuant to an Enhancement, or fails to provide a written notice to CODEXIS of MERCK’s election during such [***] calendar day period, then, if MERCK should desire to accept, in a subsequent Enhancement offering, the installation of one or more of the previously rejected new software program(s), then MERCK shall pay CODEXIS the non-refundable, non-creditable payment of US$[***] under the PAYMENT section for the installation of one or all of the previously rejected new software program(s) in addition to any US$[***] payment due as a result of any new software program(s) offered as part of the subsequent Enhancement Offering.
|
3.
|
CODEXIS SOFTWARE SUPPORT AND MAINTENANCE
|
3.1
|
Included Services
. With respect to the Codexis Software, CODEXIS shall provide to MERCK the Services, including (a) the Support Services and (b) the Maintenance Services, in each case as provided for in this Exhibit 3.2.5.
|
3.2
|
MERCK Support Liaisons
. MERCK may designate up to two (2) technical contacts (“
MERCK Support Liaisons
”) to request Support Services, Maintenance Services or Training Services. MERCK will notify CODEXIS if MERCK wishes to remove or add or change Support Liaisons or if a Support Liaison terminates employment with MERCK. MERCK initially designates the following persons as its Support Liaisons:
|
|
Name
|
Email
|
|
[***]
|
[***]
|
|
[***]
|
[
***
]
|
3.3
|
Codexis Project Manager
. The Codexis Project Manager shall be a single point of contact for reporting progress, delivering documentation, and resolving technical issues. CODEXIS may, upon written notice to MERCK, appoint one or more alternate Codexis Project Managers to receive requests from MERCK Support Liaisons for Services.
|
3.4
|
Project Managers
.
|
Party
|
Name
|
Email
|
CODEXIS
|
[***]
|
[***]
|
MERCK
|
[***]
|
[
***
]
|
4.
|
SUPPORT SERVICES
|
4.1
|
Hours of operation
. CODEXIS shall exercise commercially reasonable efforts to provide Support Services on those days that CODEXIS’ Redwood City, CA offices are open for business (generally Monday through Friday, Codexis scheduled holidays and closures excepted) and during CODEXIS’ normal business hours which are 9:00 AM to 4:00 PM Pacific time. MERCK recognizes that CODEXIS does not and is not required to maintain a support
|
4.2
|
Requests for Support Services
. All requests for Support Services shall be submitted by e-mail to the Codexis Project Manager. Requests for Support Services may be submitted by either the MERCK Project Manager or the MERCK Support Liaisons.
|
5.
|
MAINTENANCE SERVICES
|
5.1
|
Critical Errors
.
|
(a)
|
If MERCK discovers that the Codexis Software fails to function in accordance with the Documentation and that such failure is a Critical Error, the MERCK Support Liaison shall notify the Codexis Project Manager by e-mail or telephone of the Critical Error in question and provide CODEXIS (so far as MERCK is reasonably able) with a documented example of such Critical Error.
|
(b)
|
CODEXIS shall thereupon promptly use commercially reasonable efforts correct the Critical Error in accordance with the Standard of Care. Upon correcting the Critical Error, CODEXIS shall deliver to MERCK the correct version of the Object Code of the Codexis Software and appropriate amendments to the Documentation specifying the nature of the correction and providing instructions for the proper use of the corrected version of the Codexis Software. CODEXIS shall provide MERCK with reasonable technical assistance to enable MERCK to implement the use of the corrected version of the Codexis Software.
|
5.1
|
Non-Critical Errors
.
|
(a)
|
If MERCK discovers that the Codexis Software fails to function in accordance with the Documentation, or there is an issue with the Documentation, but such failure or issue is a Non-Critical Error, the MERCK Support Liaison shall notify the Codexis Project Manager by e-mail (only) of the Non-Critical Error in question and provide CODEXIS (so far as MERCK is reasonably able) with a documented example of such Non-Critical Error.
|
(b)
|
Upon receipt of MERCK’s notice of a Non-Critical Error, the Codexis Project Manager will log the issue. CODEXIS will then prioritize the Non-Critical Error for corrective action, and, if warranted, use commercially good faith efforts to address the issue in the next release or Update of the Codexis Software or Documentation.
|
(c)
|
CODEXIS makes no warranty that Non-Critical Errors will be corrected or resolved, and that Non-Critical Errors will be addressed according to any particular timetable. The resolution of Non-Critical Errors brought to its attention by MERCK will be addressed by CODEXIS in accordance with the Standard of Care.
|
5.2
|
Product maintenance services and support requirements
. CODEXIS shall also provide and/or perform the following Maintenance Services in support of the Codexis Software:
|
(a)
|
provide version control and release Documentation for the Codexis Software;
|
(b)
|
promptly provide MERCK with all releases that CODEXIS may release for the Codexis Software;
|
(c)
|
make any and all necessary and corresponding changes to any and all Codexis Software as required by any Maintenance Modification and/or enhancement to maintain its compliance with the Specifications, Documentation and warranties set out in the Agreement;
|
(d)
|
provide MERCK with technical support for all Call Tickets assigned to CODEXIS;
|
(e)
|
perform CODEXIS’ standard component, Product and system integration and test activities for the Product as necessary; and
|
(f)
|
provide appropriate quality control/quality assurance testing of the Codexis Software during the Term.
|
5.3
|
Updates
. CODEXIS shall deliver to MERCK any Updates which CODEXIS shall from time to time incorporate in its own business operations and MERCK shall have the option whether or not to use such Updates. CODEXIS shall deliver to MERCK the Object Code of the new Updates together with any amendments to the Documentation which shall be necessary to enable proper use of the improved facilities and functions of the Updates. If MERCK notifies CODEXIS of any failure of the new Updates to function in accordance with the Documentation then CODEXIS shall at its option either correct such Updates and re-issue it (as if it were a new Update).
|
5.4
|
Enhancements
.
|
(a)
|
MERCK recognizes that prior to releasing Enhancements to its licensees, including MERCK, CODEXIS will beta test such Enhancements in its own business operations to determine whether there are any issues associated with the Enhancements and obtain feedback from its own personnel utilizing the software. Following this period of beta testing, and once CODEXIS has determined in good faith that the Enhancements are ready for delivery to and installation by its licensees, including MERCK, as Enhancements, CODEXIS will provide the Enhancement to MERCK in accordance with the Standard of Care, with accompanying Documentation, as appropriate, at no additional charge and provide reasonable assistance to MERCK in MERCK’s installation and operation of the Enhancement. Upon delivery to MERCK, any such Enhancement will be considered “Codexis Software” for purposes of this Exhibit 3.2.5.
|
(b)
|
Notwithstanding anything contained in this Exhibit 3.2.5 to the contrary, MERCK shall be under no obligation to install any Enhancement made available by CODEXIS. However, MERCK recognizes that CODEXIS will only be able to provide Support Services and Maintenance Services for the then current version of the Codexis Software as being used by CODEXIS in its own business operations. CODEXIS will not be required to supply Support Services or Maintenance Services for older versions of the Codexis Software, including bug fixes and the correction of Errors.
|
1.
|
ADDITIONAL PROVISIONS
|
1.1
|
Cost of Services
. For each Contract Year during the Term of this Exhibit 3.2.5, the first [***] incurred by CODEXIS in the supplying the Services shall be [***]. For each Contract Year during the Term of this Exhibit 3.2.5, all man hours above the [***] incurred by CODEXIS in
|
1.2
|
Notice by MERCK to Codexis
. MERCK will provide to CODEXIS reasonable notice of all requests for Services.
|
1.3
|
Other Service Obligations in the Agreement
. This Exhibit 3.2.5 and the obligations of the Parties hereunder are in addition to and without prejudice to any other services obligations contained in the Agreement (without reference to Exhibit 3.2.5).
|
Jody Cain, 310-691-7100
|
Lea Studer, 402-366-1752
|
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 clause (i) of the definition of “Permitted Indebtedness” therein as follows:
|
3.
|
Limitation of Amendment.
|
a.
|
The amendment set forth above is 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.
|
4.
|
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 which case they are true and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing;
|
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.
|
5.
|
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.
|
6.
|
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 and the payment by Borrower to the Bank of fee due under Section 2.6(g) of the Loan Agreement as amended hereby.
|
7.
|
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.
|
8.
|
This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.
|
BORROWER:
|
|
|
|
|
|
CODEXIS, INC., A DELAWARE CORPORATION
|
|
|
|
|
|
|
|
|
By /Gordon Sangster/
|
|
|
Name: Gordon Sangster
|
|
|
Title: Senior Vice President and CFO
|
|
|
|
|
|
|
|
|
BANK:
|
|
|
|
|
|
WESTERN ALLIANCE BANK, AN ARIZONA CORPORATIO
N
|
|
|
|
|
|
|
|
|
By /Bill Wickline/
|
|
|
Name: Bill Wickline
|
|
|
Title: SVP, Director of Portfolio Management
|
|
|
Period from/to
|
|
Monthly Base Rent
|
February 1, 2022 – January 31, 2023
|
$53,193.54*
|
|
February 1, 2023 – January 31, 2024
|
$54,789.35
|
|
February 1, 2024 – January 31, 2025
|
$56,433.03
|
|
February 1, 2025 – January 31, 2026
|
$58,126.02
|
|
February 1, 2026 – January 31, 2027
|
$59,869.80
|
|
February 1, 2027 – January 31, 2028
|
$61,665.89
|
|
February 1, 2028 – May 31, 2029
|
$63,515.87
|
Period from/to
|
|
Monthly Base Rent
|
February 1, 2020 – January 31, 2021
|
$300,664.00*
|
|
February 1, 2021 – January 31, 2022
|
$309,683.92
|
|
February 1, 2022 – January 31, 2023
|
$318,974.44
|
|
February 1, 2023 – January 31, 2024
|
$328,543.67
|
|
February 1, 2024 – January 31, 2025
|
$338,399.98
|
|
February 1, 2025 – January 31, 2026
|
$348,551.98
|
|
February 1, 2026 – May 31, 2027
|
$359,008.54
|
TENANT:
|
CODEXIS, INC.,
a Delaware corporation
By: /s/ John J. Nicols
Print Name: John J. Nicols
Title: President and Chief Executive Officer
Date: February 4, 2019
By: /s/ Gordon Sangster
Print Name: Gordon Sangster
Title: Senior Vice President and CFO
Date: February 4, 2019
|
LANDLORD:
|
METROPOLITAN LIFE INSURANCE COMPANY
,
a New York corporation
By: MetLife Investment Advisors, LLC,
a Delaware limited liability company,
its investment manager
By: /s/ Leland Low
Print Name: Leland Low
Title: Director
Date: February 8, 2019
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Codexis, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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)
|
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
(principal executive officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q 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.
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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.
|
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
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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):
|
(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
|
Gordon Sangster
Senior Vice President and Chief Financial Officer
|
(principal financial and accounting 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
|
John J. Nicols
|
President and Chief Executive Officer
(principal executive officer)
|
|
/s/ Gordon Sangster
|
Gordon Sangster
Senior Vice President and Chief Financial Officer |
(principal financial and accounting officer)
|