kod-s8.htm

Palo Alto, California 94304
(Address, including zip code, of principal executive
offices)

(650) 281-0850
(Name, address and telephone number, including
area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

This Registration Statement on Form S-8 is being filed by Kodiak Sciences Inc. (the “Registrant”) for the purpose of registering an additional 2,073,050 shares of the Registrant’s Common Stock, par value $0.0001 per share (“Common Stock”), under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”), pursuant to the provisions of the 2018 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2018 Plan.

These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the 2018 Plan are effective. The Registrant previously registered shares of its Common Stock for issuance under the 2018 Plan on Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 9, 2018 (No. 333-227755), May 15, 2019 (No. 333-231503), and March 1, 2021 (No. 333-253751) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of such Prior Registration Statements are incorporated by reference into this Registration Statement.

				Incorporated by Reference
Exhibit Number		Exhibit Description	Form	File No.	Exhibit	Filing Date
4.1		Amended and Restated Certificate of Incorporation of Kodiak Sciences Inc., as currently in effect.	10-Q	3001-38682	3.1	November 16, 2018

4.2		Amended and Restated Bylaws of Kodiak Sciences Inc., as currently in effect.	10-Q	001-38682	3.2	November 16, 2018

4.3		Form of Common Stock Certificate of the Company.	S-1/A	333-227237	4.1	September 24, 2018

4.4		Form of Class B Share Warrant.	S-1	333-227237	4.5	September 7, 2018

5.1*		Opinion of Cooley LLP

23.1*		Consent of Independent Registered Public Accounting Firm

23.2*		Consent of Cooley LLP (contained in Exhibit 5.1 hereto)

24.1*		Power of Attorney (contained on signature page hereto)

99.1		2018 Equity Incentive Plan	S-1/A	333-227237	10.6	September 24, 2018
107*		Filing Fee Table
*	Filed herewith

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, California, on the 10^th day of May, 2022.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Victor Perlroth and John Borgeson as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director or officer of Kodiak Sciences Inc.) to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Victor Perlroth	Chairman and Chief Executive Officer	May 10, 2022
Victor Perlroth, M.D.	(Principal Executive Officer)
/s/ John Borgeson	Chief Financial Officer	May 10, 2022
John Borgeson	(Principal Financial and Accounting Officer)
/s/ Felix J. Baker	Director	May 10, 2022
Felix J. Baker, Ph.D.
/s/ Charles Bancroft	Director	May 10, 2022
Charles Bancroft /s/ Bassil I. Dahiyat	Director	May 10, 2022
Bassil I. Dahiyat, Ph.D.
/s/ Richard S. Levy	Director	May 10, 2022
Richard S. Levy, M.D.
/s/ Robert A. Profusek	Director	May 10, 2022
Robert A. Profusek, J.D.
/s/ Taiyin Yang	Director	May 10, 2022
Taiyin Yang, Ph.D.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Delaware (State or other jurisdiction of incorporation or organization)		27-0476525 (I.R.S. Employer Identification No.)

KODIAK SCIENCES INC.

By:		/s/ Victor Perlroth
		Victor Perlroth, M.D.
		Chairman and Chief Executive Officer