8-K

 

 

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)

August 5, 2021

 

 

Codiak BioSciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39615   47-4926530

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

35 CambridgePark Drive, Suite 500

Cambridge, MA 02140

(Address of principal executive offices and zip code)

(617) 949-4100

(Registrant’s telephone number, including area code)

 

 

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:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   CDAK   Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.   ☐

 

 

 


Item 2.02—Results of Operations and Financial Condition

On August 5, 2021, Codiak BioSciences, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. The release also provided updated timing for announcement of data from the initial dose escalation cohorts in the Phase 1/2 trial of exoSTING. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01—Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

  

Description

99.1    Press release, dated August 5, 2021, by Codiak BioSciences, Inc.


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: August 5, 2021  

Codiak BioSciences, Inc.

  By:   /s/ Douglas E. Williams
  Name:   Douglas E. Williams, Ph.D.
  Title:   Chief Executive Officer and President
EX-99.1

Exhibit 99.1

 

LOGO

Codiak BioSciences Reports Second Quarter 2021 Financial Results and Operational Progress

– Initial safety and PK/PD data from Phase 1/2 study of exoSTING now expected in the fourth quarter of 2021–

– Initial safety and efficacy data from Phase 1 trial of exoIL-12 in CTCL

anticipated by year-end

– IND filing for third clinical program, exoASO-STAT6, planned for 2H 2021–

CAMBRIDGE, Mass., August 5, 2021 — Codiak BioSciences, Inc. (NASDAQ: CDAK), a clinical-stage biopharmaceutical company focused on pioneering the development of exosome-based therapeutics as a new class of medicines, today reported second quarter 2021 financial results and operational progress.

“We continue to be intensely focused on execution of our two lead clinical programs, with plans to deliver near-term data readouts from both the exoSTING and exoIL-12 trials. We anticipate sharing safety data and a differentiating pharmacologic profile from initial dose escalation cohorts in the Phase 1/2 trial of exoSTING in the fourth quarter of 2021, and we expect to report initial safety, PK/PD and efficacy data from CTCL patients in the exoIL-12 Phase 1 trial by year end,” said Douglas E. Williams, Ph.D., President and Chief Executive Officer of Codiak. “We are also prosecuting multiple preclinical programs that together demonstrate the versatility of our platform and we look forward to filing an IND this year for our third engineered exosome therapeutic candidate, exoASO-STAT6 for the treatment of myeloid-rich cancers.”

Second Quarter 2021 and Recent Highlights

 

   

Presented new preclinical data on exoAAV, exoVACC, exoASO-STAT6, and the ability of engineered exosomes to direct tropism at the American Society of Gene and Cell Therapy (ASGCT) 24th Annual Meeting

 

   

Published manuscript highlighting the exoSTING preclinical program in Communications Biology, a Nature Research publication

 

   

Presented tolerability, pharmacokinetic (PK)/pharmacodynamic (PD) data from healthy volunteer portion of the exoIL-12 Phase 1 clinical trial and preclinical data from the exoASO-STAT6 program at the American Association for Cancer Research (AACR) Annual Meeting

 

   

Appointed Jennifer Wheler, M.D., as Chief Medical Officer

 

   

Added Anne-Virginie Eggimann, M.Sc., to Board of Directors

Anticipated Milestones and Events

 

   

Initial safety, PK, and PD data from dose escalation cohorts 1-3 on the Phase 1/2 trial of exoSTING (CDK-002) in patients with advanced/metastatic solid tumors with injectable lesions expected in the fourth quarter of 2021

 

   

IND filing for exoASO-STAT6 (CDK-004) anticipated during the second half of 2021

 

   

Initial safety, PK/PD and efficacy data in CTCL patients from the Phase 1 trial of exoIL-12 (CDK-003) expected by year-end 2021

 

1


Second Quarter 2021 Financial Results

Total revenues for the quarter ended June 30, 2021, were $0.9 million, compared to $0.2 million for the same period in 2020. This increase was due to deferred revenue recognized from ongoing research and development collaborations.

Net loss for the quarter ended June 30, 2021, was $21.8 million, compared to a net loss of $15.9 million for the same period in 2020. Net loss for the quarter was driven primarily by clinical development, general and administrative, and personnel expenses, and ongoing development of the engEx Platform.

Research and development expenses were $15.4 million for the quarter ended June 30, 2021, compared to $11.6 million for the same period in 2020. The increase in research and development expenses was driven by an increase in engEx Platform expenses, partially offset by decreased manufacturing and preclinical costs as Codiak’s lead candidates progressed into the clinic during the second half of 2020.

General and administrative expenses were $6.9 million for the quarter ended June 30, 2021, compared to $4.4 million for the same period in 2020. The increase was driven primarily by an increase in general and administrative headcount to support our overall growth and our transition to becoming a public company.

As of June 30, 2021, Codiak had cash and cash equivalents of approximately $113.7 million.

About Codiak BioSciences

Codiak is a clinical-stage biopharmaceutical company focused on pioneering the development of exosome-based therapeutics, a new class of medicines with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. By leveraging the biology of exosomes as natural intercellular transfer mechanisms, Codiak has developed its proprietary engEx Platform to expand upon the innate properties of exosomes to design, engineer and manufacture novel exosome therapeutic candidates. Codiak has utilized its engEx Platform to generate a deep pipeline of engineered exosomes aimed at treating a broad range of disease areas, spanning oncology, neuro-oncology, neurology, neuromuscular disease and infectious disease.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements concerning the development and therapeutic potential of exoSTING and exoIL-12, including timing of release of data from clinical trials and the results of those trials, statements concerning the development of exoASO-STAT6, including the timing of IND filing and initiation of clinical trials, and statements regarding the capabilities and potential of Codiak’s engEx Platform and engineered exosomes generally. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Codiak’s Annual Report on Form 10-K for the quarter ended December 31, 2020, and in subsequent filings with the Securities and Exchange Commission, as well as discussions of potential risks, uncertainties and other important factors in Codiak’s subsequent filings with the Securities and Exchange Commission. All information in this press release is current as of the date of this report, and Codiak undertakes no duty to update this information unless required by law.

- financial tables follow -


CODIAK BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, In thousands, except share and per share data)

 

     JUNE 30,
2021
    DECEMBER 31,
2020
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 113,681     $ 88,915  

Prepaid expenses and other current assets

     5,641       4,843  
  

 

 

   

 

 

 

Total current assets

     119,322       93,758  

Property and equipment, net

     30,263       31,410  

Restricted cash, net of current portion

     4,170       4,170  

Operating right-of-use assets

     21,519       22,003  
  

 

 

   

 

 

 

Total assets

   $ 175,274     $ 151,341  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 1,782     $ 2,018  

Accrued expenses

     7,689       8,870  

Deferred revenue

     9,117       5,281  

Operating lease liabilities

     2,333       1,482  
  

 

 

   

 

 

 

Total current liabilities

     20,921       17,651  

Long-term liabilities:

    

Deferred revenue, net of current portion

     41,746       57,416  

Note payable, net of discount

     25,230       24,960  

Operating lease liabilities, net of current portion

     35,306       36,540  

Other long-term liabilities

     207       207  
  

 

 

   

 

 

 

Total liabilities

     123,410       136,774  
  

 

 

   

 

 

 

Commitments and contingencies (Note 10)

    

Stockholders’ equity:

    

Common stock, $0.0001 par value; 150,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 22,272,975 and 18,787,579 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

     2       2  

Additional paid-in capital

     372,069       302,655  

Accumulated deficit

     (320,207     (288,090
  

 

 

   

 

 

 

Total stockholders’ equity

     51,864       14,567  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 175,274     $ 151,341  
  

 

 

   

 

 

 


CODIAK BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited, in thousands, except share and per share data)

 

     THREE MONTHS ENDED
JUNE 30,
    SIX MONTHS ENDED
JUNE 30,
 
     2021     2020     2021     2020  

Revenue:

        

Collaboration revenue

   $ 890     $ 187     $ 14,081     $ 321  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     890       187       14,081       321  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     15,419       11,622       31,969       30,013  

General and administrative

     6,937       4,358       13,525       8,591  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     22,356       15,980       45,494       38,604  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (21,466     (15,793     (31,413     (38,283

Other income (expense):

        

Interest expense

     (704     (294     (1,401     (589

Interest income

     9       19       14       242  

Other income

     352       155       683       215  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense, net

     (343     (120     (704     (132
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (21,809   $ (15,913   $ (32,117   $ (38,415
  

 

 

   

 

 

   

 

 

   

 

 

 

Cumulative dividends on redeemable convertible preferred stock

     —         (3,420     —         (6,839
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

   $ (21,809   $ (19,333   $ (32,117   $ (45,254
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common stockholders, basic and diluted

   $ (0.99   $ (6.44   $ (1.51   $ (15.07
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, basic and diluted

     22,117,593       3,003,887       21,230,424       3,002,773  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss:

        

Net loss

   $ (21,809   $ (15,913   $ (32,117   $ (38,415

Other comprehensive loss:

        

Unrealized loss on investments, net of tax of $0

     —         (2     —         (43
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss

     —         (2     —         (43
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (21,809   $ (15,915   $ (32,117   $ (38,458
  

 

 

   

 

 

   

 

 

   

 

 

 

Investor Contact:

Christopher Taylor

VP, Investor Relations and Corporate Communications

T: 617-949-4220

E: investor@codiakbio.com

Media Contact:

Lindy Devereux

Scient PR

T: 646-515-5730

E: media@codiakbio.com

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