S-1MEF

As filed with the Securities and Exchange Commission on February 11, 2021.

Registration No. 333–            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

CODIAK BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   47-4926530

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

35 CambridgePark Drive, Suite 500

Cambridge, MA 02140

(617) 949-4100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Douglas E. Williams, Ph.D.

President and Chief Executive Officer

35 CambridgePark Drive, Suite 500

Cambridge, MA 02140

(617) 949-4100

(Name, address, including zip code, and 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

 

Patrick O’Brien

Thomas J. Danielski

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File No. 333-252888

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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 to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered  

Amount to be

registered(1)

 

Proposed

maximum aggregate
offering price per
share

  Proposed maximum
aggregate offering
price
  Amount of
registration fee(2)

Common stock, $0.0001 par value per share

  287,500   $23.19   $6,667,125.00   $727.39

 

 

(1)

Represents only the additional number of shares being registered and includes 37,500 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252888).

(2)

The registration fee is calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the registrant’s common stock as reported by the Nasdaq Global Market on February 4, 2021. The registrant previously registered securities at an aggregate offering price not to exceed $66,671,250 on a Registration Statement on Form S-1 (File No. 333-252888), which was declared effective by the Securities and Exchange Commission on February 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $6,667,125.00 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Codiak BioSciences, Inc. (the “Registrant”) by 287,500 shares, 37,500 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1 , as amended (File No. 333-252888) (the “Prior Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on February 11, 2021, are incorporated by reference into this Registration Statement. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit Index

  5.1    Opinion of Goodwin Procter LLP.
23.1    Consent of Ernst and Young LLP, independent registered public accounting firm.
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*    Power of Attorney

 

*

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252888), originally filed with the Securities and Exchange Commission on February 9, 2021 and incorporated by reference herein.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on the 11th day of February, 2021.

 

CODIAK BIOSCIENCES, INC.
By:  

/s/ Douglas E. Williams

Name:   Douglas E. Williams, Ph.D.
Title:   Chief Executive Officer

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, Director    February 11, 2021
Douglas E. Williams, Ph.D.    (Principal Executive Officer)   

/s/ Linda C. Bain

   Chief Financial Officer (Principal    February 11, 2021
Linda C. Bain    Financial and Accounting Officer)   

*

   Chairman of the Board    February 11, 2021
Steven Gillis, Ph.D.      

*

   Director    February 11, 2021
Karen Bernstein, Ph.D.      

*

   Director    February 11, 2021
Charles L. Cooney, Ph.D.      

*

   Director    February 11, 2021
Jason Haddock      

*

   Director    February 11, 2021
Theo Melas-Kyriazi      

*

   Director    February 11, 2021
Briggs W. Morrison, M.D.      

 

*By:  

/s/ Douglas E. Williams

  Douglas E. Williams, Ph.D.
  Attorney-in-Fact
EX-5.1

Exhibit 5.1

 

LOGO

February 11, 2021

Codiak BioSciences, Inc.

35 CambridgePark Drive, Suite 500

Cambridge, MA 02140

 

  Re:

Securities Registered under Registration Statement on Form S-1

We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-252888) (as amended or supplemented, the “Initial Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is being furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Codiak BioSciences, Inc., a Delaware corporation (the “Company”) of up to 287,500 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share, including 37,500 Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Company Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Initial Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


LOGO

Codiak BioSciences, Inc.

February 11, 2021

Page 2

 

Very truly yours,
/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP
EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated August 6, 2020, except for Note 21(c) as to which the date is October 2, 2020, with respect to the consolidated financial statements of Codiak BioSciences, Inc. included the Registration Statement (Form S-1 333-252888) and related Prospectus of Codiak BioSciences, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 11, 2021