Kodiak Sciences Inc.

12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:26

Material Event (Form 8-K)

Item 8.01

Other Events.

On December 16, 2025, Kodiak Sciences Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Jefferies LLC, Evercore Group L.L.C. and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the public offering, issuance and sale (the "Offering") of 6,956,522 shares of its common stock, par value $0.0001 ("Common Stock"). The price to the public in the Offering was $23.00 per share of Common Stock, and the Underwriters agreed to purchase the shares from the Company pursuant to the Underwriting Agreement at a price of $21.62 per share. In addition, under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,043,478 shares of Common Stock at the public offering price, less underwriting discounts and commissions. On December 17, 2025, the Underwriters delivered to the Company a written notice pursuant to the Underwriting Agreement of the exercise in full by the Underwriters of the option to purchase the additional 1,043,478 shares. The issuance and sale of 8,000,000 shares of Common Stock (including the 1,043,478 shares of Common Stock pursuant to the Underwriters' option to purchase additional shares) was completed on December 18, 2025. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $184 million.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The Offering was made pursuant to an effective shelf registration statement on Form S-3(File No. 333-271946)and an accompanying prospectus previously filed with the SEC and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

Kodiak Sciences Inc. published this content on December 18, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 18, 2025 at 21:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]