Codexis Inc美股招股说明书(2026-07-23版)

Common Stock We are offeringshares of our common stock. Our common stock is listed on the Nasdaq Global Select Market underthe symbol “CDXS.” On July22, 2026, the last reported sale price of our common stock on the Nasdaq Global Select Marketwas $2.06 per share. Investing in our common stock involves a high degree of risk. Before making an investmentdecision, please read the information under the heading “Risk Factors” beginning on pageS-5 of thisprospectus supplement and in the documents incorporated by reference into this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense. (1)The underwriters will also be reimbursed for certain expenses incurred in the offering. See “Underwriting” for details. Delivery of the shares of common stock is expected to be made on or about, 2026. We have granted the underwritersan option for a period of 30 days to purchase up to an additionalshares of our common stock. If the underwritersexercise the option in full, the total underwriting discounts and commissions payable by us will be $and the totalproceeds to us, before expenses, will be $. Joint Book-Running Managers Piper Sandler Cantor The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.Craig-Hallum Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDIVIDEND POLICYMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCETHE COMPANYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF WARRANTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT We provide information to you about this offering of shares of our common stock in two separate documents that are bound together: (1)this prospectussupplement, which describes the specific details regarding this offering; and (2)the accompanying base prospectus, which provides general information,some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. Ifinformation in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement.However, if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlierstatement because our business, financial condition, results of operations and prospects may have changed since the earlier dates. We have not, and the underwriters have not, authorized anyone to provide you with any information or to make any representation, other than thosecontained or incorporated by reference in this prospectus or in any free writing prospectus we have prepared. We and the underwriters take noresponsibility for, and provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters aremaking an offer to sell or soliciting an offer to buy our securities in any jurisdiction where an offer or solicitation is not authorized or in which theperson making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assumethat the information appearing in this prospectus, the documents incorporated by reference into this prospectus, and in any free writing prospectus thatwe may authorize for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financialcondition, results of operations and prospects may have changed since those dates. You should read this prospectus, the documents incorporated byreference into this prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety beforemaking an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of