false
0001200375
0001200375
2024-02-13
2024-02-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2024
Codexis, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-34705 71-0872999
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 Penobscot Drive
Redwood City
,
CA
94063
(Address of Principal Executive Offices) (Zip Code)
(650)
421-8100
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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 (
see
General Instruction A.2. below):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Name of Each Exchange
Symbols(s) on Which Registered
Common Stock, par value $0.0001 per share CDXS The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 1.01 Entry into a Material Definitive Agreement.
On February 13, 2024, Codexis, Inc. (the "Company") entered into a loan and
security agreement (the "Loan Agreement") with Innovatus Life Sciences Lending
Fund I, LP, a Delaware limited partnership ("Innovatus") as collateral agent
and the Lenders listed on Schedule 1.1 thereto, pursuant to which Innovatus,
as a Lender, has agreed to make certain term loans to the Company in the
aggregate principal amount of up to $40.0 million (the "Term Loans"). Funding
of the first $30.0 million tranche was completed on February 13, 2024. The
Company will be eligible to draw on a second tranche of $10.0 million upon
achievement of certain milestones, including the achievement of certain
trailing twelve month net product revenue and certain ratio of Indebtedness
(as defined in the Loan Agreement) to its then Market Capitalization (as
defined in the Loan Agreement).
The Company is entitled to make interest-only payments for
thirty-six
months, or up to forty-eight months if certain conditions are met. The Term
Loans will mature on the 5th anniversary of the initial funding date, and will
bear interest at a floating rate of the sum of (a) the greater of (i) Primate
Rate (as defined in the Loan Agreement) and (ii) 7.50%, plus (b) 3.25%.
The Loan Agreement is secured by substantially all assets of the Company.
Proceeds will be used for working capital purposes and to fund Company's
general business requirements. The Loan Agreement contains customary
representations and warranties and covenants, subject to customary carve outs,
and includes financial covenants related to liquidity and net product revenue,
with the latter beginning with the period ending September 30, 2024.
In connection with the Term Loans, the Company is required to issue to
Innovatus a warrant (the "Warrants") to purchase an aggregate of 424,028
shares of the Company's common stock at an exercise price of $2.83 per share.
The Warrants may be exercised on a cashless basis, and are immediately
exercisable through the 10th anniversary of the initial funding date. The
number of shares of common stock for which each Warrant is exercisable and the
associated exercise price are subject to certain proportional adjustments as
set forth in such Warrant.
The descriptions of the Loan Agreement and the Warrants contained herein do
not purport to be complete and are qualified in their entirety by reference to
the complete text of the Loan Agreement which will be filed as an exhibit to
the Company's Annual Report on Form
10-K
for the year ended December 31, 2023, and the form of Warrant filed as Exhibit
4.1 attached hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form
8-K
regarding the Loan Agreement is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form
8-K
regarding the Warrants is incorporated by reference into this Item 3.02. The
issuance of shares of the Company's common stock underlying the Warrants will
be made in reliance on the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation
D thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
4.1 Form of Warrant to Purchase Common Stock for Codexis, Inc.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CODEXIS, INC.
Date: February 13, 2024 By: /s/ Sriram Ryali
Sriram Ryali
Chief Financial Officer
Exhibit 4.1
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "
ACT
"), OR THESECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS
5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
(I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN
OPINION OF COUNSEL,IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.
WARRANT TO PURCHASE STOCK
Company CODEXIS, INC.
Number of Shares 424,028
Type/Series of Stock Common Stock, par value $0.0001
per share of the Company ("
Common Stock
")
Warrant Price $2.83
per share
Issue Date February 13, 2024
Expiration Date February 13, 2034 (See also Section 5.1(b))
Credit Facility This Warrant to Purchase Stock ("
Warrant
") is issued in connection with that certain Loan and Security Agreement
of even date herewith among Innovatus Life Sciences Lending Fund I, LP, as
Lender and CollateralAgent, the Lenders from time to time party thereto, and
the Company (as modified, amended and/or restated from time to time, the "
Loan Agreement
").
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, INNOVATUS
LIFE SCIENCES LENDING FUND I, LP("Innovatus"), a Delaware limited partnership
with an office located at 777 Third Avenue, 25
th
Floor, New York, NY 10017 (together with any successor or permitted assignee
or transfereeof this Warrant or of any shares issued upon exercise hereof, "
Holder
") is entitled to purchase the number of fully paid and
non-assessable
shares (the "
Shares
") of theabove-stated Type/Series of Stock (the "
Class
") of the above-named company (the "
Company
") at the above-stated Warrant Price, all as set forth above and as adjusted
pursuant to Section 2 of this Warrant,subject to the provisions and upon the
terms and conditions set forth in this Warrant.
SECTION 1.
EXERCISE
.
1.1
Method of Exercise
. Holder may at any time and from time to time exercise this Warrant, in whole
or in part, by delivering to theCompany the original of this Warrant together
with a duly executed Notice of Exercise in substantially the form attached
hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to
a cashless exercise set forth inSection 1.2, a check, wire transfer of
same-day
funds (to an account designated by the Company), or other form of payment
acceptable to the Company for the aggregate Warrant Price for the Shares
beingpurchased.
1.2
Cashless Exercise
. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant
Price in the manneras specified in Section 1.1 above, but otherwise in
accordance with the requirements of Section 1.1, Holder may elect to receive
Shares equal to the value of this Warrant, or portion hereof as to which this
Warrant is being exercised.Thereupon, the Company shall issue to the Holder
such number of fully paid and
non-assessable
Shares as are computed using the following formula:
X =
Y(A-B)/A
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where:
X = the number of Shares to be issued to the Holder;
Y = the number of Shares with respect to which this Warrant is being exercised (inclusive
of the Shares surrenderedto the Company in payment of the aggregate Warrant Price);
A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
B = the Warrant Price.
1.3
Fair Market Value
. If the Common Stock is then traded or quoted on a nationally recognized
securities exchange, inter-dealerquotation system or
over-the-counter
market (a "
Trading Market
"), the fair market value of a Share shall be the closing price of a share of
Common Stockreported for the Business Day immediately before the date on which
Holder delivers this Warrant together with its Notice of Exercise to the
Company. If the Common Stock is not traded or quoted on a Trading Market, the
Board of Directors of theCompany shall determine the fair market value of a
Share in its reasonable good faith judgment.
1.4
Delivery of Certificate and NewWarrant
. Promptly after Holder exercises this Warrant in the manner set forth in
Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate
(via an electronic shares program, if applicable) representing the Shares
issued toHolder upon such exercise and, if this Warrant has not been fully
exercised and has not expired, a new warrant of like tenor representing the
Shares not so acquired.
1.5
Replacement of Warrant
. On receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilationof this Warrant and, in the case of loss,
theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form, substance and amount to the Company or, in the case of
mutilation, on surrender of this Warrant to the Company forcancellation, the
Company shall, within a reasonable time, execute and deliver to Holder, in
lieu of this Warrant, a new warrant of like tenor and amount.
1.6
Treatment of Warrant Upon Acquisition of Company
.
(a)
Acquisition
. For the purpose of this Warrant, "
Acquisition
" means any transaction or series of relatedtransactions involving: (i) the
sale, lease, exclusive license or other disposition of all or substantially
all of the assets of the Company; (ii) any merger or consolidation of the
Company into or with another person or entity (other thana merger or
consolidation effected exclusively to change the Company's domicile), or any
other corporate reorganization, in which the stockholders of the Company in
their capacity as such immediately prior to such merger, consolidation
orreorganization, own less than a majority of the Company's (or the surviving
or successor entity's) outstanding voting power immediately after such merger,
consolidation or reorganization; or (iii) any sale or other transfer by
thestockholders of the Company of shares representing a majority of the
Company's then-total outstanding combined voting power.
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(b)
Treatment of Warrant at Acquisition
. In the event of an Acquisition in which theconsideration to be received by
the Company's stockholders consists solely of cash, solely of Marketable
Securities or a combination of cash and Marketable Securities (a "
Cash/Public Acquisition
"), either (i) Holder shallexercise this Warrant pursuant to Section 1.1
and/or 1.2 and such exercise will be deemed effective immediately prior to and
contingent upon the consummation of such Acquisition or (ii) if Holder elects
not to exercise the Warrant, thisWarrant will expire immediately prior to the
consummation of such Acquisition. For the avoidance of doubt, "Acquisition"
shall exclude any sale and issuance by the Company of shares of its capital
stock, or securities or instrumentsexercisable for or convertible into or
otherwise representing the right to acquire shares of capital stock, to one or
more investors in a transaction or series of related transactions the primary
purpose of which is a bona fide equity financing ofthe Company.
(c) The Company shall provide Holder with written notice of its request
relating to the Cash/Public Acquisition (togetherwith such reasonable
information as Holder may reasonably require regarding the treatment of this
Warrant in connection with such contemplated Cash/Public Acquisition giving
rise to such notice), which is to be delivered to Holder not less thanseven
(7) Business Days prior to the closing of the proposed Cash/Public
Acquisition. Notwithstanding the foregoing, if, immediately prior to the
Cash/Public Acquisition, the fair market value of one Share (or other security
issuable upon theexercise hereof) as determined in accordance with Section 1.3
above would be greater than the Warrant Price in effect on such date, then
this Warrant shall automatically be deemed on and as of such date to be
exercised pursuant toSection 1.2 above as to all Shares (or such other
securities) for which it shall not previously have been exercised, and the
Company shall promptly notify the Holder of the number of Shares (or such
other securities) issued upon such exerciseto the Holder.
(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition
defined above, the acquiring, surviving orsuccessor entity shall assume the
obligations of this Warrant, and this Warrant shall thereafter be exercisable
for the same securities and/or other property as would have been paid for the
Shares issuable upon exercise of the unexercised portion ofthis Warrant as if
such Shares were outstanding on and as of the closing of such Acquisition,
subject to further adjustment from time to time in accordance with the
provisions of this Warrant.
(e) As used in this Warrant, "
Marketable Securities
" means securities meeting all of the following requirements:(i) the issuer
thereof is then subject to the reporting requirements of Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the "
Exchange Act
"), and is then current in its filing of allrequired reports and other
information under the Act and the Exchange Act; (ii) the class and series of
shares or other security of the issuer that would be received by Holder in
connection with the Acquisition were Holder to exercise thisWarrant on or
prior to the closing thereof is then traded in Trading Market; and (iii)
Holder would be able to publicly
re-sell,
within six (6) months following the closing of such Acquisition, allof the
issuer's shares and/or other securities that would be received by Holder in
such Acquisition were Holder to exercise this Warrant in full on or prior to
the closing of such Acquisition.
SECTION 2.
ADJUSTMENTS TO THE SHARES AND WARRANT PRICE
.
2.1
Stock Dividends, Splits, Etc
. If the Company declares or pays a dividend or distribution on the
outstanding shares of theClass payable in common stock or other securities or
property (other than cash), then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without additional cost to Holder, the total
number and kind of securities andproperty which Holder would have received had
Holder owned the Shares of record as of the date the dividend or distribution
occurred. If the Company subdivides the outstanding shares of the Class by
reclassification or otherwise into a greaternumber of shares, the number of
Shares purchasable hereunder shall be proportionately increased and the
Warrant Price shall be proportionately decreased. If the outstanding shares of
the Class are combined or consolidated, by reclassificationor otherwise, into
a lesser number of shares, the Warrant Price shall be proportionately
increased and the number of Shares shall be proportionately decreased.
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2.2
Reclassification, Exchange, Combinations or Substitution
. Upon any event wherebyall of the outstanding shares of the Class are
reclassified, exchanged, combined, substituted, or replaced for, into, with or
by Company securities of a different class and/or series, then from and after
the consummation of such event, thisWarrant will be exercisable for the
number, class and series of Company securities that Holder would have received
had the Shares been outstanding on and as of the consummation of such event,
and subject to further adjustment thereafter from time totime in accordance
with the provisions of this Warrant. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, exchanges, combinations
substitutions, replacements or other similar events.
2.3
No Fractional Share
. No fractional Share shall be issuable upon exercise of this Warrant and the
number of Shares to be issuedshall be rounded down to the nearest whole Share.
If a fractional Share interest arises upon any exercise of the Warrant, the
Company shall eliminate such fractional Share interest by paying Holder in
cash the amount computed by multiplying thefractional interest by (a) the fair
market value (as determined in accordance with Section 1.3 above) of a full
Share, less (b) the then-effective Warrant Price.
2.4
Notice/Certificate as to Adjustments
. Upon each adjustment of the Warrant Price, Class and/or number of Shares,
the Company,at the Company's expense, shall notify Holder in writing within a
reasonable time setting forth the adjustments to the Warrant Price, Class
and/or number of Shares and facts upon which such adjustment is based. The
Company shall, uponwritten request from Holder, furnish Holder with a
certificate of its Chief Financial Officer, including computations of such
adjustment and the Warrant Price, Class and number of Shares in effect upon
the date of such adjustment.
SECTION 3.
REPRESENTATIONS AND COVENANTS OF THE COMPANY
.
3.1
Representations and Warranties
. The Company represents and warrants to, and agrees with, the Holder as
follows:
(a) All Shares which may be issued upon the exercise of this Warrant, and all
securities, if any, issuable upon conversion of the Shares,shall, upon
issuance, be duly authorized, validly issued, fully paid and
non-assessable,
and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicablefederal and state securities laws. The
Company covenants that it shall at all times cause to be reserved and kept
available out of its authorized and unissued capital stock such number of
shares of the Class as will be sufficient to permit theexercise in full of
this Warrant.
3.2
Notice of Certain Events
. If the Company proposes at any time to:
(a) declare any dividend or distribution upon the outstanding shares of the
Class, whether in cash, property, stock, or other securities andwhether or not
a regular cash dividend;
(b) offer for subscription or sale pro rata to the holders of the outstanding
shares of theClass any additional shares of any class or series of the
Company's stock (other than pursuant to contractual
pre-emptive
rights);
(c) effect any reclassification, exchange, combination, substitution,
reorganization or recapitalization of the outstanding shares of theClass; or
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(d) effect an Acquisition or to liquidate, dissolve or wind up.
then, in connection with each such event, the Company shall give Holder:
(1) at least seven (7) Business Days prior written notice of the date on which
a record will be taken for such dividend,distribution, or subscription rights
(and specifying the date on which the holders of outstanding shares of the
Class will be entitled thereto) or for determining rights to vote, if any, in
respect of the matters referred to in (a) and (b)above; and
(2) in the case of the matters referred to in (c) and (d) above at least seven
(7) Business Daysprior written notice of the date when the same will take
place (and specifying the date on which the holders of outstanding shares of
the Class will be entitled to exchange their shares for the securities or
other property deliverable upon theoccurrence of such event).
Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be
exercised pursuant to Section 1.2hereof if the Company does not give written
notice to Holder of a Cash/Public Acquisition as required by the terms hereof.
Company will also provide information requested by Holder that is reasonably
necessary to enable Holder to comply withHolder's accounting or reporting
requirements.
3.3
Registration Rights
. In the event that the Company files a resaleregistration statement at any
time after the Issue Date, the Company will use reasonable efforts to include
the securities to be acquired upon exercise of this Warrant in such resale
registration statement.
SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.
The Holder represents and warrants to the Company as follows:
4.1
Purchase for Own Account
. This Warrant and the securities to be acquired upon exercise of this Warrant
by Holder are being acquiredfor investment for Holder's account, not as a
nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has not been
formed for the specific purpose of acquiringthis Warrant or the Shares.
4.2
Disclosure of Information
. Holder is aware of the Company's business affairs and financialcondition and
has received or has had full access to all the information it considers
necessary or appropriate to make an informed investment decision with respect
to the acquisition of this Warrant and its underlying securities. Holder
further hashad an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of this Warrant and
its underlying securities and to obtain additional information (to the extent
the Company possessed suchinformation or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to Holder or
to which Holder has access.
4.3
Investment Experience
. Holder understands that the purchase of this Warrant and its underlying
securities involves substantialrisk. Holder has experience as an investor in
securities of companies in the development stage and acknowledges that Holder
can bear the economic risk of such Holder's investment in this Warrant and its
underlying securities and has suchknowledge and experience in financial or
business matters that Holder is capable of evaluating the merits and risks of
its investment in this Warrant and its underlying securities and/or has a
preexisting personal or business relationship with theCompany and certain of
its officers, directors or controlling persons of a nature and duration that
enables Holder to be aware of the character, business acumen and financial
circumstances of such persons.
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4.4
Accredited Investor Status
. Holder is an "accredited investor" withinthe meaning of Regulation D
promulgated under the Act.
4.5
The Act
. Holder understands that this Warrant and the Shares issuableupon exercise
hereof have not been registered under the Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of the Holder's investment intent as expressed herein.
Holderunderstands that this Warrant and the Shares issued upon any exercise
hereof must be held indefinitely unless subsequently registered under the Act
and qualified under applicable state securities laws, or unless exemption from
such registration andqualification are otherwise available. Holder is aware of
the provisions of Rule 144 promulgated under the Act.
4.6
No VotingRights
. Holder, as a Holder of this Warrant, will not have any voting rights until
the exercise of this Warrant.
SECTION 5.
MISCELLANEOUS
.
5.1
Term and Automatic Conversion Upon Expiration
.
(a)
Term
. Subject to the provisions of Section 1.6 above, this Warrant is exercisable
in whole or in part at any time and from timeto time on or before 6:00 P.M.,
Eastern time, on the Expiration Date and shall be void thereafter.
(b)
Automatic Cashless Exerciseupon Expiration
. In the event that, upon the Expiration Date, the fair market value of one
Share (or other security issuable upon the exercise hereof) as determined in
accordance with Section 1.3 above is greater than the Warrant Price ineffect
on such date, then this Warrant shall automatically be deemed on and as of
such date to be exercised pursuant to Section 1.2 above as to all Shares (or
such other securities) for which it shall not previously have been exercised,
and theCompany shall, within a reasonable time, deliver a certificate (via an
electronic shares program, if applicable) representing the Shares (or such
other securities) issued upon such exercise to Holder.
5.2
Legends
. The Shares (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) shall be imprintedwith a legend in
substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "
ACT
"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT
CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO INNOVATUS LIFE
SCIENCES LENDING FUND I, LPDATED FEBRUARY 13, 2024, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID
ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THEISSUER, THAT SUCH OFFER, SALE, PLEDGE OR OTHER
TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
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5.3
Compliance with Securities Laws on Transfer
. This Warrant and the Shares issuableupon exercise of this Warrant (and the
securities issuable, directly or indirectly, upon conversion of the Shares, if
any) may not be transferred or assigned in whole or in part except in
compliance with applicable federal and state securities lawsby the transferor
and the transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company, as reasonably requested by the Company). The Company shall not
requireHolder to provide an opinion of counsel if the transfer is to an
affiliate of Holder. Additionally, the Company shall also not require an
opinion of counsel if there is no material question as to the availability of
Rule 144 promulgated under theAct.
5.4
Transfer Procedure
. Subject to the provisions of Section 5.3 and upon providing the Company with
written notice,Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the securities issuable directly or
indirectly, upon conversion of the Shares, if any) to any transferee,
provided
,
however
, inconnection with any such transfer, Holder will give the Company notice of
the portion of the Warrant being transferred with the name, address and
taxpayer identification number of the transferee and Holder will surrender
this Warrant to the Companyfor reissuance to the transferee(s) (and Holder if
applicable); and
provided
further
, that any subsequent transferee shall agree in writing with the Company to be
bound by all of the terms and conditions of this Warrant.
5.5
Notices
. All notices and other communications hereunder from the Company to the
Holder, or vice versa, shall be deemed deliveredand effective (i) when given
personally, (ii) on the third (3
rd
) Business Day after being mailed by first-class registered or certified mail,
postage prepaid, (iii) upon actualreceipt if given by facsimile or electronic
mail and such receipt is confirmed in writing by the recipient, or (iv) on the
first Business Day following delivery to a reliable overnight courier service,
courier fee prepaid, in any case at suchaddress as may have been furnished to
the Company or Holder, as the case may be, in writing by the Company or such
Holder from time to time in accordance with the provisions of this Section
5.5. All notices to Holder shall be addressed asfollows until the Company
receives notice of a change of address in connection with a transfer or
otherwise:
INNOVATUS LIFE SCIENCESLENDING FUND I, LP
777 Third Avenue, 25th Floor
New York, NY 10017
Attention:Claes Ekstrom
Email:
cekstrom@innovatuscp.com
Notice to the Company shall be addressed as follows until Holder receives
notice of a change in address:
CODEXIS, INC.
200 PenobscotDrive
Redwood City, CA 94063
Attn: Chief Financial Officer
Email:
sri.ryali@codexis.com
With a copy (which shall not constitute notice) to:
Sidley Austin LLP
1001 PageMill Road, Building 1
Palo Alto, CA 94304
Attn: Cynthia Bai
Email:
cbai@sidley.com
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5.6
Waiver
. This Warrant and any term hereof may be changed, waived, discharged
orterminated (either generally or in a particular instance and either
retroactively or prospectively) only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought.
5.7
Attorneys' Fees
. In the event of any dispute between the parties concerning the terms and
provisions of this Warrant, theparty prevailing in such dispute shall be
entitled to collect from the other party all costs incurred in such dispute,
including reasonable attorneys' fees.
5.8
Counterparts; Facsimile/Electronic Signatures
. This Warrant may be executed in counterparts, all of which together shall
constituteone and the same agreement. Any signature page delivered
electronically or by facsimile shall be binding to the same extent as an
original signature page with regards to any agreement subject to the terms
hereof or any amendment thereto.
5.9
Governing Law
. This Warrant shall be governed by and construed in accordance with the laws
of the State of New York, without givingeffect to its principles regarding
conflicts of law.
5.10
Headings
. The headings in this Warrant are for purposes of referenceonly and shall not
limit or otherwise affect the meaning of any provision of this Warrant.
5.11
Business Days
. "
BusinessDay
" is any day that is not a Saturday, Sunday or a day on which banks in New
York, New York are closed.
[Signature pagefollows]
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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to
be executed bytheir duly authorized representatives effective as of the Issue
Date written above.
"COMPANY"
CODEXIS, INC.
By:
Name:
(Print)
Title:
"HOLDER"
INNOVATUS LIFE SCIENCES LENDING FUND I, LP
By:
Name:
(Print)
Title:
9
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APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned Holder hereby exercises its right purchase ___________
shares of the Common Stock of CODEXIS, INC. (the"
Company
") in accordance with the attached Warrant To Purchase Stock, and tenders
payment of the aggregate Warrant Price for such shares as follows:
[] check in the amount of $________ payable to order of the Company enclosed herewith
[] Wire transfer of immediately available funds to the Company's account
[] Cashless Exercise pursuant to Section 1.2 of the Warrant
[] Other [Describe] __________________________________________
2. Please issue a certificate or certificates representing the Shares in the
name specified below:
Holder's Name
(Address)
3. By its execution below and for the benefit of the Company, Holder hereby
restates each of therepresentations and warranties in Section 4 of the Warrant
to Purchase Stock as of the date hereof.
HOLDER:
By:_________________________
Name:________________________
Title:_________________________
(Date):_______________________
Schedule 1
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