As filed with the Securities and Exchange Commission on March 17, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CODIAK BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-4926530 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
35 CambridgePark Drive, Suite 500
Cambridge, MA 02140
(617) 949-4100
(Address of Principal Executive Offices)
Codiak BioSciences, Inc. 2020 Stock Option and Incentive Plan
(Full Title of the Plans)
Douglas E. Williams, Ph.D.
President and Chief Executive Officer
35 CambridgePark Drive, Suite 500
Cambridge, MA 02140
(Name, address, including zip code)
(617) 949-4100
(Telephone number, including area code, of agent for service)
Copies to:
Stephen M. Davis Daniel A. Lang Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 (212) 813-8800 | Linda C. Bain Yalonda Howze 35 CambridgePark Drive, Suite 500 Cambridge, MA 02140 (617) 949-4100 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share | 938,384 shares(3) | $16.60 | $15,577,174.40 | $1,699.47 | ||||
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”), of Codiak BioSciences, Inc. (the “Registrant”) that became issuable under the Registrant’s 2020 Stock Option and Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | The price of $16.60 per share, which is the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Market on March 11, 2021, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. |
| (3) | Represents an automatic increase to the number of shares available for issuance under the 2020 Plan, in accordance with the automatic annual increase provision of the 2020 Plan, effective as of January 1, 2021. Shares available for issuance under the 2020 Plan were previously registered on the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on October 16, 2020 (File No. 333-249507). |
Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the 2020 Plan, as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 938,384 shares of Common Stock on January 1, 2021. The additional shares are of the same class as other securities relating to the 2020 Plan for which the Registrant’s registration statement filed on Form S-8 (File No. 333-249507) on October 16, 2020 (the “Registration Statement”), is effective. The information contained in the Registration Statement is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 17th day of March, 2021.
| CODIAK BIOSCIENCES, INC. | ||
| By: | /s/ Douglas E. Williams | |
| Douglas E. Williams | ||
| Chief Executive Officer and President | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Douglas E. Williams and Linda C. Bain as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
| Name | Title | Date | ||
/s/ Douglas E. Williams | Chief Executive Officer, President and Director | March 17, 2021 | ||
| Douglas E. Williams, Ph.D. | (Principal Executive Officer) | |||
/s/ Linda C. Bain | Chief Financial Officer | March 17, 2021 | ||
| Linda C. Bain | (Principal Financial and Accounting Officer) | |||
/s/ Steven Gillis | Chairman of the Board | March 17, 2021 | ||
| Steven Gillis, Ph.D. | ||||
/s/ Karen Bernstein | Director | March 17, 2021 | ||
| Karen Bernstein, Ph.D. | ||||
/s/ Charles L. Cooney | Director | March 17, 2021 | ||
| Charles L. Cooney, Ph.D. | ||||
/s/ Jason Haddock | Director | March 17, 2021 | ||
| Jason Haddock | ||||
/s/ Theo Melas-Kyriazi | Director | March 17, 2021 | ||
| Theo Melas-Kyriazi | ||||
/s/ Briggs W. Morrison | Director | March 17, 2021 | ||
| Briggs W. Morrison, M.D. | ||||
