0001564590-21-041658 | 10-Q | XBRL Viewer

Property and Equipment, Net

6 Months Ended

Jun. 30, 2021

Property Plant And Equipment [Abstract]

5. Property and Equipment, net

Property and equipment, net, consisted of the following (in thousands):

	JUNE 30, 2021			DECEMBER 31, 2020
Leasehold improvements	$	24,093		$	23,949
Laboratory equipment		17,839			14,837
Furniture and fixtures		1,288			1,288
Computer equipment and software		159			159
Construction-in-process		133			1,667
	$	43,512		$	41,900
Less: Accumulated depreciation and amortization		(13,249	)		(10,490	)
Property and equipment, net	$	30,263		$	31,410

Depreciation and amortization expense for the three and six months ended June 30, 2021 was $1.4 million and $2.8, respectively. Depreciation and amortization expense for the three and six months ended June 30, 2020 was $0.9 million and $2.0 million, respectively.

Net Loss Per Share - Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
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)
Denominator:
Weighted average common shares outstanding, basic and diluted	22,117,593	3,003,887	21,230,424	3,002,773
Net loss per share attributable to common stockholders, basic and diluted	$ (0.99)	$ (6.44)	$ (1.51)	$ (15.07)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Assets Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s assets measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

	JUNE 30, 2021
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING(1)
Assets:
Cash equivalents:
Money market funds	$	72,501	$	—	$	—	$	—	$	72,501
	$	72,501	$	—	$	—	$	—	$	72,501

	DECEMBER 31, 2020
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING(1)
Assets:
Cash equivalents:
Money market funds	$	81,601	$	—	$	—	$	—	$	81,601
	$	81,601	$	—	$	—	$	—	$	81,601

(1)

Certain cash equivalents that are valued using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2021

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

	JUNE 30, 2021			DECEMBER 31, 2020
Leasehold improvements	$	24,093		$	23,949
Laboratory equipment		17,839			14,837
Furniture and fixtures		1,288			1,288
Computer equipment and software		159			159
Construction-in-process		133			1,667
	$	43,512		$	41,900
Less: Accumulated depreciation and amortization		(13,249	)		(10,490	)
Property and equipment, net	$	30,263		$	31,410

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (EQUITY) - USD ($) $ in Thousands	Total	Initial Public Offering	Series A Redeemable Convertible Preferred Stock	Series B Redeemable Convertible Preferred Stock	Series C Redeemable Convertible Preferred Stock	Common Stock	Common Stock Initial Public Offering	Additional Paid-in Capital	Additional Paid-in Capital Initial Public Offering	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit
Beginning balance at Dec. 31, 2019	$ (192,833)							$ 2		$ 43	$ (192,878)
Temporary equity, Beginning balance, shares at Dec. 31, 2019			33,200,000	20,520,828	20,204,079
Temporary equity, Beginning balance at Dec. 31, 2019			$ 44,169	$ 81,108	$ 89,507
Beginning balance, shares at Dec. 31, 2019						2,997,040
Issuance of Series B redeemable convertible preferred stock in conjunction with sponsored research agreement, shares				62,500
Exercise of options to purchase common stock	104							104
Exercise of options to purchase common stock, shares						13,812
Accretion of preferred stock to redemption value	(6,792)							(3,245)			(3,547)
Temporary equity, Accretion of preferred stock to redemption value			$ 1,324	$ 2,416	$ 3,052
Stock-based compensation	3,141							3,141
Unrealized loss on investments	(43)									(43)
Net loss	(38,415)										(38,415)
Ending balance at Jun. 30, 2020	(234,838)							2			(234,840)
Temporary equity, Ending balance, shares at Jun. 30, 2020			33,200,000	20,583,328	20,204,079
Temporary equity, Ending balance at Jun. 30, 2020			$ 45,493	$ 83,524	$ 92,559
Ending balance, shares at Jun. 30, 2020						3,010,852
Beginning balance at Mar. 31, 2020	(216,980)							2		2	(216,984)
Temporary equity, Beginning balance, shares at Mar. 31, 2020			33,200,000	20,583,328	20,204,079
Temporary equity, Beginning balance at Mar. 31, 2020			$ 44,831	$ 82,292	$ 91,033
Beginning balance, shares at Mar. 31, 2020						3,002,380
Exercise of options to purchase common stock	86							86
Exercise of options to purchase common stock, shares						8,472
Accretion of preferred stock to redemption value	(3,420)							(1,477)			(1,943)
Temporary equity, Accretion of preferred stock to redemption value			$ 662	$ 1,232	$ 1,526
Stock-based compensation	1,391							1,391
Unrealized loss on investments	(2)									$ (2)
Net loss	(15,913)										(15,913)
Ending balance at Jun. 30, 2020	(234,838)							2			(234,840)
Temporary equity, Ending balance, shares at Jun. 30, 2020			33,200,000	20,583,328	20,204,079
Temporary equity, Ending balance at Jun. 30, 2020			$ 45,493	$ 83,524	$ 92,559
Ending balance, shares at Jun. 30, 2020						3,010,852
Beginning balance at Dec. 31, 2020	14,567					$ 2		302,655			(288,090)
Beginning balance, shares at Dec. 31, 2020						18,787,579
Exercise of options to purchase common stock	$ 2,770							2,770
Exercise of options to purchase common stock, shares	322,896					322,896
Stock-based compensation	$ 4,963							4,963
Issuance costs related to common stock	(560)
Issuance of common stock, net of issuance costs		$ 61,681							$ 61,681
Issuance of common stock, net of issuance costs, shares							3,162,500
Net loss	(32,117)										(32,117)
Ending balance at Jun. 30, 2021	51,864					$ 2		372,069			(320,207)
Ending balance, shares at Jun. 30, 2021						22,272,975
Beginning balance at Mar. 31, 2021	68,716					$ 2		367,112			(298,398)
Beginning balance, shares at Mar. 31, 2021						21,996,886
Exercise of options to purchase common stock	2,454							2,454
Exercise of options to purchase common stock, shares						276,089
Stock-based compensation	2,690							2,690
Issuance costs related to common stock	(187)							(187)
Net loss	(21,809)										(21,809)
Ending balance at Jun. 30, 2021	$ 51,864					$ 2		$ 372,069			$ (320,207)
Ending balance, shares at Jun. 30, 2021						22,272,975

Nature of the Business

6 Months Ended

Jun. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of the Business

1. Nature of the Business

Codiak BioSciences, Inc. (collectively, with its consolidated subsidiaries, any of Codiak, we, us, or the Company) was incorporated in Delaware on June 12, 2015 and is headquartered in Cambridge, Massachusetts. 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. Exosomes have evolved as intercellular transfer mechanisms for complex, biologically active macromolecules and have emerged in recent years as a compelling potential drug delivery vehicle. By leveraging Codiak’s deep understanding of exosome biology, the Company has developed its engineering and manufacturing platform (the engEx Platform), to expand upon the innate properties of exosomes to design, engineer and manufacture novel exosome therapeutics. Codiak has utilized its engEx Platform to generate a deep pipeline of engineered exosomes (engEx exosomes) aimed at treating a broad range of diseases, including oncology, neuro-oncology, neuromuscular disease and infectious disease and rare disease. In September 2020, Codiak initiated clinical trials for its two lead product candidates, exoSTING and exoIL-12, which are being developed to address solid tumors. Codiak has multiple preclinical and discovery programs that it is advancing either independently or through its strategic collaborations with Jazz Pharmaceuticals Ireland Limited (Jazz) and Sarepta Therapeutics, Inc. (Sarepta).

Since its inception, the Company has devoted substantially all of its resources to its research and development efforts, including activities to develop its engEx Platform, advance engEx product candidates into clinical trials, perform preclinical research to identify potential engEx product candidates, to perform process development to refine Codiak’s exosome engineering and manufacturing processes, and to provide general and administrative support for these operations.

The Company has primarily funded its operations with proceeds from the sales of common stock, redeemable convertible preferred stock, collaborative and research arrangements with Jazz and Sarepta and its Loan and Security agreement with Hercules Capital, Inc. (Hercules). As of June 30, 2021, the Company has raised an aggregate of $168.2 million through the issuance of its redeemable convertible preferred stock and convertible debt, net of issuance costs, $24.6 million from its term loan facility with Hercules, net of issuance costs, and received $66.0 million in payments from its collaborations with Jazz and Sarepta. On October 16, 2020, the Company completed its initial public offering (IPO), pursuant to which it issued and sold 5,500,000 shares of its common stock at a public offering price of $15.00 per share, resulting in net proceeds of $74.4 million, after deducting underwriting discounts and commissions and other offering expenses. In addition, on February 17, 2021, the Company completed a follow-on public offering, pursuant to which it issued and sold 3,162,500 shares of its common stock (inclusive of the exercise of the underwriter’s option to purchase 412,500 additional shares of common stock) at a public offering price of $21.00 per share, resulting in aggregate net proceeds of $61.7 million, after deducting underwriting discounts and commissions and other offering expenses.

The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future. In addition, the Company anticipates that its expenses will increase significantly in connection with ongoing activities to support its engEx Platform development, drug discovery and preclinical and clinical development, in addition to creating a portfolio of intellectual property and providing administrative support.

The Company does not expect to generate significant revenue from sales of its engEx product candidates unless and until clinical development has been successfully completed and regulatory approval is obtained. If the Company obtains regulatory approval for any of its investigational products, it expects to incur significant commercialization expenses.

As a result, the Company will need substantial additional funding to support its continued operations and growth strategy. Until such a time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may be unable to raise additional funds or enter into such other agreements on favorable terms, or at all. If the Company fails to raise capital or enter into such agreements as, and when, needed, the Company may have to significantly delay, scale back or discontinue the development and commercialization of one or more of its product candidates or delay its pursuit of potential in-licenses or acquisitions.

As of June 30, 2021, the Company had cash and cash equivalents of $113.7 million. Management believes that its cash and cash equivalent resources at June 30, 2021, will be sufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements.

The Company is subject to those risks associated with any biopharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and be forced to reduce its operations.

Indebtedness - Additional Information (Details)			3 Months Ended			6 Months Ended
Indebtedness - Additional Information (Details)	Jul. 24, 2020 USD ($)	Sep. 30, 2019 USD ($) Tranche	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Interest expense			$ 704,000		$ 294,000	$ 1,401,000	$ 589,000
Loan Agreement \| Term Loan \| Hercules
Debt Instrument [Line Items]
Number of tranches \| Tranche		4
Debt instrument, interest rate terms						Advances under the Term Loan Facility bear interest at a rate equal to the greater of (i) 9.00% plus the Prime Rate (as reported in The Wall Street Journal) less 5.25%, and (ii) 9.00%.
Interest rate		9.00%
Debt instrument, interest only payment end date		Nov. 01, 2022
Debt instrument repayment end date		Oct. 01, 2024
Debt instrument, end of term payment charge on funded amount percentage		5.50%
Debt instrument, covenants, obligated to maintain account cover amount percentage		110.00%
Loan carrying value	$ 15,000,000.0	$ 9,500,000	25,200,000			$ 25,200,000		$ 25,000,000.0
Interest expense			700,000		$ 300,000	1,400,000	$ 600,000
Loan Agreement \| Term Loan \| Hercules \| Prime Rate
Debt Instrument [Line Items]
Variable interest rate		9.00%
Reduced from variable interest rate		5.25%
Loan Agreement \| Term Loan \| Hercules \| Maximum
Debt Instrument [Line Items]
Aggregate principal amount		$ 75,000,000.0
Loan Agreement \| Term Loan \| Hercules \| Second Tranche
Debt Instrument [Line Items]
Aggregate principal amount				$ 10,000,000.0
Borrowing capacity term				second tranche was available under the Term Loan Facility, which allowed the Company to borrow an additional amount up to $10.0 million through March 31, 2021. The Company did not elect to borrow against the second $10.0 million tranche.
Interest rate		1.50%
Loan Agreement \| Term Loan \| Hercules \| Second Tranche \| Maximum
Debt Instrument [Line Items]
Aggregate principal amount		$ 10,000,000.0
Loan Agreement \| Term Loan \| Hercules \| First Tranche
Debt Instrument [Line Items]
Advanced amount under term loan	$ 15,000,000.0	$ 10,000,000.0
Interest rate		2.00%
Amount payable upon any prepayment or repayment		$ 1,400,000
Loan Agreement \| Term Loan \| Hercules \| Third Tranche
Debt Instrument [Line Items]
Aggregate principal amount			$ 10,000,000.0			$ 10,000,000.0
Borrowing capacity term						third tranche was available under the Term Loan Facility, which allowed the Company to borrow an additional amount up to $10.0 million through June 30, 2021. The Company did not elect to borrow against the third $10.0 million tranche.
Interest rate		1.00%
Loan Agreement \| Term Loan \| Hercules \| Third Tranche \| Maximum
Debt Instrument [Line Items]
Aggregate principal amount		$ 10,000,000.0
Loan Agreement \| Term Loan \| Hercules \| Fourth Tranche
Debt Instrument [Line Items]
Borrowing capacity term						fourth tranche, which allows the Company to borrow an additional amount up to $30.0 million, will be available upon Hercules’ approval on or prior to December 15, 2021.
Loan Agreement \| Term Loan \| Hercules \| Fourth Tranche \| Maximum
Debt Instrument [Line Items]
Aggregate principal amount		$ 30,000,000.0

Collaborative Arrangements (Tables)

6 Months Ended

Jun. 30, 2021

Summary of Total Consolidated Net Revenue from Strategic Collaborators

The following table summarizes our total consolidated net revenue from our strategic collaborators for the periods presented (in thousands):

	THREE MONTHS ENDED JUNE 30,					SIX MONTHS ENDED JUNE 30,
Collaboration Revenue by Strategic Collaborator:	2021			2020		2021		2020
Jazz	$	(511	)	$	187	$	11,107	$	321
Sarepta		1,401			—		2,974		—
Total collaboration revenue	$	890		$	187	$	14,081	$	321

Schedule of Changes in Contract Assets and Liabilities

The following tables present changes in the Company’s contract assets and liabilities for the six months ended June 30, 2021 (in thousands):

	SIX MONTHS ENDED JUNE 30, 2021
	BALANCE BEGINNING OF PERIOD		ADDITIONS		DEDUCTIONS			BALANCE END OF PERIOD
Contract assets:
Account receivable (1)	$	—	$	2,248	$	(842	)	$	1,406
Contract liabilities:
Deferred revenue	$	62,697	$	—	$	(11,834	)	$	50,863

(1)

Included in prepaid expenses and other current assets as shown within the condensed consolidated balance sheets.

Schedule of Revenue Recognized

During the three and six months ended June 30, 2021 and 2020, the Company recognized the following revenue (in thousands):

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2021		2020		2021		2020
Revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	890	$	187	$	14,081	$	321

Jazz Pharmaceuticals Ireland Limited

Schedule of Transaction Price Allocated to Identified Performance Obligations

As a result, the transaction price associated with the remaining consideration was reallocated to the identified performance obligations as follows (in thousands):

PERFORMANCE OBLIGATION	ALLOCATED TRANSACTION PRICE
License and Services Performance Obligation: Initial Collaboration Target #1	$	12,717
License and Services Performance Obligation: Initial Collaboration Target #2		13,702
License and Services Performance Obligation: Initial Collaboration Target #3		10,866
License and Services Performance Obligation: Initial Collaboration Target #4		13,593
Additional Target or Program Material Right Performance Obligation		2,812
Replacement Target Material Right Performance Obligation		1,188
Backup Candidate Material Right Performance Obligation: Backup Candidate #1		47
Backup Candidate Material Right Performance Obligation: Backup Candidate #2		47
Transaction Price	$	54,972

Sarepta Therapeutics

Schedule of Transaction Price Allocated to Identified Performance Obligations

As a result, the transaction price was allocated to the identified performance obligations as follows:

PERFORMANCE OBLIGATION	ALLOCATED TRANSACTION PRICE
Research License and Services Performance Obligation	$	11,000
Material Right Performance Obligation: Research Target #1		1,400
Material Right Performance Obligation: Research Target #2		1,400
Material Right Performance Obligation: Research Target #3		1,400
Material Right Performance Obligation: Research Target #4		1,400
Material Right Performance Obligation: Research Target #5		1,400
Transaction Price	$	18,000

Collaboration Agreements - Additional Information (Details)				1 Months Ended	3 Months Ended			6 Months Ended
	Apr. 02, 2021 USD ($)	Jun. 17, 2020 USD ($) Target	Jan. 02, 2019 USD ($) Target Candidate Obligation	Apr. 30, 2021 Target	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 23, 2020 USD ($)
Collaboration Agreements [Line Items]
Number of performance obligations \| Obligation			8
Total collaboration revenue					$ 890,000		$ 187,000	$ 14,081,000	$ 321,000
Deferred revenue					50,863,000			50,863,000
Up-front and non-refundable cash payments received								66,000,000.0
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited
Collaboration Agreements [Line Items]
Number of oncogene targets \| Target			5
Number of targets \| Target			4
Number of oncogene targets discontinue work \| Target				1
Number of clinical trial candidates \| Candidate			2
Number of remaining candidates \| Candidate			3
Additional milestone payment related to regulatory approval of product			$ 20,000,000.0
Up-front payment			56,000,000.0
Preclinical development milestone payments eligible to receive			20,000,000.0
Collaboration target payment receivable due upon second initiation			10,000,000.0
Milestone payments eligible to receive			$ 200,000,000.0
Notice period for termination of agreement			180 days
Collaboration arrangement transaction price measured based on non-refundable and non creditable up-front payment								56,000,000.0
Variable consideration payable included in transaction price at inception								0
Remaining consideration comprised solely of transaction price											$ 55,000,000.0
Changes in estimate of variable consideration								0
Remaining deferred revenue recognized						$ 10,900,000
Total collaboration revenue	$ 2,800				500,000		200,000	11,100,000	300,000
Deferred revenue					43,900,000			43,900,000		$ 55,000,000.0
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited \| Research and Development
Collaboration Agreements [Line Items]
Cost associated with obligations under arrangement					700,000		900,000	1,300,000	1,600,000
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited \| Development and Commercialization License and Associated Research Services \| ASU 2014-09
Collaboration Agreements [Line Items]
Option to include additional target additional cost			$ 0
Replacement target additional cost			0
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited \| Research Services \| ASU 2014-09
Collaboration Agreements [Line Items]
Option to request additional research program additional cost			0
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited \| Non-GLP Toxicology Studies \| ASU 2014-09
Collaboration Agreements [Line Items]
Per backup development candidate cost upon exercise			$ 0
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited \| License and Services
Collaboration Agreements [Line Items]
Performance obligation unsatisfied					42,800,000			42,800,000
Collaboration and License Agreement \| Jazz Pharmaceuticals Ireland Limited \| All Other Services
Collaboration Agreements [Line Items]
Performance obligation unsatisfied					1,300,000			1,300,000
Sarepta Research Agreement
Collaboration Agreements [Line Items]
Up-front payment		$ 7,000,000.0
Milestone payments eligible to receive		$ 192,500,000
Total collaboration revenue					1,400,000		0	3,000,000.0	0
Deferred revenue					7,000,000.0			7,000,000.0		$ 7,700,000
Research agreement period		2 years
Number of agreed targets \| Target		5
Term of option exercise		Jun. 17, 2022
Extended term of option exercise		Dec. 17, 2022
Up-front and non-refundable cash payments received		$ 10,000,000.0
Up-front research services prepayment		3,000,000.0
Collaboration arrangement obligated to remit option exercise payment		12,500,000
Collaboration arrangement obligated options exercised		$ 62,500,000
Additional term of agreement		2 years
Material rights outstanding either exercised or expired					0			0
Sarepta Research Agreement \| Research and Development
Collaboration Agreements [Line Items]
Cost associated with obligations under arrangement					1,400,000		$ 0	3,000,000.0	$ 0
Sarepta Research Agreement \| ASU 2014-09
Collaboration Agreements [Line Items]
Up-front payment		$ 7,000,000.0
Up-front research services prepayment		3,000,000.0
Aggregate transaction price		18,000,000.0
Estimation of cost reimbursements		$ 8,000,000.0
Sarepta Research Agreement \| All Other Services
Collaboration Agreements [Line Items]
Performance obligation unsatisfied					7,000,000.0			7,000,000.0
Sarepta Research Agreement \| Research License and Services
Collaboration Agreements [Line Items]
Performance obligation unsatisfied					$ 5,800,000			$ 5,800,000

Net Loss Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

13. Net loss per share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2021			2020			2021			2020
Numerator:
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	)
Denominator:
Weighted average common shares outstanding, basic and diluted		22,117,593			3,003,887			21,230,424			3,002,773
Net loss per share attributable to common stockholders, basic and diluted	$	(0.99	)	$	(6.44	)	$	(1.51	)	$	(15.07	)

The following common stock equivalents, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have been anti-dilutive:

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2021		2020		2021		2020
Series A redeemable convertible preferred stock		—		4,247,153		—		4,247,153
Series B redeemable convertible preferred stock		—		2,633,138		—		2,633,138
Series C redeemable convertible preferred stock		—		2,584,633		—		2,584,633
Outstanding stock options		5,166,657		4,212,125		5,166,657		4,212,125
		5,166,657		13,677,049		5,166,657		13,677,049

Stock-Based Compensation

6 Months Ended

Jun. 30, 2021

Employee Service Share Based Compensation Aggregate Disclosures [Abstract]

Stock-Based Compensation

10. Stock-based compensation

Stock plans

As of June 30, 2021, the Company has granted service-based awards, which vest over a defined period of service, and performance-based and market-based awards, which vest upon the achievement of defined conditions. Service-based awards generally vest over a four-year period, with the first 25% vesting following twelve months of continued employment or service, and the remainder vesting in twelve quarterly installments over the following three years.

2020 Stock Option and Incentive Plan

The 2020 Stock Option and Incentive Plan (the 2020 Plan), was adopted by the Company’s board of directors in October 2020, approved by the Company’s stockholders in October 2020 and became effective as of October 12, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares of the Company’s common stock initially reserved for issuance under the 2020 Plan was 1,043,402 shares. The number of shares reserved shall be annually increased on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of 5% of the number of shares of common stock outstanding on the final day of the immediately preceding calendar year or such lesser number of shares determined by the compensation committee. As of January 1, 2021, 938,384 additional shares of common stock were reserved for issuance under the 2020 Plan.

The shares of the Company’s common stock subject to outstanding awards under the 2015 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right will be added back to the shares of common stock available for issuance under the 2020 Plan. As of June 30, 2021, there were 1,281,040 shares available for future issuance under the 2020 Plan.

The Company’s stock options expire after approximately ten years from the date of grant. As of June 30, 2021, the Company does not hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant.

2020 Employee stock purchase plan

The Company’s 2020 Employee Stock Purchase Plan, (the ESPP) was adopted by our board of directors in October 2020, approved by the Company’s stockholders in October 2020 and became effective October 12, 2020. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 208,680 shares of the Company’s common stock. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on each January 1st, beginning on January 1, 2021 and ending on January 1, 2030, by the lesser of (i) 834,720 shares of common stock, (ii) 0.5% of the outstanding shares of common stock on the immediately preceding December 31st or (iii) such lesser number of shares as determined by the administrator of the ESPP. There was no increase in the number of common stock reserved for issuance under the ESPP as of June 30, 2021.

Stock Options

The following table summarizes the Company’s option activity during the six months ended June 30, 2021:

	NUMBER OF SHARES			WEIGHTED AVERAGE EXERCISE PRICE PER SHARE		WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM		AGGREGATE INTRINSIC VALUE (1)
						(In years)		(In thousands)
Outstanding as of December 31, 2020		4,543,318		$	8.52		7.22	$	108,048
Granted		1,140,400			24.77
Exercised		(322,896	)		8.58
Forfeited/Cancelled		(194,165	)		14.33
Outstanding as of June 30, 2021		5,166,657			11.88		7.02		41,555
Exercisable as of June 30, 2021		2,652,701			7.05		5.50		30,455
Vested and expected to vest as of June 30, 2021		5,166,657			11.88		7.02		41,555

⁽¹⁾	Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of June 30, 2021 and December 31, 2020.

The weighted average grant date fair value per share of options granted during the three and six months ended June 30, 2021, was $11.63 per share and $15.35 per share, respectively. The weighted average grant date fair value per share of options granted during the three and six months ended June 30, 2020 was $6.27 per share and $6.31 per share, respectively.

The aggregate intrinsic value of stock options exercised during the three and six months ended June 30, 2021 was $3.3 million and $4.3 million, respectively. The aggregate intrinsic value of stock options exercised during the three and six months ended June 30, 2020 was less than $0.1 million in each period, respectively.

Stock Option Valuation

Service-based awards

The key assumptions used in the Black-Scholes option pricing model on the date of grant for options with service-based vesting conditions were as follows, presented on a weighted average basis:

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2021			2020			2021			2020
Risk-free interest rate		1.08	%		0.46	%		0.77	%		1.38	%
Expected term (in years)	6.12			6.25			6.21			6.25
Expected volatility		65.28	%		68.17	%		68.82	%		67.17	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Fair value per share of common stock	$	11.63		$	6.27		$	15.35		$	6.31

Performance-based awards

The Company did not grant any performance-based awards during the three and six months ended June 30, 2021 and 2020.

Stock-based Compensation Expense

The following table presents the components and classification of stock-based compensation expense (in thousands):

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2021		2020		2021		2020
Research and development	$	1,221	$	788	$	2,279	$	1,821
General and administrative		1,469		603		2,684		1,320
	$	2,690	$	1,391	$	4,963	$	3,141

Employee	$	2,620	$	1,329	$	4,859	$	2,879
Non-employee		70		62		104		262
	$	2,690	$	1,391	$	4,963	$	3,141

The Company did not recognize any stock-based compensation expense during the three months ended June 30, 2021 related to performance-based awards and recognized less than $0.1 million during the six months ended June 30, 2021 related to performance-based awards that vested upon achievement of their underlying performance condition. The Company did not recognize expense related to performance-based awards during the three and six months ended June 30, 2020 because the associated performance conditions were not deemed probable of achievement.

As of June 30, 2021, the total unrecognized compensation expense related to the Company’s option awards was $25.3 million, which the Company expects to recognize over a weighted-average period of approximately 3.07 years.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

	JUNE 30, 2021
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING(1)
Assets:
Cash equivalents:
Money market funds	$	72,501	$	—	$	—	$	—	$	72,501
	$	72,501	$	—	$	—	$	—	$	72,501

	DECEMBER 31, 2020
	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3		NOT SUBJECT TO LEVELING(1)
Assets:
Cash equivalents:
Money market funds	$	81,601	$	—	$	—	$	—	$	81,601
	$	81,601	$	—	$	—	$	—	$	81,601

(1)

Certain cash equivalents that are valued using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

As of June 30, 2021 and December 31, 2020, the Company’s cash equivalents consisted of money market funds invested in US Treasury securities with original maturities of less than 90 days from the date of purchase.

During the three and six months ended June 30, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3.

The fair value of the Company’s debt is classified as Level 2 for the periods presented and approximates its carrying value due to the variable interest rate.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	22,272,975	18,787,579
Common stock, shares outstanding	22,272,975	18,787,579

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2021	Aug. 02, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	CODIAK BIOSCIENCES, INC.
Entity Central Index Key	0001659352
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		22,331,222
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CDAK
Security Exchange Name	NASDAQ
Entity File Number	001-39615
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-4926530
Entity Address, Address Line One	35 CambridgePark Drive
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	617
Local Phone Number	949-4100
Document Quarterly Report	true
Document Transition Report	false