(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 192010106
|
13D |
Page
2 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARCH Venture Fund VIII, L.P.
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098 shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098
shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 192010106
|
13D |
Page
3 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARCH
Venture Fund VIII Overage, L.P.
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098 shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098 shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 192010106
|
13D |
Page
4 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARCH
Venture Partners VIII, L.P.
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098 shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098 shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 192010106
|
13D |
Page
5 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARCH
Venture Partners VIII, LLC
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098 shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098
shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 192010106
|
13D |
Page
6 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Nelsen
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098
shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098
shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 192010106
|
13D |
Page
7 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Crandell
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098 shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0 Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098 shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 192010106
|
13D |
Page
8 of 15 Pages |
1 |
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clinton Bybee
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7 |
|
SOLE
VOTING POWER
0
Shares
|
|
8 |
|
SHARED
VOTING POWER
8,854,098 shares
|
|
9 |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10 |
|
SHARED
DISPOSITIVE POWER
8,854,098 shares
|
|
|
|
|
|
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,854,098 shares
|
|
|
12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
|
|
|
14 |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 192010106
|
13D |
Page
9 of 15 Pages |
Schedule 13D
| Item 1. | Security and Issuer. |
This statement on Schedule 13D relates to the Common Stock, $0.0001 par
value per share (the “Common Stock”), of Codiak Biosciences, Inc. (the “Issuer”) having its principal executive
office at 35 Cambridge Park Drive, Suite 500, Cambridge, MA 02140.
| Item
2. | Identity
and Background. |
| (a) | This
statement is being filed by: (1) ARCH Venture Fund VIII, L.P. (“ARCH Venture Fund VIII”),
(2) ARCH Venture Fund VIII Overage, L.P. (“ARCH Venture Fund VIII Overage”),
(3) ARCH Venture Partners VIII, L.P. (“AVP VIII LP”), which is the sole
general partner of ARCH Venture Fund VIII, (4) ARCH Venture Partners VIII, LLC (“AVP
VIII LLC”), which is the sole general partner of AVP VIII LP and ARCH Venture Fund
VIII Overage, (5) Clinton Bybee (“Bybee”), (6) Keith Crandell (“Crandell”),
and (7) Robert Nelsen (“Nelsen” and, together with Bybee and Crandell, collectively,
the “Managing Directors” and each individually, a “Managing Director”).
Each of the individuals and entities above shall be referred to herein individually as a
“Reporting Person” and collectively as the “Reporting Persons”. |
| (b) | The
business address of each of the Reporting Persons is 8755 West Higgins Road, Suite 1025,
Chicago, IL, 60631. |
| (c) | The
principal business of ARCH Venture Fund VIII and ARCH Venture Fund VIII Overage is to invest
and assist in developmental and emerging businesses located principally in the United States.
The principal business of AVP VIII LP is to act as the general partner of ARCH Venture Fund
VIII. The principal business of AVP VIII LLC is to act as the general partner of AVP
VI LP and ARCH Venture Fund VIII Overage. The principal business of each of the Managing
Directors is to act as managing directors of AVP VIII LLC and a number of affiliated partnerships
with similar businesses. |
| (d) | During
the five years prior to the date hereof, none of the Reporting Persons has been convicted
in a criminal proceeding. |
| (e) | During
the five years prior to the date hereof, none of the Reporting Persons has been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction ending
in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation with respect
to such laws. |
| (f) | Each
of ARCH Venture Fund VIII, ARCH Venture Fund VIII Overage and AVP VIII LP is a Delaware limited
partnership. AVP VIII LLC is a Delaware limited liability company. Each of the
Managing Directors is a United States citizen. |
| Item
3. | Source
and Amount of Funds or Other Consideration. |
On
September 13, 2022, ARCH Venture Fund VIII participated in a follow-on offering of shares of Common Stock of the Issuer by purchasing
5,000,000 shares of Common Stock at a purchase price of $1.50 per share. ARCH Venture Fund VIII also received a warrant to purchase
5,000,000 shares of common stock at a strike price of $1.875 each.
The
working capital of ARCH Venture Fund VIII was the source of the funds for the purchase of its shares. No part of the purchase price
paid by this entity was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding,
trading or voting the shares of Common Stock described above. The total amount paid by ARCH Venture Fund VIII for securities purchased
in the above-listed transactions is as follows:
ARCH
Venture Fund VIII:
$7,500,000.00
CUSIP
No. 192010106
|
13D |
Page
10 of 15 Pages |
| Item 4. | Purpose
of Transaction. |
ARCH
Venture Fund VIII acquired the Common Stock for investment purposes. Depending on market conditions, the continuing evaluation
of the business and prospects of the Issuer and other factors, ARCH Venture Fund VIII and ARCH Venture Fund VIII Overage and other Reporting
Persons may dispose of or acquire additional shares of Common Stock of the Issuer.
Except
as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors
or management of the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization
or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's
business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer
to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated
above. |
| Item 5. | Interest in Securities of the Issuer. |
| (a) | ARCH Venture Fund VIII is the record owner of 7,503,903 shares of Common
Stock (“AVF VIII Record Shares”). AVP VIII LP, as the sole general partner of ARCH Venture Fund VIII, may be deemed to beneficially
own the AVF VIII Record Shares. AVP VIII LLC, as the sole general partner of AVP VIII LP, may be deemed to beneficially own the
AVF VIII Record Shares. |
CUSIP
No. 192010106
|
13D |
Page
11 of 15 Pages |
ARCH Venture Fund VIII Overage is the record
holder of 1,350,195 shares of Common Stock (“AVF VIII Overage Record Shares” and, together with the AVF VIII Record Shares,
the “Record Shares”). AVP VIII LLC, as the sole general partner of ARCH Venture Fund VIII Overage, may be deemed to
beneficially own the AVF VIII Overage Record Shares.
By virtue of their relationship as affiliated entities who have
overlapping general partners and managing directors, each entity and Reporting Person may be deemed to share the power to direct the disposition
and vote of the Record Shares. In addition, each of the Managing Directors may be deemed to share the power to direct the disposition
and vote of the Record Shares. Each Reporting Person disclaims beneficial ownership of all securities except for the shares, if any, held
of record by such Reporting Person.
The percentage of outstanding Common Stock of the Issuer which
may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet.
Such percentage was calculated based on the 35,878,864 shares of Common Stock reported by the Issuer to be outstanding as of September
12, 2022 in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on September 14, 2022. The outstanding
warrants are not included in the shares outstanding for the Issuer or the Reporting Persons.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets. |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets. |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets. |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has
effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, shares beneficially owned by any of the Reporting Persons. |
| Item 6. | Contracts, Arrangements,
Undertakings or Relationships with Respect to Securities of the Issuer. |
ARCH Venture Fund VIII
and ARCH Venture Fund VIII Overage are parties to that certain Amended and Restated Investors’ Rights Agreement, dated November
17, 2017 (the “Investor Rights Agreement”), which is attached as Exhibit 4.2 to the Issuer’s Form S-1 filed on September
9, 2020 and incorporated by reference herein. Effective as of the closing of the Issuer’s initial public offering, the covenants
relating to delivery of financial statements, inspection rights and observer rights set forth in Section 3, right to purchase additional
shares in section 4 and certain other covenants in section 5 were terminated. Pursuant to the Investor Rights Agreement, ARCH Venture
Fund VIII and ARCH Venture Fund VIII Overage have certain registration rights with respect to their Common Stock.
The Reporting Persons have agreed not to
sell shares of the Issuer’s securities for 90 days pursuant to lock-up agreements with the underwriter of the offering described
in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on September 14, 2022.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 – Agreement of Joint Filing
CUSIP
No. 192010106
|
13D |
Page
12 of 15 Pages |
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 20,
2022
ARCH VENTURE
FUND VIII, L.P.
By: ARCH
Venture Partners VIII, L.P.
its General Partner
By: ARCH
Venture Partners VIII, LLC
its General Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE
PARTNERS VIII, L.P.
By: ARCH
Venture Partners VIII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
VIII, LLC
By: *
Keith Crandell
Managing Director
ARCH VENTURE
FUND VIII OVERAGE, L.P.
By: ARCH
Venture Partners VIII, LLC
its General Partners
By: *
Keith Crandell
Managing Director
CUSIP
No. 192010106
|
13D |
Page
13 of 15 Pages |
ARCH VENTURE PARTNERS VIII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Clinton Bybee
*
Robert Nelsen
* By: /s/ Mark McDonnell
Mark McDonnell
Attorney-in-Fact
* This Schedule 13D was executed by Mark McDonnell pursuant to a Power of
Attorney filed as Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Codiak Biosciences, Inc. by the Reporting
Persons filed with the Securities and Exchange Commission on October 13, 2020 and incorporated herein in its entirety by reference.
CUSIP
No. 192010106
|
13D |
Page
14 of 15 Pages |
Exhibit
1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of Common Stock of Codiak Biosciences, Inc.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct
Dated:
September 20, 2022
ARCH VENTURE
FUND VIII, L.P.
By: ARCH
Venture Partners VIII, L.P.
its General Partner
By: ARCH
Venture Partners VIII, LLC
its General Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE
PARTNERS VIII, L.P.
By: ARCH
Venture Partners VIII, LLC
its General Partner
By: *
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS
VIII, LLC
By: *
Keith Crandell
Managing Director
ARCH VENTURE
FUND VIII OVERAGE, L.P.
By: ARCH
Venture Partners VIII, LLC
its General Partners
By: *
Keith Crandell
Managing Director
CUSIP
No. 192010106
|
13D |
Page
15 of 15 Pages |
ARCH VENTURE PARTNERS
VIII, LLC
By: *
Keith Crandell
Managing Director
*
Keith Crandell
*
Clinton Bybee
*
Robert Nelsen
* By: /s/ Mark
McDonnell
Mark McDonnell
as
Attorney-in-Fact
* This Agreement of Joint Filing was executed by Mark McDonnell pursuant
to a Power of Attorney filed as Exhibit 24 to the Form 3 relating to the beneficial ownership of shares of Codiak Biosciences, Inc. by
the Reporting Persons filed with the Securities and Exchange Commission on October 13, 2020 and incorporated herein in its entirety by
reference.