CODEXIS, INC. — Regulatory Filings 2013

Sep 12, 2013

8-K 1 dyadicresponseextension8-k.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using WebFilings 1 Copyright 2008-2013 WebFilings LLC. All Rights Reserved Dyadic Letter

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): September 10, 2013

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Codexis, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-34705	71-0872999
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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):

o	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Current Report on Form 8-K is being filed by Codexis, Inc. (the “Company”) to update disclosure contained in the Company's Current Report on Form 8-K filed on August 5, 2013 (the “Prior Form 8-K”), which is incorporated herein by reference. The Company expressly disclaims any intent or obligation to update the forward-looking statements contained in this report or the Prior Form 8-K. In addition to the factors described under “Forward-Looking Statements” in the Prior Form 8-K, factors that could materially affect actual results can be found in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed on August 9, 2013, including under the caption “Risk Factors.”

Item 1.02. Termination of a Material Agreement.

As described in the Prior Form 8-K, the Company received a letter (the “Letter”) from Dyadic International, Inc. (“Dyadic”) on July 30, 2013 alleging that the Company is in breach under the License Agreement, dated November 14, 2008, by and among the Company, Dyadic International (USA), Inc. (“Dyadic International”) and Dyadic (the “Dyadic License Agreement”), and that Dyadic intends to terminate the Dyadic License Agreement if the alleged breach is not cured to Dyadic's satisfaction by September 28, 2013.

On September 10, 2013, the Company, Dyadic and Dyadic International agreed to extend Codexis' time for response to the allegations contained in the Letter until November 15, 2013 as part of ongoing negotiations between Codexis and Dyadic to resolve the dispute.

For additional information about the Letter and the Dyadic License Agreement, see the Prior Form 8-K and Exhibit 10.6 to the Company's Registration Statement on Form S-1 (File No. 333-164044), effective April 21, 2010.

SIGNATURE

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.

Date: September 12, 2013

CODEXIS, INC.

By: /s/Douglas T. Sheehy

Name: Douglas T. Sheehy

Title: Senior Vice President, General Counsel and

Secretary