| Item 1.01 | Entry Into a Material Definitive Agreement. |
On November 4, 2021, Codiak BioSciences, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $100.0 million (the “Placement Shares”) through Jefferies as its sales agent. The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3 (File No. 333-260781) (the “Registration Statement”), which was filed with the Securities and Exchange Commission on November 4, 2021. The Company cannot make assurances as to if or when the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Placement Shares (1) in privately negotiated transactions with the consent of the Company, (2) as block transactions, or (3) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales made directly on The Nasdaq Global Market or on any other existing trading market for the Common Stock. Jefferies will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Jefferies a commission equal to three percent (3%) of the gross proceeds of any Placement Shares sold through Jefferies under the Sales Agreement, and also has provided Jefferies with customary indemnification and contribution rights.
The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Placement Shares subject to the 2021 Sales Agreement or (ii) termination of the 2021 Sales Agreement in accordance with its terms. The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is attached as Exhibit 10.1 hereto.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, has issued a legal opinion relating to the Placement Shares. Such legal opinion, including the consent included therein, is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
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| Exhibit No. | | Description |
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| 5.1 | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., dated November 4, 2021 (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-3 filed by the Registrant on November 4, 2021, File No. 333-260781). |
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| 10.1 | | Sales Agreement, dated November 4, 2021, by and between Codiak BioSciences, Inc. and Jefferies LLC. |
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| 23.1 | | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1 above). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
