CDAK / Codiak Biosciences Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CDAK / Codiak Biosciences Inc / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39615 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For P

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39615 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 27, 2023 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organizat

Codiak BioSciences to Pursue Asset Sale through Voluntary Chapter 11 Process

EX-99.1 Exhibit 99.1 Codiak BioSciences to Pursue Asset Sale through Voluntary Chapter 11 Process CAMBRIDGE, Mass., March 27, 2023 — Codiak BioSciences, Inc. (NASDAQ: CDAK), a clinical-stage biopharmaceutical company pioneering the development of exosome-based therapeutics as a new class of medicines, today announced that the Company has voluntarily filed for protection under Chapter 11 of the U.S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events, Bankruptcy or Receivership

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): March 23, 2023 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organizat

CDAK / Codiak Biosciences Inc / Laurion Capital Management LP Passive Investment

SC 13G/A 1 laurion-cdak123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Codiak Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 192010106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

CDAK / Codiak BioSciences Inc / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

CDAK / Codiak BioSciences Inc / Flagship Ventures Fund V, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d461454dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Codiak BioSciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 192010 10 6 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

CDAK / Codiak BioSciences Inc / Laurion Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

Codiak BioSciences Reports Third Quarter 2022 Financial Results and Operational Progress – Patient enrollment continuing in Phase 1 clinical trial of exoASO™-STAT6 in patients with advanced hepatocellular carcinoma; preliminary data anticipated durin

Exhibit 99.1 Codiak BioSciences Reports Third Quarter 2022 Financial Results and Operational Progress ? Patient enrollment continuing in Phase 1 clinical trial of exoASO?-STAT6 in patients with advanced hepatocellular carcinoma; preliminary data anticipated during 1H 2023 ? ? Presented preclinical data showing exoVACC? pan beta coronavirus vaccine, supported by CEPI, elicits broad protective immun

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 3, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organiza

CDAK / Codiak BioSciences Inc / ARCH Venture Fund VIII, L.P. - ARCH VENTURE FUND VIII, L.P. -- CODIAK BIOSCIENCES, INC. -- SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Codiak Biosciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 192010106 (CUSIP Number) Mark McDonnell ARCH Venture Management, LLC 8755 W. Higgins Road Suite 1025 Chicago, IL 60631 (Name, Address and Telephone Nu

13,333,333 Shares of Common Stock Warrants to Purchase up to 13,333,333 Shares of Common Stock

424B5 1 d346861d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-260781 Prospectus supplement (To prospectus dated November 15, 2021) 13,333,333 Shares of Common Stock Warrants to Purchase up to 13,333,333 Shares of Common Stock We are offering 13,333,333 shares of our common stock in this offering. Each investor will also receive a warrant to purchase one sh

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): September 12, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation) (Primar

Form of Warrant.

Exhibit 4.1 WARRANT TO PURCHASE STOCK Company: Codiak BioSciences, Inc., a Delaware corporation Warrant No. 2022-[ ] Number of Shares: [?], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Warrant Price (?Exercise Price?): $1.875 per Share, subject to adjustment Issue Date: September [?], 2022 Expiration Date: September [?], 2027 See also Section 5.1(b). THIS W

Underwriting Agreement, dated September 12, 2022, between the Company and Jefferies LLC.

Exhibit 1.1 Execution Version 13,333,333 Shares 13,333,333 Warrants to Purchase 13,333,333 Shares Codiak BioSciences, Inc. UNDERWRITING AGREEMENT September 12, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 As Representative of the several Underwriters listed in Schedule A to the Underwriting Agreement referred to below Ladies and Gentlemen: Introductory. Codiak BioSciences, Inc.,

Codiak Announces Pricing of $20 Million Public Offering of Common Stock and Warrants

Exhibit 99.2 Codiak Announces Pricing of $20 Million Public Offering of Common Stock and Warrants CAMBRIDGE, Mass., Sept. 12, 2022 ? Codiak BioSciences, Inc. (Nasdaq: CDAK) (?Codiak?), a clinical-stage biopharmaceutical company pioneering the development of exosome-based therapeutics as a new class of medicines, announced today the pricing of its underwritten public offering of 13,333,333 shares o

Codiak Announces Proposed Public Offering of Common Stock and Warrants

Exhibit 99.1 Codiak Announces Proposed Public Offering of Common Stock and Warrants CAMBRIDGE, Mass., Sept. 12, 2022 ? Codiak BioSciences, Inc. (Nasdaq: CDAK) (?Codiak?), a clinical-stage biopharmaceutical company pioneering the development of exosome-based therapeutics as a new class of medicines, announced today that it intends to offer and sell, subject to market and other conditions, shares of

Shares of Common Stock Warrants to Purchase up to Shares of Common Stock

424B5 1 d346861d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-260781 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROS

Codiak BioSciences Announces Program Reprioritization and Corporate Restructuring – Enrollment continues in Phase 1 clinical trial of IV-administered exoASO™-STAT6 in patients with advanced hepatocellular carcinoma – – Prioritizing vaccine program fu

EX-99.1 Exhibit 99.1 Codiak BioSciences Announces Program Reprioritization and Corporate Restructuring – Enrollment continues in Phase 1 clinical trial of IV-administered exoASO™-STAT6 in patients with advanced hepatocellular carcinoma – – Prioritizing vaccine program funded by CEPI and advancement of engEx-AAV™ for gene delivery – – Plans to initiate Phase 2 studies of exoSTING™ and exoIL-12™ pau

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

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 25, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organiza

Codiak BioSciences Reports Second Quarter 2022 Financial Results and Operational Progress – Reported platform-validating initial data from Phase 1 studies of exoSTING™ and exoIL-12™; plans to initiate Phase 2 studies for both programs in 1H 2023 – –

Exhibit 99.1 Codiak BioSciences Reports Second Quarter 2022 Financial Results and Operational Progress ? Reported platform-validating initial data from Phase 1 studies of exoSTING? and exoIL-12?; plans to initiate Phase 2 studies for both programs in 1H 2023 ? ? Initiated patient dosing in Phase 1 clinical trial of exoASO?-STAT6 in patients with advanced hepatocellular carcinoma, liver metastases

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

Form of Restricted Stock Unit Award Agreement for Company Employees under Codiak BioSciences Inc.'s 2020 Stock Option and Incentive Plan.

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER the Codiak Biosciences, inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organizati

Codiak Provides Platform-Validating Clinical Update and Data from Phase 1 Trials of exoSTING™ and exoIL-12™ – Codiak’s engineered exosome candidates demonstrate potential for best-in-class profile, with tumor retention and delivery to the cells of in

Exhibit 99.1 Codiak Provides Platform-Validating Clinical Update and Data from Phase 1 Trials of exoSTING? and exoIL-12? ? Codiak?s engineered exosome candidates demonstrate potential for best-in-class profile, with tumor retention and delivery to the cells of interest allowing for increased therapeutic window ? ? exoSTING and exoIL-12 demonstrated favorable safety and tolerability profile at repe

Regulation FD Disclosure, Financial Statements and Exhibits

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) June 30, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organizatio

Forward-Looking Statements and Disclaimers These slides and the accompanying presentation contain forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “may,” “

June 30, 2022 exoSTINGTM and exoIL-12TM CLINICAL UPDATE and FUTURE DIRECTIONS Exhibit 99.

Financial Statements and Exhibits, Other Events

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) June 29, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organizatio

Codiak Initiates Patient Dosing in Phase 1 Clinical Trial of exoASO™-STAT6 in Patients with Advanced Hepatocellular Carcinoma, Liver Metastases from Primary Gastric Cancer and Colorectal Cancer – exoASO-STAT6 is the third engineered exosome candidate

EX-99.1 Exhibit 99.1 Codiak Initiates Patient Dosing in Phase 1 Clinical Trial of exoASO™-STAT6 in Patients with Advanced Hepatocellular Carcinoma, Liver Metastases from Primary Gastric Cancer and Colorectal Cancer – exoASO-STAT6 is the third engineered exosome candidate generated from Codiak’s engEx™ Platform to enter clinical development – CAMBRIDGE, Mass., June 29, 2022— Codiak BioSciences, Inc

Submission of Matters to a Vote of Security Holders

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): June 17, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 5, 2022 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)

Codiak BioSciences Reports First Quarter 2022 Financial Results and Operational Progress – Codiak to provide data from ongoing exoSTING™ and exoIL-12™ clinical trials in late 1H 2022 – – Anticipate first patients dosed in exoASO™-STAT6 Phase 1 clinic

Exhibit 99.1 Codiak BioSciences Reports First Quarter 2022 Financial Results and Operational Progress ? Codiak to provide data from ongoing exoSTING? and exoIL-12? clinical trials in late 1H 2022 ? ? Anticipate first patients dosed in exoASO?-STAT6 Phase 1 clinical trial in 1H 2022 ? ? Data from preclinical engEx-AAV program to be presented at ASGCT 2022 showing potential applications for engineer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d236978ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d236978ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Calculation of Filing Fee Table.

EX-FILING FEES 4 d296702dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Codiak BioSciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regis

Licensing and Collaboration Agreement by and between the Registrant and Lonza Rockland, Inc., dated November 15, 2021.

Exhibit 10.20 LICENSE AND COLLABORATION AGREEMENT THIS LICENSE AND COLLABORATION AGREEMENT (this ?Agreement?) is entered into as of November 15, 2021 (the ?Effective Date?) by and between Codiak BioSciences, Inc., a company incorporated under the laws of Delaware with offices at 35 CambridgePark Dr. Suite 500, Cambridge, MA 02140 (?Codiak?) and Lonza Rockland, Inc., a Delaware corporation having o

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 10, 2022 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or organizati

As filed with the Securities and Exchange Commission on March 10, 2022

S-8 1 d296702ds8.htm S-8 As filed with the Securities and Exchange Commission on March 10, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39615 CODIAK BIOSCIEN

Codiak BioSciences Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Operational Progress – Reported positive initial data from exoSTING™ clinical trial; on track to provide data from all dose escalation cohorts in late 1H 2022 –

Exhibit 99.1 Codiak BioSciences Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Operational Progress ? Reported positive initial data from exoSTING? clinical trial; on track to provide data from all dose escalation cohorts in late 1H 2022 ? ? Investigational New Drug (IND) application cleared for exoASO?-STAT6, with clinical trial initiation expected 1H 2022 ? ? Initial safe

Amended and Restated Non-Employee Director Compensation Practices

Exhibit 10.4 CODIAK BIOSCIENCES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (Amended and Restated as of December 15, 2021) The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Codiak BioSciences, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber d

Asset Purchase Agreement by and between the Registrant and Lonza Rockland, Inc., dated November 1, 2021.

Exhibit 10.18 ASSET PURCHASE AGREEMENT BY AND AMONG CODIAK BIOSCIENCES, INC. AND LONZA ROCKLAND, INC. November 1, 2021 Portions of this Exhibit, indicated by the mark ?[***],? were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant?s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934

Manufacturing Services Agreement by and between the Registrant and Lonza Rockland, Inc., dated November 15, 2021.

Exhibit 10.19 MANUFACTURING SERVICES AGREEMENT This Manufacturing Services Agreement (the ?Agreement?) is made as of November 15, 2021, (the ?Effective Date?) by and among Lonza Rockland, Inc., a Delaware corporation having offices at 191 Thomaston Street, Rockland, ME 04841 (?Lonza?), and Codiak BioSciences, Inc., a Delaware corporation having offices at 35 Cambridgepark Dr Suite 500, Cambridge,

List of Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Codiak Securities Corporation Massachusetts

Regulation FD Disclosure, Financial Statements and Exhibits

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) November 30, 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 organiz

Codiak BioSciences Announces FDA Clearance of IND for exoASO™-STAT6; Patient Dosing Expected 1H 2022 – Codiak’s first engineered exosome therapeutic candidate for systemic administration – – Single agent anti-tumor effect observed in preclinical mode

Exhibit 99.1 Codiak BioSciences Announces FDA Clearance of IND for exoASO?-STAT6; Patient Dosing Expected 1H 2022 ? Codiak?s first engineered exosome therapeutic candidate for systemic administration ? ? Single agent anti-tumor effect observed in preclinical models via macrophage reprogramming ? ? Phase 1 trial will evaluate safety, tolerability, biomarkers and preliminary antitumor activity of ex

Regulation FD Disclosure, Financial Statements and Exhibits

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) November 16, 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 organiz

Codiak Reports Positive Initial Data for exoSTING™ Phase 1/2 Trial Indicating Tolerability, Immune Activation, and Evidence of Tumor Shrinkage in Injected and Non-Injected Tumors in the First Three Dose Escalation Cohorts – exoSTING resulted in local

Exhibit 99.1 Codiak Reports Positive Initial Data for exoSTING? Phase 1/2 Trial Indicating Tolerability, Immune Activation, and Evidence of Tumor Shrinkage in Injected and Non-Injected Tumors in the First Three Dose Escalation Cohorts ? exoSTING resulted in localized STING pathway activation and dose-dependent immune activation ? ? Intratumoral administration of exoSTING was well tolerated and dem

EXOSTINGTM FIRST-IN-HUMAN CLINICAL TRIAL UPDATE N o v e m b e r 1 6 , 2 0 2 1 EXOSTINGTM FIRST-IN-HUMAN CLINICAL TRIAL UPDATE N o v e m b e r 1 6 , 2 0 2 1

Exhibit 99.2 EXOSTINGTM FIRST-IN-HUMAN CLINICAL TRIAL UPDATE N o v e m b e r 1 6 , 2 0 2 1 EXOSTINGTM FIRST-IN-HUMAN CLINICAL TRIAL UPDATE N o v e m b e r 1 6 , 2 0 2 1 Forward-Looking Statements and Disclaimers These slides and the accompanying presentation contain forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. The use of wor

Entry into a Material Definitive Agreement

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) November 15, 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 organiz

CODIAK BIOSCIENCES, INC. 35 CambridgePark Drive, Suite 500 Cambridge, MA 02140

CODIAK BIOSCIENCES, INC. 35 CambridgePark Drive, Suite 500 Cambridge, MA 02140 November 12, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren S. Hamill RE: Codiak BioSciences, Inc. Registration Statement on Form S-3 Filed November 4, 2021 File No. 333-260781 Acceleration Request Dear Ms. Hamil

As filed with the Securities and Exchange Commission on November 4, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 4, 2021 Registration No.

Second Amendment to Loan and Security Agreement by and between the Registrant and Hercules Capital, Inc., dated September 16, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39615), filed on November 4, 2021).

Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 16, 2021 (the ?Amendment Effective Date?), is entered into by and among Codiak BioSciences, Inc., a Delaware corporation, and each of its Subsidiaries (hereinafter collectively referred to as the ?Borrower?), the several banks and other financi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 4, 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 organiza

Form of Subordinated Indenture

Exhibit 4.6 CODIAK BIOSCIENCES, INC. Issuer AND [?] Trustee INDENTURE Dated as of [?] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313

Sales Agreement by and between the Registrant and Jefferies LLC, dated November 4, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39615), filed on November 4, 2021).

Exhibit 10.1 OPEN MARKET SALE AGREEMENTSM November 4, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Codiak BioSciences, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

Codiak BioSciences Reports Third Quarter 2021 Financial Results and Recent Operational Progress – Announced strategic long-term exosome manufacturing collaboration with Lonza – – Initial data readout from exoSTING™ clinical trial expected in Q4 2021;

Exhibit 99.1 Codiak BioSciences Reports Third Quarter 2021 Financial Results and Recent Operational Progress ? Announced strategic long-term exosome manufacturing collaboration with Lonza ? ? Initial data readout from exoSTING? clinical trial expected in Q4 2021; initial data from exoIL-12 trial in CTCL patients now anticipated in H1 2022 ? ? Investigational New Drug (IND) application filing for e

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 4, 2021 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation) (Commissi

Form of Senior Indenture

Exhibit 4.5 CODIAK BIOSCIENCES, INC. Issuer AND [?] Trustee INDENTURE Dated as of [?] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) November 1, 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 organiza

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Exhibit 99.1 News Release Lonza to Acquire Codiak BioSciences Exosomes Manufacturing Facility and Establish a Long-Term Strategic Collaboration ? Lonza to acquire and operate Codiak?s Lexington, MA (US) facility and become the strategic manufacturing partner for Codiak?s pipeline ? Lonza and Codiak to establish a Center of Excellence focused on exosome manufacturing and characterization technologi

Termination of a Material Definitive Agreement

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) October 1, 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 organizat

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) September 16, 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 organi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 16, 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 organizat

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 tr

Exhibit 99.1 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 organizati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) July 6, 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

Submission of Matters to a Vote of Security Holders

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): June 18, 2021 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) May 17, 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) May 10, 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

Codiak Appoints Jennifer Wheler, M.D., as Chief Medical Officer – Former Principal Investigator at MD Anderson Cancer Center and immuno-oncology drug developer at Novartis joins Codiak leadership – – Benny Sorensen, M.D, Ph.D. named SVP, Strategic Pr

EX-99.1 3 d467786dex991.htm EX-99.1 Exhibit 99.1 Codiak Appoints Jennifer Wheler, M.D., as Chief Medical Officer – Former Principal Investigator at MD Anderson Cancer Center and immuno-oncology drug developer at Novartis joins Codiak leadership – – Benny Sorensen, M.D, Ph.D. named SVP, Strategic Projects – CAMBRIDGE, Mass., May 10, 2021 — Codiak BioSciences, Inc. (Nasdaq: CDAK), a clinical-stage b

Employment Agreement, dated April 19, 2021, by and between Codiak BioSciences, Inc. and Jennifer Wheler, M.D.

Exhibit 10.1 April 19, 2021 Jennifer Wheler MD Re: Employment Agreement Dear Jennifer: We are very excited about the prospect of your joining Codiak BioSciences (?Codiak?)! It is a great time to be joining the Codiak team. This letter agreement (the ?Agreement?) is made as of April 19, 2021 between Codiak BioSciences, Inc., a Delaware corporation (?Codiak? or the ?Company?), and Jennifer Wheler MD

Codiak BioSciences Reports First Quarter 2021 Financial Results and Operational Progress – Key clinical data from first in-human studies of engineered exosome therapeutic candidates, exoIL-12™ and exoSTING™, expected this year – – Data from multiple

Exhibit 99.1 Codiak BioSciences Reports First Quarter 2021 Financial Results and Operational Progress ? Key clinical data from first in-human studies of engineered exosome therapeutic candidates, exoIL-12? and exoSTING?, expected this year ? ? Data from multiple preclinical programs to be presented at ASGCT 2021 showing broad potential applications for engineered exosomes ? CAMBRIDGE, Mass., May 6

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d32775d8k.htm 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) May 6, 2021 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorp

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

definitive proxy statement

DEF 14A 1 d115463ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Regulation FD Disclosure

8-K 1 d171635d8k.htm 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) April 2, 2021 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organiz

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 24, 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 organizati

List of Subsidiaries of the Registrant.

EX-21.1 5 cdak-ex211887.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Codiak Securities Corporation Massachusetts

Codiak BioSciences Reports Fourth Quarter and Full Year 2020 Financial Results and Operational Progress – First human proof-of-concept data from exoIL-12™ program confirmed desired product profile and enabled dose selection for further evaluation in

EX-99.1 2 d118984dex991.htm EX-99.1 Exhibit 99.1 Codiak BioSciences Reports Fourth Quarter and Full Year 2020 Financial Results and Operational Progress – First human proof-of-concept data from exoIL-12™ program confirmed desired product profile and enabled dose selection for further evaluation in patients – – On track to report biomarker, safety and clinical anti-tumor efficacy results in cancer

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d118984d8k.htm 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) March 17, 2021 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of in

Amended and Restated By-laws of Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2021).

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF CODIAK BIOSCIENCES, INC. (the “Corporation”) Stockholders SECTION 1.Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may su

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39615 CODIAK BIOSCIEN

Exhibit 4.3

EX-4.3 4 cdak-ex43888.htm EX-4.3 Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following descriptions are summaries of the material terms of our amended and restated certificate of incorporation and amended and restated by-laws, each of which is incorporated by reference as an exhibit to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. We refer in this s

Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2021).

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. Codiak BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1.The name of the Corporation is Codiak BioSciences, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of St

- S-8

As filed with the Securities and Exchange Commission on March 17, 2021 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) March 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 organizatio

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Codiak Biosciences, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Codiak BioSciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Se

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Codiak BioSciences, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 192010 10 6 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

2,750,000 shares Common stock

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-252888 Registration No. 333-253020 2,750,000 shares Common stock We are offering 2,750,000 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Market under the symbol ?CDAK.? On February 11, 2021, the last reported sale price of our common stock on the Nasdaq Global Market was $24.58 pe

- S-1MEF

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 organ

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CORRESP 1 filename1.htm February 9, 2021 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Margaret Schwartz Re: Codiak BioSciences, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-252888 Ladies and Gentleman: As representatives of the several underwriters of the Company’s propo

Power of Attorney

S-1 Table of Contents As filed with the Securities and Exchange Commission on February 9, 2021 Registration No.

Employment Agreement by and between the Registrant and Yalonda Howze, dated September 23, 2020.

EX-10.12 Exhibit 10.12 September 23, 2020 Yalonda Howze 7 Linnaean St. Cambridge, MA 02138 Re: Employment Agreement Dear: Yalonda: This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Yalonda Howze (the “Executive”) (together, the “parties”) and is effective as of, and conditioned on, the

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CORRESP 1 filename1.htm Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 goodwinlaw.com +1 (212) 813-8800 VIA EDGAR February 9, 2021 Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Margaret Schwartz Re: Codiak BioSciences, Inc. Acceleration Request for Regis

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 [•] Shares Codiak BioSciences, Inc. UNDERWRITING AGREEMENT February [•], 2021 Goldman Sachs & Co. LLC Evercore Group L.L.C. William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o Evercore Group L.L.C. 55 East 52nd St

Codiak Reports Additional Positive Phase 1 Results for exoIL-12™ Confirming Local Pharmacology and Dose Selection for Safety and Efficacy Trial in Early-Stage Cutaneous T Cell Lymphoma Patients – Pharmacodynamic results confirm localized exoIL-12 pha

EX-99.1 Exhibit 99.1 Codiak Reports Additional Positive Phase 1 Results for exoIL-12™ Confirming Local Pharmacology and Dose Selection for Safety and Efficacy Trial in Early-Stage Cutaneous T Cell Lymphoma Patients – Pharmacodynamic results confirm localized exoIL-12 pharmacologic activity without systemic IL-12 exposure – – Plan to initiate multi-dose study in CTCL patients, with data anticipated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.    )* Codiak BioSciences, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.    )* Codiak BioSciences, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 192010106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate

Financial Statements and Exhibits, Other Events

8-K 1 d75669d8k.htm 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) February 4, 2021 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 20, 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 org

Financial Statements and Exhibits, Other Events - 8-K

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): December 30, 2020 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of incorporation or or

Codiak Reports Positive Initial Phase 1 Results for exoIL-12™ Demonstrating Tolerability and Absence of Systemic IL-12 Exposure in Healthy Volunteers – exoIL-12 resulted in no local or systemic treatment-related adverse events – – Local administratio

EX-99.1 Exhibit 99.1 Codiak Reports Positive Initial Phase 1 Results for exoIL-12™ Demonstrating Tolerability and Absence of Systemic IL-12 Exposure in Healthy Volunteers – exoIL-12 resulted in no local or systemic treatment-related adverse events – – Local administration of exoIL-12 demonstrated no systemic exposure to IL-12 – – Dose selection data and advancement into multi-dose study in cutaneo

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DRS Table of Contents Confidential Treatment Requested by Codiak Biosciences, Inc.

Codiak BioSciences Reports Third Quarter 2020 Financial Results and Operational Progress – Human clinical testing now underway with Codiak’s first two candidates, exoIL-12™ and exoSTING™ – - Initial safety results and preliminary systemic exposure/ph

Exhibit 99.1 Codiak BioSciences Reports Third Quarter 2020 Financial Results and Operational Progress – Human clinical testing now underway with Codiak’s first two candidates, exoIL-12™ and exoSTING™ – - Initial safety results and preliminary systemic exposure/pharmacokinetics of exoIL-12 in healthy volunteers anticipated YE 2020— - Biomarker, safety and clinical outcome results in cancer patients

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d45892d8k.htm 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) November 19, 2020 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39615 47-4926530 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39615 CODIAK BIOSCIENCES, INC.

Form S-8

S-8 As filed with the Securities and Exchange Commission on October 16, 2020. 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)

5,500,000 shares Common stock

424B4 1 d27892d424b4.htm 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-248692 5,500,000 shares Common stock This is an initial public offering of shares of common stock by Codiak BioSciences, Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $15.00 per share. Our common stock has been approved for

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Codiak BioSciences, Inc. (Exact name of registrant as specified in its charter) Delaware 47-4926530 (State of incorporation or organization) (I.R.S. Employer Identification No.) 35 Cambridge

[Signature page follows]

CORRESP 1 filename1.htm Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 VIA EDGAR October 8, 2020 Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Courtney Lindsay & Ms. Suzanne Hayes Re: Codiak BioSciences, Inc. Acceleration Request

[Signatures follow]

October 8, 2020 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Courtney Lindsay Suzanne Hayes Re: Codiak BioSciences, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-248692 Ladies and Gentleman: In connection with the above-referenced Registration Statement, we wish to advise

Employment Agreement by and between the Registrant and Douglas E. Williams, Ph.D. dated September 23, 2020 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.9 Exhibit 10.9 September 23, 2020 Douglas Williams, Ph.D. 509 East 2nd Street #9 Boston, MA 02127 Re: Employment Agreement Dear Doug: This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Douglas Williams, Ph.D. (the “Executive”) (together, the “parties”) and is effective as of, and c

Executive Severance Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.6 Exhibit 10.6 CODIAK BIOSCIENCES, INC. EXECUTIVE SEVERANCE PLAN The Executive Severance Plan is issued by Codiak BioSciences, Inc. (the “Company”). Capitalized but undefined terms are defined in Section 7 below. This Plan shall become effective upon the closing of the Company’s initial public offering (“Effective Date”). 1. Severance Eligibility. The Executive is eligible for severance comp

Employment Agreement by and between the Registrant and Linda C. Bain, dated September 23, 2020 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.10 Exhibit 10.10 September 23, 2020 Linda Bain 68 Hancock Street Lexington, MA 02420 Re: Employment Agreement Dear Linda: This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Linda Bain (the “Executive”) (together, the “parties”) and is effective as of, and conditioned on, the closin

2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.3 Exhibit 10.3 CODIAK BIOSCIENCES, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Codiak BioSciences, Inc. 2020 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Codiak BioSciences, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per sha

Fourth Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-3.2 Exhibit 3.2 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. Codiak BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Codiak BioSciences, Inc. The date of the filing of its original Certificate of Incorporation with the Secreta

Form of Indemnification Agreement by and between the Registrant and each of its executive officers (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.8 Exhibit 10.8 CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreemenst (“Agreement”) is made as of [] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1 RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve

Non-Employee Director Compensation Practices (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.4 Exhibit 10.4 CODIAK BIOSCIENCES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PRACTICES The purpose of this Non-Employee Director Compensation Practices (the “Practices”) of Codiak BioSciences, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees

Employment Agreement by and between the Registrant and Ajay Verma, M.D., Ph.D., dated September 23, 2020 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.11 Exhibit 10.11 September 23, 2020 Ajay Verma, M.D., Ph.D. 419 Charles River Street Needham, MA 02492 Re: Employment Agreement Dear Ajay: This letter agreement (the “Agreement”) is made as of September 23, 2020 between Codiak BioSciences, Inc., a Delaware corporation (“Codiak” or the “Company”), and Ajay Verma, M.D., Ph.D (the “Executive”) (together, the “parties”) and is effective as of, a

2015 Stock Option and Grant Plan, as amended, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.1 Exhibit 10.1 CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Codiak BioSciences, Inc., a Delaware corporat

Third Amended and Restated Certificate of Incorporation of Registrant, as amended, as currently in effect.

EX-3.1 Exhibit 3.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Codiak BioSciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”)

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 [●] Shares Codiak BioSciences, Inc. UNDERWRITING AGREEMENT [•], 2020 Goldman Sachs & Co. LLC Evercore Group L.L.C. William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o Evercore Group L.L.C. 55 East 52nd Street New

Form of Indemnification Agreement by and between the Registrant and each of its directors (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.7 Exhibit 10.7 CODIAK BIOSCIENCES, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve

2020 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.2 Exhibit 10.2 CODIAK BIOSCIENCES, INC. 2020 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. SECTION 2. ADMINISTRATION OF

Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-10.5 Exhibit 10.5 CODIAK BIOSCIENCES, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Codiak BioSciences, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals an

Amended and Restated By-laws of Registrant (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-3.4 Exhibit 3.4 SECOND AMENDED AND RESTATED BY-LAWS OF CODIAK BIOSCIENCES, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, dat

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-4.1 Exhibit 4.1 CB Codiak BioSciences, Inc. INCORPORATED OF THE STATE UNDER OF DELAWARE THE LAWS CUSIP 192010 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that By: AMERICAN is the record holder of COUNTERSIGNED AND FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF STOCK Codiak BioSciences, Inc. transferable on the books of the corporatio

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 7, 2020 Registration No.

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Daniel A. Lang + 212 459 7095 [email protected] Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 October 5, 2020 VIA SEC PORTAL AND EDGAR Mr. Courtney Lindsay Ms. Suzanne Hayes Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Codiak BioScienc

* * * * *

CORRESP Daniel A. Lang +1 212 459 7095 [email protected] Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 September 25, 2020 VIA SEC PORTAL AND EDGAR Mr. Courtney Lindsay Ms. Suzanne Hayes Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Codi

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A

Daniel A. Lang Partner +1 212 459 7095 [email protected] Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 goodwinlaw.com +1 212 813 8800 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS B

2015 Stock Option and Grant Plan, as amended, and forms of award agreements thereunder.

EX-10.1 Exhibit 10.1 CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Codiak BioSciences, Inc., a Delaware corporat

Loan and Security Agreement by and between the Registrant and Hercules Capital, Inc., dated September 30, 2019.

EX-10.16 Exhibit 10.16 Execution Version LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2019 and is entered into by and among CODIAK BIOSCIENCES, INC., a Delaware corporation, and each of its Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time part

Lease Agreement by and between the Registrant and DIV 35 CPD, LLC, dated March 22, 2019, as amended by that certain First Amendment to Lease, dated October 22, 2019.

EX-10.12 Exhibit 10.12 Execution Copy LEASE between DIV 35 CPD, LLC, as Landlord and Codiak BioSciences, Inc., as Tenant 35 CambridgePark Drive Cambridge, Massachusetts Effective as of March 22, 2019 TABLE OF CONTENTS ARTICLE 1 GRANT 1 ARTICLE 2 TERM 3 ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES 4 ARTICLE 4 RENT AND SECURITY 4 ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EX

Third Amended and Restated Certificate of Incorporation of Registrant, as amended, as currently in effect.

EX-3.1 Exhibit 3.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Codiak BioSciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”)

Power of Attorney.

S-1 Table of Contents As filed with the Securities and Exchange Commission on September 9, 2020 Registration No.

* * * * *

CORRESP 1 filename1.htm Daniel A. Lang +1 212 459 7095 [email protected] Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 September 9, 2020 Mr. Courtney Lindsay Ms. Suzanne Hayes Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Codiak BioScie

Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated November 17, 2017 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248692), filed on October 7, 2020).

EX-4.2 Exhibit 4.2 EXECUTION VERSION CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 6 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification

Amended and Restated By-laws of Registrant, as currently in effect.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BY-LAWS of CODIAK BIOSCIENCES, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting

List of Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Codiak Securities Corporation Massachusetts

Lease Agreement by and between the Registrant and King 4 Hartwell Place, LLC, dated March 5, 2019.

EX-10.11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Exhibit 10.11 4 HARTWELL PLACE LEXINGTON, MASSACHUSETTS 02421 LEASE SUMMARY SHEET Execution Date: March 5, 2019 Tenant: Codiak Biosciences, Inc., a Delaware corporation Tenant’s Mailing Addres

Collaboration and License Agreement by and between the Registrant and Jazz Pharmaceuticals Ireland Limited, dated January 2, 2019.

EX-10.14 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”, SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Exhibit 10.14 COLLABORATION AND LICENSE AGREEMENT by and between CODIAK BIOSCIENCES, INC. and JAZZ PHARMACEUTICALS IRELAND LIMITED

Research License and Option Agreement by and between the Registrant and Sarepta Therapeutics, Inc., dated June 17, 2020.

EX-10.15 Exhibit 10.15 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. RESEARCH LICENSE AND OPTION AGREEMENT This Research License and Option Agreement (“Agreement”) is effective as of Jun

License Agreement by and between the Registrant and Kayla Therapeutics, S.A.S., dated November 6, 2018.

EX-10.13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”, SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Exhibit 10.13 LICENSE AGREEMENT This License Agreement (this “Agreement”) is effective as of November 6, 2018 (the “Effective Date”

COLLABORATION AND LICENSE AGREEMENT by and between CODIAK BIOSCIENCES, INC. JAZZ PHARMACEUTICALS IRELAND LIMITED

EX-10.14 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”, SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Exhibit 10.14 COLLABORATION AND LICENSE AGREEMENT by and between CODIAK BIOSCIENCES, INC. and JAZZ PHARMACEUTICALS IRELAND LIMITED

-

DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 6, 2020.

AMENDED AND RESTATED BY-LAWS CODIAK BIOSCIENCES, INC. (the “Corporation”)

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BY-LAWS of CODIAK BIOSCIENCES, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting

LEASE DIV 35 CPD, LLC, as Landlord Codiak BioSciences, Inc., as Tenant 35 CambridgePark Drive Cambridge, Massachusetts Effective as of March 22, 2019

EX-10.12 Exhibit 10.12 Execution Copy LEASE between DIV 35 CPD, LLC, as Landlord and Codiak BioSciences, Inc., as Tenant 35 CambridgePark Drive Cambridge, Massachusetts Effective as of March 22, 2019 TABLE OF CONTENTS ARTICLE 1 GRANT 1 ARTICLE 2 TERM 3 ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES 4 ARTICLE 4 RENT AND SECURITY 4 ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EX

CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN

EX-10.1 Exhibit 10.1 CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Codiak BioSciences, Inc., a Delaware corporat

RESEARCH LICENSE AND OPTION AGREEMENT

EX-10.15 Exhibit 10.15 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. RESEARCH LICENSE AND OPTION AGREEMENT This Research License and Option Agreement (“Agreement”) is effective as of Jun

SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Codiak Securities Corporation Massachusetts

EX-21.1 Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Codiak Securities Corporation Massachusetts

CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 EXECUTION VERSION CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 6 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Codiak BioSciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”)

LOAN AND SECURITY AGREEMENT

EX-10.16 Exhibit 10.16 Execution Version LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2019 and is entered into by and among CODIAK BIOSCIENCES, INC., a Delaware corporation, and each of its Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time part

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED

EX-10.11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Exhibit 10.11 4 HARTWELL PLACE LEXINGTON, MASSACHUSETTS 02421 LEASE SUMMARY SHEET Execution Date: March 5, 2019 Tenant: Codiak Biosciences, Inc., a Delaware corporation Tenant’s Mailing Addres

LICENSE AGREEMENT

EX-10.13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”, SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Exhibit 10.13 LICENSE AGREEMENT This License Agreement (this “Agreement”) is effective as of November 6, 2018 (the “Effective Date”

July 1, 2019

RW July 1, 2019 VIA FEDERAL EXPRESS AND EDGAR Julie Griffith Dietrich King Division of Corporation Finance Office of Healthcare & Insurance Securities and Exchange Commission 100 F Street, N.

Form of Amended and Restated Certificate of Incorporation of Registrant, to be in effect upon completion of this offering.

Exhibit 3.2 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. Codiak BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Codiak BioSciences, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of S

Form of Indemnification Agreement between the Registrant and each of its directors, to be in effect upon completion of this offering.

Exhibit 10.6 CODIAK BIOSCIENCES, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the ?Company?), and [Director] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Com

Form of Indemnification Agreement between the Registrant and each of its executive officers, to be in effect upon completion of this offering.

Exhibit 10.7 CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the ?Company?), and [Officer] (?Indemnitee?).1 RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Comp

Patent and Technology License Agreement between the Registrant and The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center, dated November 10, 2015, as amended by the First Amendment on April 26, 2018.

Exhibit 10.11 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED PATENT AND TECHNOLOGY LICENSE AGREEMENT This Patent and Technology License Agreement (?AGREEMENT?) is made on this 10th day of November, 2015, by and between THE BOARD OF REGENTS (?BOARD?

Lease Agreement between the Registrant and DIV 35 CPD, LLC, dated March 22, 2019.

Exhibit 10.10 Execution Copy LEASE between DIV 35 CPD, LLC, as Landlord and Codiak BioSciences, Inc., as Tenant 35 CambridgePark Drive Cambridge, Massachusetts Effective as of March 22, 2019 TABLE OF CONTENTS ARTICLE 1 GRANT 1 ARTICLE 2 TERM 3 ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES 4 ARTICLE 4 RENT AND SECURITY 4 ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EXPENSES 7

Lease Agreement between the Registrant and ARE Tech Square, LLC dated January 15, 2016.

Exhibit 10.8 LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 15th day of January, 2016, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (?Landlord?), and CODIAK BIOSCIENCES, INC., a Delaware corporation (?Tenant?). BASIC LEASE PROVISIONS Address: 500 Technology Square, Cambridge, Massachusetts Premises: That portion of the Building containing approximately 19,823 rentabl

Third Amended and Restated Certificate of Incorporation of Registrant, as currently in effect.

Exhibit 3.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Codiak BioSciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES

2015 Stock Option and Grant Plan, as amended and forms of award agreements thereunder.

Exhibit 10.1 CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Codiak BioSciences, Inc., a Delaware corporation (inc

Amended and Restated By-laws of Registrant, as currently in effect.

Exhibit 3.3 AMENDED AND RESTATED BY-LAWS of CODIAK BIOSCIENCES, INC. (the ?Corporation?) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is est

License Agreement between the Registrant and Kayla Therapeutics, S.A.S., dated November 6, 2018.

Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED LICENSE AGREEMENT This License Agreement (this ?Agreement?) is effective as of November 6, 2018 (the ?Effective Date?), by and between Kayla Therapeutics S.A.S., a corporation organized u

Collaboration and License Agreement between the Registrant and Jazz Pharmaceuticals Ireland Limited, dated January 2, 2019.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Exhibit 10.

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Codiak Securities Corporation Massachusetts

Form of Amended and Restated By-laws of Registrant, to be in effect upon the effectiveness of this registration statement.

Exhibit 3.4 SECOND AMENDED AND RESTATED BY-LAWS OF CODIAK BIOSCIENCES, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and p

As filed with the Securities and Exchange Commission on April 29, 2019.

Table of Contents As filed with the Securities and Exchange Commission on April 29, 2019.

Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated November 17, 2017.

Exhibit 4.2 EXECUTION VERSION CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 6 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9

Sponsored Research Agreement between the Registrant and The Board of Regents of the University of Texas System, on behalf of The M.D. Anderson Cancer Center, dated February 1, 2016, as amended by the First Amendment on February 14, 2017 and the Second Amendment on April 26, 2018.

Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SPONSORED RESEARCH AGREEMENT This Sponsored Research Agreement (?Agreement?) is by and between The University of Texas M. D. Anderson Cancer Center (?Institution?), a member institution o

Lease Agreement between the Registrant and King 4 Hartwell Place, LLC, dated March 5, 2019.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED Exhibit 10.

CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT

Exhibit 10.15 CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the ?Company?), and [Officer] (?Indemnitee?).1 RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Com

LEASE DIV 35 CPD, LLC, as Landlord Codiak BioSciences, Inc., as Tenant 35 CambridgePark Drive Cambridge, Massachusetts Effective as of March 22, 2019

EX-10.14 2 filename2.htm Exhibit 10.14 Execution Copy LEASE between DIV 35 CPD, LLC, as Landlord and Codiak BioSciences, Inc., as Tenant 35 CambridgePark Drive Cambridge, Massachusetts Effective as of March 22, 2019 TABLE OF CONTENTS ARTICLE 1 GRANT 1 ARTICLE 2 TERM 3 ARTICLE 3 COMPLETION AND OCCUPANCY OF THE PREMISES 4 ARTICLE 4 RENT AND SECURITY 4 ARTICLE 5 ADDITIONAL RENT FOR REAL ESTATE TAXES

As confidentially submitted to the Securities and Exchange Commission on April 17, 2019. This Amendment No. 3 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remai

DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 17, 2019.

CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT

EX-10.16 5 filename5.htm Exhibit 10.16 CODIAK BIOSCIENCES, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1 RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Ind

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CODIAK BIOSCIENCES, INC.

EX-3.2 Exhibit 3.2 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. Codiak BioSciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Codiak BioSciences, Inc. The date of the filing of its original Certificate of Incorporation with the Secreta

SECOND AMENDED AND RESTATED CODIAK BIOSCIENCES, INC. (the “Corporation”) ARTICLE I

EX-3.4 3 filename3.htm Exhibit 3.4 SECOND AMENDED AND RESTATED BY-LAWS OF CODIAK BIOSCIENCES, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors,

As confidentially submitted to the Securities and Exchange Commission on April 4, 2019. This Amendment No. 2 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remain

DRS/A Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 4, 2019.

CODIAK BIOSCIENCES, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT

EX-10.6 Exhibit 10.6 CODIAK BIOSCIENCES, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Codiak BioSciences, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF

EX-10.9 2 filename2.htm [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Exhibit 10.9 4 HARTWELL PLACE LEXINGTON, MASSACHUSETTS 02421 LEASE SUMMARY SHEET Execution Date: March 5, 201

As confidentially submitted to the Securities and Exchange Commission on March 22, 2019. This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remai

As confidentially submitted to the Securities and Exchange Commission on March 22, 2019.

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF

EX-10.13 3 filename3.htm [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Exhibit 10.13 COLLABORATION AND LICENSE AGREEMENT by and between CODIAK BIOSCIENCES, INC. and JAZZ PHARMACEU

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF

Exhibit 10.12 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED LICENSE AGREEMENT This License Agreement (this ?Agreement?) is effective as of November 6, 2018 (the ?Effective Date?),

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF

EX-10.10 Exhibit 10.10 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PATENT AND TECHNOLOGY LICENSE AGREEMENT This Patent and Technology License Agreement (“AGREEMENT”) is made on

LEASE AGREEMENT

EX-10.8 Exhibit 10.8 LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 15th day of January, 2016, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and CODIAK BIOSCIENCES, INC., a Delaware corporation (“Tenant”). BASIC LEASE PROVISIONS Address: 500 Technology Square, Cambridge, Massachusetts Premises: That portion of the Building containing approximately 19,823

CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 EXECUTION VERSION CODIAK BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 6 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 10 2.8 Indemnification

As confidentially submitted to the Securities and Exchange Commission on March 6, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 6, 2019.

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 Exhibit 3.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODIAK BIOSCIENCES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Codiak BioSciences, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”)

AMENDED AND RESTATED BY-LAWS CODIAK BIOSCIENCES, INC. (the “Corporation”)

EX-3.3 3 filename3.htm Exhibit 3.3 AMENDED AND RESTATED BY-LAWS of CODIAK BIOSCIENCES, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for th

CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN

Exhibit 10.1 CODIAK BIOSCIENCES, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Codiak BioSciences, Inc. 2015 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Codiak BioSciences, Inc., a Delaware corporation (inc

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF

Exhibit 10.11 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED SPONSORED RESEARCH AGREEMENT This Sponsored Research Agreement (?Agreement?) is by and between The University of Texas