EXPLANATORY NOTE
Codexis, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the
purpose of registering 1,000,000 shares of the Registrant’s Common Stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible persons under the Codexis, Inc. 2024 Inducement Plan (the “Plan”).
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to Plan participants as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are hereby
incorporated in this Registration Statement by reference (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):
1. The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023,
filed with the Commission on February 28, 2024 (the “Annual Report”);
2. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024,
filed with the Commission on May 2, 2024;
3. The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed
with the Commission on August 8, 2024;
4. The Registrant’s Current Reports on Form 8-K filed with the Commission on February
9, 2024, February
13, 2024, February
16, 2024, March
6, 2024, May
14, 2024, and June 13, 2024;
5. All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), since the end of the fiscal year covered by the Annual Report; and
6. The description of the Common Stock
contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on April 19,
2010, and any amendments or reports filed for the purposes of updating such description, including Exhibit 4.4 to the Annual Report.
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the
date of this Registration Statement (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission), prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of
such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.