CODEXIS, INC.

Major Shareholding Notification • Sep 18, 2024

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Codexis Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

192005106 (CUSIP Number)

James Silverman, One Boston Place, 26 th Floor, Boston, MA 02108

(Name, Address, and Telephone Number of Person

Authorized to Receive Notices and Communications)

09/17/2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 192005106 13G Page 2 of 5 Pages

| Opaleye
Management, Inc. | |
| --- | --- |
| 1. | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-5648796 |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a)
☐ (b)
☐ |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Massachusetts |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH
REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 7,524,000 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 7,524,000 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,524,000 |
| --- | --- |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.61% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) CO |
| | *
Based upon 70,927,377 shares of common stock issued and outstanding on August 5, 2024, as
reported by the Issuer in its quarterly statement on Form 10-Q filed with the Securities
and Exchange Commission on August 8, 2024. This calculation does not include the exercise
or conversion of outstanding securities of the Issuer. |

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CUSIP No. 192005106 13G Page 3 of 5 Pages

Item 1.

| (a) | Name
of Issuer: Codexis Inc. (the “Company”). |
| --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices: 200 Penobscot Drive, Redwood City, CA 94063 |

Item 2.

| (a) | Name
of Person Filing Opaleye, L.P. |
| --- | --- |
| (b) | Address
of the Principal Office or, if none, residence One Boston Place, 26 th Floor, Boston, MA 02108 |
| (c) | Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein
by reference for each such
Reporting Person. |
| (d) | Title
of Class of Securities Common Stock, $0.0001 par value per share |
| (e) | CUSIP
Number 192005106 |

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | ☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ☐ | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

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CUSIP No. 192005106 13G Page 4 of 5 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: 7,524,000 | |
| --- | --- | --- |
| (b) | Percent
of class: 10.61% | |
| (c) | Number
of shares as to which the person has: 7,524,000 | |
| | (i) | Sole
power to vote or to direct the vote 0 |
| | (ii) | Shared
power to vote or to direct the vote 7,524,000 |
| | (iii) | Sole
power to dispose or to direct the disposition of 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of 7,524,000 *
Based upon 70,927,377 shares of common stock issued and outstanding on August 5, 2024, as reported by the Issuer on its quarterly
statement on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024. This calculation does not include the
exercise or conversion of outstanding securities of the Issuer. |

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Instruction . Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

| (a) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
| --- | --- |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
| (b) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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CUSIP No. 192005106 13G Page 5 of 5 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| 09/18/2024 |
| --- |
| Date |
| /s/
James Silverman |
| Signature |
| Managing
Member of Opaleye GP LLC, the
General Partner of Opaleye, L.P. |
| Name/Title |

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