五星体育直播

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section听13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2017

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CODEXIS, INC.

(Exact name of registrant as specified in its charter)

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200 Penobscot Drive

Redwood City, California 94063

(Address of principal executive offices, including Zip Code)

Registrant聮s telephone number, including area code: (650) 421-8100

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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On April听7, 2017, 五星体育直播 (the 聯Company聰) entered into an underwriting agreement (the 聯Underwriting Agreement聰) with Jefferies LLC as representative (the 聯Representative聰) of the several underwriters named therein (collectively, the 聯Underwriters聰), pursuant to which the Company agreed to issue and sell 5,500,000 shares (the 聯Shares聰) of its common stock, par value $0.0001 per share (聯Common Stock聰), to the Underwriters (the 聯Offering聰). The Shares were sold at a public offering price of $4.00 per Share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters the right, for 30 days, to purchase up to 825,000 additional shares of Common Stock (the 聯Underwriters聮 Option聰). On April 7, 2017, the Underwriters exercised the Underwriters聮 Option to purchase 825,000 additional shares. The Company expects to receive net proceeds from the Offering, including the exercise of the Underwriters聮 Option, of approximately $23.3听million, after deducting the Underwriters聮 discounts and commissions and estimated offering expenses payable by the Company.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company聮s effective shelf registration statement on Form S-3 (Registration No.听333-215025).

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The Company and all of the Company聮s directors and executive officers also agreed not to sell or transfer any Common Stock held by them for 90 days after April听7, 2017 without first obtaining the written consent of the Representative on behalf of the Underwriters, subject to certain exceptions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Latham听& Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Forward-Looking Statements

The statements in this report related to the completion and size of the Offering are 聯forward-looking聰 statements. These forward-looking statements are based upon the Company聮s current expectations. Forward-looking statements involve risks and uncertainties. The Company聮s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to market conditions and the satisfaction of customary closing conditions related to the Offering. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all.

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(d)听Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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