Item 1.01. Entry into a Material Definitive Agreement.
On September 16, 2021, Codiak BioSciences, Inc. (the "Company") entered into the
Second Amendment (the "Second Amendment") to Loan and Security Agreement, which
amended that certain Loan and Security Agreement, dated as of September 30,
2019, as amended pursuant to that certain First Amendment to Loan and Security
Agreement, dated as of April 20, 2020, by and among the Company and each of its
subsidiaries, the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), and Hercules Capital, Inc.,
in its capacity as administrative agent and collateral agent for itself and the
Lenders (the "Loan Agreement").
The Second Amendment makes certain changes to the Loan Agreement, including,
among other things, (i) increasing the time for the Company to draw on the third
and fourth loan tranche commitments under the Loan Agreement from June 30, 2021
to December 15, 2021 and from December 15, 2021 to the expiration of the period
in which interest-only payments on borrowings under the Loan Agreement are
required, respectively; (ii) adding a fifth loan tranche commitment under the
Loan Agreement in the amount of up to $20 million through September 30, 2023,
upon satisfaction of certain clinical milestones; (iii) lowering the variable
per annum rate of interest on borrowings under the Loan Agreement from the
greater of (a) 9.00% plus the prime rate as reported in the Wall Street Journal
minus 5.25% and (b) 9.00% to the greater of (a) 8.25% plus the prime rate as
reported in the Wall Street Journal minus 3.25% and (b) 8.25%; (iv) extending
the expiration of the period in which interest-only payments on borrowings under
the Loan Agreement are required from May 1, 2022 to October 1, 2023; (v) further
extending the expiration of the period in which interest-only payments on
borrowings under the Loan Agreement are required from November 1, 2022 to
October 1, 2024 in the event certain conditions as set forth in the Second
Amendment are satisfied; and (vi) extending the maturity date for the term loans
under the Loan Agreement from October 1, 2024 to October 1, 2025. Following the
effective time of the Second Amendment, an aggregate of $85 million, subject to
the terms and conditions of the Loan Agreement, may be made available to the
Company for borrowing, $25 million of which was funded prior to the date of the
Second Amendment.
The above description of the Second Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Second
Amendment, a copy of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ending September 30, 2021 and will
be incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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