As filed with the Securities and Exchange Commission on December 6, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CODEXIS, INC.
(Exact
name of registrant as specified in its charter)
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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 Number)
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200 Penobscot Drive
Redwood City, California 94063
(650)
421-8100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John Nicols
President
and Chief Executive Officer
Codexis, Inc.
200 Penobscot Drive
Redwood City, California 94063
(650)
421-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Patrick A. Pohlen, Esq.
Kathleen Wells, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650)
328-4600
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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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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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock
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(1)(2)(3)
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(1)(2)(3)
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(1)(2)(3)
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(4)
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Preferred Stock
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(1)(2)(3)
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(1)(2)(3)
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(1)(2)(3)
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(4)
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Debt Securities
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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Warrants
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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Purchase Contracts
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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Units
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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(1)
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Omitted pursuant to Form
S-3
General Instruction II.E.
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(2)
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An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may
from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into
Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities.
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(3)
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Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan
then in effect, if applicable under the terms of any such plan.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring
payment of the entire registration fee.
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