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我们或出售证券持有人可能随时根据本招股说明书所述的价格和条款，在一次或多次发行中发行和销售我们普通股、优先股、债务证券、认股权证和/或购买上述任何证券的单位。我们或出售证券持有人也可能根据在此注册的任何证券的转换、赎回、回购、交换或行使而发行的证券进行发行，包括任何适用的反稀释条款。

本招股说明书对可能发行的证券进行了总体描述。每次我们或出售证券持有人根据本招股说明书发行证券时，我们将通过本招股说明书的若干份补充文件提供所发行证券的具体条款。我们还可能授权一份或多份自由文本招股说明书，在这些发行过程中提供给您。招股说明书补充文件和任何相关的自由文本招股说明书可能还会添加、更新或更改本招股说明书或我们已引用的文件中的信息。在投资任何正在发行的证券之前，请仔细阅读本招股说明书、适用的招股说明书补充文件和任何相关的自由文本招股说明书，以及任何引用的文件。

除非附有招股说明书补充文件，否则本招股说明书不得用于完成任何证券的销售。

我们的普通股在纳斯达克全球市场上市，交易代码为“KOD。”2026年10月19日，我们普通股的最后报告售价为每股91.35美元。适用的招股说明书补充文件将包含适用时的其他上市信息，如果有的话，包括适用的招股说明书补充文件所涵盖的证券在纳斯达克全球市场或其他证券市场或交易所的其他上市信息。

我们或出售证券的股东可能直接向投资者出售这些证券，或通过不时指定的代理人或通过承销商或交易商出售，以持续或延迟的方式进行。有关销售方法的更多信息，请参阅本招股说明书标题为“发行计划”的部分。如果任何代理人、承销商或交易商参与了与本招股说明书一同提供的任何证券的销售，其名称以及任何适用的费用、佣金、折扣和购买额外股份的选择权将在招股说明书补充文件中列明。此类证券的公开价格以及我们或出售证券的股东从此类销售中预期收到的净收益也将列明在招股说明书补充文件中。除非适用的招股说明书补充文件另有规定，否则我们不会从出售证券的股东出售证券中获得任何收益。

我们根据美国联邦证券法被定义为“较小报告公司”，因此可以选择遵守某些减少的上市公司报告要求。请参阅标题为“招股说明书摘要 - 作为较小报告公司的含义”的部分。

投资我们的证券涉及很高的风险。在做出投资决策之前，您应仔细审查本招股说明书第13页标题为“风险因素”的部分以及适用的招股说明书补充文件中包含的任何类似部分和我们为特定发行授权使用的任何自由文本招股说明书中的风险和不确定性，以及本招股说明书引用的其他文件中的类似标题部分。

证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未确定本招股说明书是否真实或完整。与此相反的任何陈述均为刑事犯罪。

本招股说明书的日期为2026年10月20日。


	页码
关于本招股说明书		1
招股说明书摘要		3
风险因素		13
关于前瞻性声明的特别说明		14
募集资金的使用		17
资本股票的描述		18
债务证券的描述		22
认股权证的描述		29
单位的描述		32
证券的法律所有权		33
出售证券持有人		37
发行计划		38
法律事项		41
专家		41
您可以找到更多信息的地方		41
引用纳入		41

本招股说明书是我们在证券交易委员会（“SEC”）提交的自动注册声明的一部分，该声明使用了根据《1933年证券法》（经修订）第405条定义的“知名资深发行人”身份，通过“搁架”注册流程提交的Form S-3表格。根据该搁架注册声明，我们或出售证券的持有人可以不定期地在一次或多次发行中，单独或组合地发行和出售本招股说明书所述的任何证券组合。本招股说明书所属的注册声明中，我们或出售证券的持有人可以出售的证券总数或金额没有限制。

本招股说明书向您提供了我们或出售证券的持有人可能发行的证券的一般描述。每次我们或出售证券的持有人根据本招股说明书发行证券时，我们将提供一份招股说明书补充文件，其中将包含有关该次发行条款的更多信息。我们还可能授权一份或多份未经印刷的招股说明书提供给您，这些文件可能包含与这些发行相关的重大信息。我们可能授权提供给您的招股说明书补充文件和任何相关未经印刷的招股说明书也可能添加、更新或更改本招股说明书或我们已引用纳入本招股说明书的文件中的任何信息。如果本招股说明书中的信息与适用的招股说明书补充文件或未经印刷的招股说明书之间存在不一致之处，您应以招股说明书补充文件或未经印刷的招股说明书为准。在投资任何正在发行的证券之前，请仔细阅读本招股说明书、任何适用的招股说明书补充文件以及我们可能针对特定发行授权使用的任何未经印刷的招股说明书，并结合本招股说明书下“您可以在何处找到更多信息”和“引用纳入”部分所述的文件一起阅读。

除非附有招股说明书补充文件，否则本招股说明书不得用于完成证券的销售。

我们和任何代理人、承销商或经销商均未授权任何其他人向您提供本招股说明书、任何相关招股说明书补充文件以及我们可能授权向您提供的任何相关自由文本招股说明书所包含或引用的信息以外的任何信息。我们不对其他人可能向您提供的任何其他信息负责，也无法保证这些信息的可靠性。我们在任何未授权发出要约或征求要约的司法管辖区，或在该司法管辖区内发出要约或征求要约的人不具备资格的司法管辖区，或向任何根据法律不得发出要约或征求要约的人，均不进行证券的出售要约或征求购买要约。您应假定本招股说明书、任何相关招股说明书补充文件以及我们可能针对特定发行授权使用的任何自由文本招股说明书中的信息，以及本招股说明书所包含的文件，仅在各自文件的日期是准确的，无论该文件的交付时间或本招股说明书所涵盖的证券的销售时间如何。自上述日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。您不应假定本招股说明书、任何相关招股说明书补充文件或我们可能针对特定发行授权使用的任何自由文本招股说明书中的信息，或包含在其中的信息，在任何其他日期都是准确的。在做出投资决策之前，您应完整阅读本招股说明书、任何相关招股说明书补充文件、我们可能针对此次发行授权使用的任何自由文本招股说明书，以及本招股说明书所包含的文件，如“您可获取更多信息的途径”和“引用纳入”部分所述。

我们仅在允许发出要约和销售的司法管辖区提供出售我们的证券，并寻求购买要约。本招股说明书、任何相关招股说明书补充文件以及我们可能授权的任何自由文本招股说明书的分发，以及我们在某些司法管辖区的证券发行可能受到法律限制。

\n任何位于美国以外地区的人士，若获得本招股说明书、任何相关招股说明书补充文件以及我们可能授权的任何自由格式招股说明书，必须了解并遵守有关我们证券发行及在美国境外分发本招股说明书、任何相关招股说明书补充文件以及我们可能授权的任何自由格式招股说明书的限制。本招股说明书、任何相关招股说明书补充文件以及我们可能授权的任何自由格式招股说明书不构成，且不得与任何人在任何非法情况下发出出售证券的要约或征求购买证券的要约有关。本招股说明书包含并引用了基于独立行业出版物和其他公开信息的市场数据、行业统计数据和预测。尽管我们认为这些来源是可靠的，但我们不保证该信息的准确性和完整性，我们也未独立验证该信息。尽管我们未发现本招股说明书和所引用文件中所载市场和行业数据的任何错误陈述，但这些估计涉及风险和不确定性，并可能根据各种因素发生变化，包括适用招股说明书补充文件和任何相关自由格式招股说明书中包含的“风险因素”部分所讨论的因素，以及其他引用文件中类似标题下的内容。因此，投资者不应过度依赖此信息。

本招股说明书及引用的 herein 的信息包含了本文中描述的一些文件中某些条款的摘要，但完整信息应参考实际文件。所有摘要均受实际文件的完整条款约束。本文中提到的一些文件副本已提交、将提交或将作为本招股说明书所属注册声明的附件进行引用，您可以通过以下部分所述的“您可以在何处找到更多信息”和“引用纳入”部分获取这些文件的副本。

当我们在本招股说明书中提到“Kodiak Sciences”、“Kodiak”、“我们”、“我们的”、“我们”和“公司”时，我们指的是 Kodiak Sciences Inc. 及其合并附属公司，除非另有说明。当我们提到“您”时，我们指的是适用证券系列的潜在持有人。

“Kodiak”、“Kodiak Sciences”、Kodiak 的标志以及其他\n商标、服务标志或商业名称均为 Kodiak Sciences Inc. 的财产。本招股说明书还提到了我们的商标以及其它实体的商标。本报告中出现的其他公司的商标、服务标志和商业名称均为其各自所有者的财产。我们无意通过使用或展示其他公司的商标或商业名称来暗示与任何其他公司存在关联，或暗示任何其他公司对我们进行认可或赞助。为方便起见，商标和商业名称可能在未使用 ^® 和 ^™ 标志的情况下被提及，但此类提及不应被解释为任何指示，表明其各自所有者不会主张其权利。

本摘要突出了本招股说明书或根据引用包含的其他信息中的部分内容，\n并不包含您做出投资决策所需的所有信息。您应仔细阅读整个招股说明书、适用的招股说明书补充文件和任何相关的书面招股说明书，包括在适用的招股说明书补充文件和任何相关的书面招股说明书中讨论的我们证券的投资风险，以及在本招股说明书和适用的招股说明书补充文件中引用的其他文件中类似标题下的内容。您还应仔细阅读本招股说明书中的引用信息，包括我们的财务报表，以及本招股说明书所属的注册声明的附录。

除非本文另有说明或上下文另有要求，本招股说明书中对“Kodiak Sciences”、“Kodiak”、“我们”、“我们的”、“我们”、“公司”以及类似表述的引用均指 Kodiak Sciences Inc.，这是一家根据特拉华州法律成立的公司及其合并的子公司，除非另有说明。

概况

Kodiak Sciences Inc. 是一家专注于视网膜的生物技术公司，在商业化之前致力于研究、开发和商业化变革性治疗药物。我们专注于将新的科学成果应用于下一代视网膜药物的设计和制造，以预防和治疗全球导致失明的主要原因。我们的抗体生物聚合物偶联物（“ABC”）平台通过分子工程将基于蛋白质的疗法和基于化学的疗法领域相结合，一直是我们的发现引擎的核心。我们正在开发三个后期临床项目，其中两个来自我们的 ABC 平台，另一个则是平台独立的。

我们的主要研究性药物Zenkuda（tarcocimab tedromer）是一种抗血管内皮生长因子（\"VEGF\"）生物制药，基于Kodiak专有的ABC平台，用于玻璃体内给药。Zenkuda在人体内的平均眼半衰期为20天，大约是批准的抗VEGF疗法的三倍，旨在更长时间内维持眼组织中的强效和有效药物水平。Zenkuda被开发为一种主要的玻璃体内生物单药疗法，提供快速的初始效果和现实世界中的持久性，这得益于ABC平台和Kodiak的持久性科学，最终目标是，在获批后为所有视网膜血管疾病患者（治疗初治、治疗经历、轻度患者和重度患者）提供一个从1个月到6个月的灵活标签。

Zenkuda已完成五项成功的III期关键研究：针对湿性年龄相关性黄斑变性（\"wet AMD\"）的III期DAYBREAK和DAYLIGHT研究，针对糖尿病视网膜病变（\"DR\"）的III期GLOW1和GLOW2研究，以及针对视网膜静脉阻塞（\"RVO\"）的III期BEACON研究。在DAYBREAK研究中，Zenkuda达到了主要终点（p值为0.0007），显示出有意义的视力改善，以及大多数患者（54%）在6个月给药后快速且持续的视网膜干燥，确立了湿性AMD的一线标准。在GLOW1和GLOW2研究中，Zenkuda成功治疗了DR患者，并在第1年时，所有接受延长6个月给药的患者都阻止了疾病进展。在BEACON研究中，前6个月，Zenkuda治疗的患者每8周给药一次（与aflibercept的每4周给药不同）。在第二个6个月中，Zenkuda和aflibercept组使用了相同的再治疗标准，近一半的Zenkuda患者在一年内无需任何治疗，同时实现了与aflibercept组相似的视力和解剖结果。我们计划在2026年第四季度提交针对三种适应症（湿性AMD、DR和RVO）的生物制品许可申请（\"BLA\"）以批准Zenkuda。

Tabirafusp alfa tedromer（\"KSI-501\"），我们的第二种研究性药物，是一种抗IL-6、VEGF陷阱双特异性疗法，基于ABC平台，正在开发用于高发病率的视网膜血管疾病，以解决延长持久性和超越VEGF靶向疾病生物学的差异化疗效的主要未满足需求。Tabirafusp-ted旨在通过增强的配方提供高即时性/疗效，以及通过ABC平台和我们的持久性科学实现高持久性。

我们已将Tabirafusp-ted推进到注册用的III期DAYBREAK研究，以评估其在湿性AMD中的疗效和安全性。DAYBREAK使用了Tabirafusp-ted增强的50 mg/mL配方，该配方包含共轭和非共轭抗体，旨在平衡即时性和持久性。在DAYBREAK研究中，Tabirafusp-ted达到了视力主要终点（p值为0.0036）和解剖学关键次要终点（p值为<0.0001）。Kodiak还已将Tabirafusp-ted推进到注册用的III期ALTO研究，该研究旨在探索双特异性Tabirafusp-ted（抗VEGF、抗IL-6）与单特异性aflibercept（抗VEGF）在糖尿病性黄斑水肿（\"DME\"）患者中的优越性。ALTO研究目前正在招募患者。

KSI-101是我们第三种研究性药物，是一种新型、强效且高浓度（100 mg/mL）的基于抗体的疗法，具有双特异性作用机制，针对IL-6和VEGF。我们正在开发KSI-101用于因炎症引起的黄斑水肿（视网膜积液）(\"MESI\")患者。MESI是一组异质性疾病，临床上表现为黄斑水肿和视力障碍，这些症状是由于共同的病理生理机制（炎症和血视网膜屏障破坏）引起的。视网膜积液和视力障碍的临床表现是这些患者的主要特征，无论炎症发生在眼内的哪个部位（前部、中间、后部或所有眼内腔室）或具体病因（定义为自身免疫相关、特发性、术后或脉络膜新生血管炎性）都如此。目前尚无可用的玻璃体内生物疗法可针对MESI疾病的谱系。现有疗法仍受限于副作用和耐受性，突显了对更安全和更有效治疗方案的需求。MESI代表了一个新的黄斑水肿市场细分，与已建立的抗VEGF市场不同。

我们1b期剂量探索性APEX研究的数据表明，MESI患者在解剖和视觉反应方面表现出强劲的反应。超过一半的患者最佳矫正视力提高了≥15个字母，更高剂量水平的患者有额外的益处。在最高剂量组中，第4周即可观察到视力快速改善和解剖反应，视网膜积液的OCT CST在最高剂量组中最早在第1周就达到了＜325微米。随着时间的推移，持续的解剖改善被观察到，到第8周时，超过90%的患者视网膜内（\"IRF\"）和视网膜下（\"SRF\"）积液得到解决，第20周时视力达到20/25 Snellen。在最高剂量组中，≥90%的患者完全消除了IRF和SRF，表明视网膜干燥和视网膜结构的正常化。KSI-101也继续表现出良好的耐受性，安全性良好。APEX研究中的最高两个剂量水平已进入III期关键研究PEAK和PINNACLE。支持Pivotal Analysis 1的PEAK试验第一个300名患者的入组已完成，初步结果预计在2026年12月发布。预计在2026年第四季度完成PEAK和PINNACLE研究中第二个关键队列600名受试者的入组，初步临床数据预计在2027年第二季度发布。

除了我们晚期临床产品组合外，我们正在推进我们的平台技术，将小分子和其他活性药物成分（\"API\"）嵌入Kodiak专有的生物聚合物骨架中，以实现高药物-抗体比（\"DAR\"）药物。这些多样化的API设计为随时间释放，以实现靶向、多特异性和定制化的生物通路调节。我们认为这种高DAR和延长治疗效益的独特组合，为多因素性眼科和全身性疾病提供了广泛而重要的应用潜力。我们称这一平台扩展为抗体生物聚合物偶联药物（\"ABCD\"）平台，因为我们正在扩展我们的平台能力，以包括小分子药物的偶联，而历史上我们主要偶联的是生物制剂，如抗体。

我们对商业制造进行了重大投资，这使我们为将多个ABCD产品推向大型且不断增长的市场做好了充分准备。我们在2023年1月将URSUS设为cGMP设施。URSUS是一个定制设计的高端商业制造设施，专门用于Kodiak的ABCMedicines的大规模生产，该设施是与领先的药物合同制造公司Lonza合作建造的。\n

我们的VETi（视觉参与技术与成像器）项目在硬件、软件和算法开发方面取得了重大进展。VETi是一款人工智能和机器学习支持的可穿戴头戴设备，其在视网膜护理方面的应用，以及在身份安全和认知科学领域的更广泛机会。我们的进展体现了我们长期规划和执行的成果，以增强我们作为视觉科学公司的定位，整合专有的治疗方案和下一代视觉技术。\n

到目前为止，我们保留了所有全球范围内制造、使用和销售我们的产品候选物的权利，我们认为这有助于保留未来价值并实现敏捷决策。我们的目标是开发我们以视网膜为重点的产品候选物，寻求美国食品药品监督管理局（\"FDA\"）的批准，并最终在主要市场商业化我们的产品候选物。\n

Zenkuda（tarcocimab tedromer）临床项目摘要

Zenkuda已完成五项成功的III期关键研究：针对湿性AMD的III期DAYBREAK和DAYLIGHT研究，针对糖尿病视网膜病变（DR）的III期GLOW1和GLOW2研究，以及针对视网膜静脉阻塞（RVO）的III期BEACON研究。在2026年，DAYBREAK和GLOW2的初步结果已发布，两项研究均达到了主要终点。我们计划在2026年第四季度提交针对Zenkuda的三项适应症（湿性AMD、DR和RVO）的BLA。\n

关于DAYBREAK（以及Zenkuda）

第3阶段的DAYBREAK研究是一项非劣效性研究，评估了Zenkuda和KSI-501与活性对照药物aflibercept的平行试验组。随机分配至Zenkuda组的患者在完成四次每月负荷剂量后，根据需要每4至24周接受个体化给药。随机分配至aflibercept组的患者则按照说明书给药。Zenkuda的个体化给药是通过一种以干性为导向的主动方法确定的，使用视网膜积液作为疾病活动性标志物，这与视网膜专家的实践相似，并优化每位患者治疗，而不是使用中心凹下视网膜厚度和视力丧失的组合。DAYBREAK中Zenkuda的具体目标是（1）评估安全性，（2）达到最佳矫正视力非劣效性的主要终点，（3）探索负荷阶段液体控制和视力改善的强度，以及（4）展示差异化的真实世界持久性特征。DAYBREAK中Zenkuda的一般目标是加强其在湿性年龄相关性黄斑变性（AMD）中的竞争优势，并增强该方案可能的监管申请文件。DAYBREAK旨在展示Zenkuda作为VEGF驱动的视网膜血管疾病的主流生物制剂的潜力，具有强大的疗效/即时性（由其增强的配方驱动）和强大的持久性（由其ABC设计和持久性科学驱动）。第3阶段的DAYBREAK研究于2026年9月达到了最佳矫正视力非劣效性的1年主要终点。

关于GLOW1和GLOW2

GLOW1和GLOW2是前瞻性、随机、双盲、假治疗对照、多中心第3阶段研究，评估Zenkuda 5mg在糖尿病视网膜病变患者中的应用。两项研究均采用了延长间隔给药方案，最终治疗间隔为每6个月一次。主要终点是

在GLOW1研究中，患者以1:1的比例随机接受基线、第8周、第20周和第44周的假注射或通过玻璃体内注射给予Zenkuda，计划在第一年进行4次注射。第3阶段的GLOW1研究显示，通过每名患者每6个月延长间隔给药，Zenkuda在治疗现有疾病（主要终点）和预防威胁视力的并发症和疾病进展（关键次要终点）方面均表现出强大的疗效。在GLOW1中，Zenkuda达到了其主要终点，即DRSS评分至少改善2个步骤的患者比例，41.1%的Zenkuda治疗患者表现出至少2个步骤的改善，而假治疗组为1.4%，响应率比为29倍（p值<0.0001）。Zenkuda还达到了所有关键次要终点，包括与假治疗相比，发生威胁视力的并发症（如糖尿病性黄斑水肿和增殖性糖尿病视网膜病变）的患者比例显著减少，显示出89%的降低风险（Zenkuda组为2.3%，假治疗组为21.0%，p值<0.0001）。

第3阶段GLOW2研究是第3阶段GLOW1研究的确认性研究。患者以1:1的比例随机接受安慰剂注射或通过玻璃体内注射在基线、第4周、第8周、第20周和第44周接受Zenkuda治疗，计划在第一年进行五次注射。第3阶段GLOW2研究确认了GLOW1研究的发现，即在所有Zenkuda治疗患者中延长至6个月的给药方案，Zenkuda在治疗现有疾病（主要终点）和预防威胁视力的并发症和疾病进展（关键次要终点）方面均表现出强大的疗效。在GLOW2中，Zenkuda达到了其主要终点，即DRSS评分至少改善2个步骤的患者比例，62.5%的Zenkuda治疗患者表现出至少2个步骤的改善，而安慰剂组为3.3%，反应率比为19倍（p值<0.0001）。Zenkuda还达到了所有关键次要终点，包括与安慰剂相比，发生威胁视力的并发症（如糖尿病性黄斑水肿和增殖性糖尿病视网膜病变）的患者比例显著减少，显示出85%的降低风险（Zenkuda组为2.4%，安慰剂组为15.8%，p值≤0.0001）。\n

关于BEACON

BEACON是一项针对因视网膜静脉阻塞（包括分支和中心亚型）导致视力丧失和黄斑水肿的初治患者的随机、双盲、多中心、活性对照的第3阶段临床试验。BEACON将568名受试者1:1随机分为两组治疗：tarcocimab tedromer 5 mg与aflibercept 2 mg。在研究的前六个月，患者根据其说明书，接受Kodiak的tarcocimab tedromer 5 mg固定每8周一次的给药方案，仅在前两个月每月进行负荷剂量，或接受aflibercept 2 mg固定每月（每4周一次）的给药方案。在研究的后六个月，tarcocimab和aflibercept根据按需（PRN）方案进行头对头测试，其中两组患者仅在根据匹配的预定义疾病活动标准疾病复发时接受治疗。BEACON在第24周达到了主要终点，证明在两次每月负荷剂量后每8周一次的tarcocimab在视力获得方面不劣于每月的aflibercept。一年的结果显示，视力和解剖结果相当，近一半的tarcocimab治疗患者在后六个月无需注射。安全性及耐受性在两组之间相当。\n

关于DAYLIGHT

第3阶段DAYLIGHT研究是一项随机、双盲、活性对照的研究，旨在评估tarcocimab tedromer高剂量给药方案在557名初治的湿性AMD患者中的有效性和安全性。DAYLIGHT研究达到了主要终点，即tarcocimab每月给药与aflibercept每8周给药相比，非劣效的视力改善。\n

DAYBREAK研究是一项非劣效性研究，评估了KSI-501和Zenkuda与活性对照药物aflibercept的平行试验组。随机分配到KSI-501的患者接受每8周固定剂量治疗，并在完成4次每月负荷剂量后，根据需要接受最多每月剂量的个性化治疗。随机分配到aflibercept的患者则按照说明书用药。采用与Zenkuda相同的干性治疗策略，并结合固定强化的主动给药，目标是最大化达到主要终点的概率以及展示额外疗效益处的概率。主要终点是从基线到第40、44和48周平均值的视力变化的非劣效性。DAYBREAK中KSI-501的目标是探索双靶点IL-6和VEGF抑制在广泛治疗初治的湿性AMD人群中的疗效潜力。Phase 3的DAYBREAK研究在2026年9月达到了1年主要终点，即最佳矫正视力的非劣效性。

关于ALTO

ALTO研究是一项全球性、多中心、随机、双盲、活性对照的III期研究，评估玻璃体内注射tabirafusp-ted 5 mg与玻璃体内注射aflibercept 2 mg在因中心受累DME导致视力受损患者中的有效性和安全性。大约910名患者（治疗初治或既往治疗过）将被随机分配到三个组中：(A) tabirafusp-ted 5 mg每8周一次，在完成6次每月负荷剂量后，根据需要进行每月评估以进行额外的个性化给药；(B) tabirafusp-ted 5 mg根据个性化方案每4至24周一次，在完成6次每月负荷剂量后；(C) aflibercept 2 mg每8周一次，在完成5次每月负荷剂量后。

主要终点是从基线到第48周和第52周平均值的最佳矫正视力的平均变化。关键次要终点是第48周时，与基线相比在DRSS上改善两个或更多步骤的患者比例。其他次要和探索性终点评估视觉功能、视网膜解剖、治疗负担和持久性以及安全性。参与者将接受治疗并随访约96周。

KSI-101临床项目概要\n

我们剂量探索的Ib期APEX研究数据显示，MESI患者在解剖和视觉反应方面表现出强劲的反应。APEX研究中前两个剂量水平已进入III期关键研究PEAK和PINNACLE。如果在MESI中PEAK和PINNACLE研究成功，我们计划在2027年第二季度提交KSI-101的BLA。

关于PEAK和PINNACLE

PEAK和PINNACLE研究是优效性研究，评估KSI-101的两个剂量水平（5 mg和10 mg）与假治疗在MESI患者中的效果。PEAK和PINNACLE在研究设计上是相同的，但在患者人群方面有关键差异。PEAK包括病情更严重的患者（中度至重度黄斑水肿和视力损害），而PINNACLE包括病情较轻的患者（轻度黄斑水肿和任何视力损害），以及中度至重度黄斑水肿但视力良好的患者。PEAK和PINNACLE旨在招募互补的患者群体，并覆盖广泛的MESI患者。

接受KSI-101治疗组的患者将接受6次固定每月给药（从第1天到第20周），随后进行个体化给药（最多每月一次）6次额外随访（第24周到第44周）。假手术组的患者将接受6次每月假手术给药，随后接受假手术PRN。主要和关键次要终点将在第24周进行评估。PEAK和PINNACLE目前正在进行患者招募。我们已完成PEAK试验中首个300例患者的关键队列招募，支持Pivotal Analysis 1，24周主要终点的初步临床数据预计将于2026年12月发布。预计在2026年第四季度完成第二个关键队列的招募，该队列在PEAK和PINNACLE研究中评估600例患者，初步临床数据预计将于2027年第二季度发布。

IND前管线项目

双细胞因子靶向双特异性抗体项目KSI-102（抗TNFα/IL-6）和KSI-103（抗IL-1/IL-6）继续通过IND前活动进展，针对眼部炎症疾病，并延续我们针对KSI-101治疗炎症性黄斑水肿的开发活动。

我们还在推进两个利用我们的ABCD平台和“duet”技术的项目，针对青光眼和地理性萎缩。

其中一个项目是针对青光眼的治疗，在生物聚合物骨架中（i）嵌入NLRP3小分子抑制剂，以及（ii）第二种降低眼内压（\"IOP\"）的小分子。NLRP3炎性小体是一种驱动炎症和细胞死亡的细胞内复合物，已知在青光眼进展中起关键作用。该duet项目的目标是创建一种通过玻璃体内注射给药的疗法，以持续释放的方式提供两种作用机制（\"MOA\"），以满足青光眼领域对一种长效疗法的需求，该疗法能够提供超越IOP降低的作用机制，并有望每季度给药一次。

第二个项目是针对地理性萎缩的治疗。目前有两种获批的疗法，均为补体抑制剂，它们需要每月或每两个月进行玻璃体内注射，且都无法充分阻止疾病进展。该项目探索在生物聚合物骨架中（i）嵌入补体通路的环状肽抑制剂，以及（ii）NLRP3小分子抑制剂的潜力。NLRP3炎性小体已知在AMD疾病生物学中起关键作用。该duet项目的目标是创建一种由ABCD平台支持的玻璃体内注射疗法，具有双重作用机制，以实现比目前获批的GA疗法更好的疗效和更长的持续时间，目前获批的GA疗法基于单一作用机制，通常每月或每两个月给药一次。

我们利用ABCD平台开发的青光眼和GA的视网膜duet项目继续向IND进展。

公司信息

我们于2009年6月在特拉华州成立为有限责任公司。2015年9月，我们转为特拉华州公司，并在转换过程中将名称变更为“Kodiak Sciences Inc.”。我们的主要执行办公室位于加利福尼亚州帕洛阿尔托市Page Mill路1250号，邮编94304。我们的电话号码是(650) 281-0850。

我们会在或通过我们的网站提供根据《1934年证券交易法》（经修订）（以下简称“证券交易法”）向证券交易委员会（SEC）提交或提供的一些报告及其修正案。这些包括我们的年度报告10-K表、季度报告10-Q表和8-K表的当前报告，以及根据证券交易法第13(a)条或15(d)条提交或提供的这些报告的修正案。我们会在向证券交易委员会电子提交信息或向其提供信息后，尽快在或通过我们的网站免费提供这些信息。此外，证券交易委员会在www.sec.gov设有网站，该网站包含向证券交易委员会电子提交的发行人发布的报告、代理声明和信息声明以及其他信息。

作为较小报告公司的含义

根据《S-K条例》第10(f)(1)项的定义，我们是一家“较小报告公司”。截至2025年6月30日，由于截至该日期非关联方持有的我们普通股的市值低于7亿美元，且截至2024年12月31日财年的年收入低于1亿美元，我们符合较小报告公司的条件。截至2026年6月30日，我们非关联方持有的普通股市值超过7亿美元，因此我们确定我们不再符合较小报告公司的条件。但是，根据适用的证券交易委员会过渡规则，我们仍可在2026财年结束前使用适用于较小报告公司的披露要求，包括在2026年12月31日结束的年度报告10-K表中。从2027年3月31日结束的季度的季度报告10-Q表开始，我们将不再有资格使用这些要求。在我们仍有资格使用适用于较小报告公司的披露要求期间，我们可能提供的公众披露信息少于较大的上市公司，包括仅提供两年的经审计财务报表和仅提供两年的相关管理层讨论与分析财务状况和经营成果的披露。因此，我们向股东提供的信息可能与您可能从其他您持有权益的公开报告公司获得的信息不同。我们无法预测投资者是否会因依赖这些豁免而认为我们的普通股吸引力下降。如果一些投资者因我们选择减少披露而认为我们的普通股吸引力下降，那么我们的普通股可能交易不活跃，普通股的市场价格可能更加波动。

我们可能发行的证券

我们或出售证券的持有人可能根据本招股说明书，在一个或多个发行中，不定期地单独或作为组合单位发行我们普通股和优先股、债务证券、购买上述任何证券的认股权证，连同任何适用的招股说明书补充文件和任何相关的自由格式招股说明书，价格和条款将根据发行时的市场条件确定。我们或出售证券的持有人可能在行权时也出售普通股、优先股和/或债务证券。我们或出售证券的持有人根据本招股说明书所附的注册声明可以出售的证券总数或金额没有限制。本招股说明书为您提供我们或出售证券的持有人可能出售的证券的一般描述。每次我们或出售证券的持有人根据本招股说明书出售一种类型或系列的证券时，我们将提供一份招股说明书补充文件，该文件将描述证券的具体金额、价格和其他重要条款，包括适用情况下的：

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指定或分类；

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总面值或总发行价格；

我们可能授权向您提供的适用招股说明书补充文件和任何相关的自由格式招股说明书可能还会添加、更新或更改本招股说明书或我们已引用的文件中的任何信息。然而，本招股说明书所附的注册声明生效时，任何招股说明书补充文件或自由格式招股说明书都不会出售未在本招股说明书中注册和描述的证券。

除非附有招股说明书补充文件，否则不得使用本招股说明书完成证券的销售。

我们或出售证券的持有人可能直接向投资者或通过代理人、承销商或经销商出售证券。我们和我们的代理人或承销商保留接受或拒绝任何拟议的证券购买全部或部分的权利。如果我们或出售证券的持有人通过代理人或承销商出售证券，我们将在适用的招股说明书补充文件中包括：

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这些代理人或承销商的名称；

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将支付给他们的适用费用、折扣和佣金；

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如有，关于超额配售选择权的细节；以及

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预计的净收益。

普通股。我们可能会不时发行我们的普通股。我们普通股的每一位持有者在提交股东投票的所有事项上，包括董事的选举，对于每一份股份都有一票表决权。我们的股东选举董事将根据投票的多数决定，我们的股东在董事选举中没有累积投票权。在适用的情况下，普通股持有人有权按比例获得我们董事会不时从合法可用资金中宣布的股息。在我们清算、解散或终止时，普通股持有人将在支付或预留我们所有债务和其他负债后，按比例分享可用于分配给股东的资产。普通股持有人没有优先认购权或转换权或其他认购权，也没有适用于普通股的赎回或偿债基金条款。普通股持有人的权利、优先权和特权可能受到我们可能在未来指定和发行的任何系列优先股持有人权利的限制或不利影响。在本招股说明书里，我们已在“资本证券描述—普通股”标题下列出了普通股的一些一般特征。然而，我们建议您阅读与任何正在发行的普通股相关的适用招股说明书补充文件（以及我们可能授权提供给您的任何相关自由文本招股说明书）。“,

我们的董事会可在无需我们股东进一步行动的情况下，确定最多10,000,000股优先股在一个或多个系列中的权利、优先权、特权和限制，并授权其发行。这些权利、优先权和特权可能包括股息权利、转换权利、投票权利、赎回条款、清算优先权、偿债基金条款以及构成任何系列的股票数量或该系列的指定，其中任何或全部可能比我们的普通股的权利更高。我们可能发行的任何可转换优先股都将转换为我们的普通股或可与其他证券互换。转换可能是强制性的，或由持有人选择进行，并且将在规定的转换率下进行。

如果我们根据本招股说明书发售任何系列的优先股，我们将根据与该系列相关的优先股设计证书，确定该系列优先股的名称、投票权、优先权和权利，以及上述内容的资格、限制或约束。我们将把包含我们根据本招股说明书发行的优先股条款的任何优先股设计证书的格式作为注册声明的附件，或从我们向证券交易委员会（SEC）提交的报告中引用。在本招股说明书中，我们已在“资本证券介绍—优先股”标题下概括了优先股的某些一般特征。然而，我们敦促您阅读与所发行的优先股系列相关的适用招股说明书补充文件（以及我们可能授权提供给您的任何自由格式招股说明书），以及包含相关优先股系列条款的完整优先股设计证书。

债务证券。我们可能不时以一个或多个系列发行债务证券，作为高级债务或次级债务，或作为高级或次级可转换债务。高级债务证券将与任何其他无担保和非次级债务处于同等地位。次级债务证券在支付权利上将次于我们的所有高级债务，具体程度和方式见债务管理文件中所述。可转换或可交换债务证券可转换为或可交换为我们的普通股或其他证券。转换或交换可能是强制性的或选择性的（由我们或持有人选择），并在规定的转换或交换率下进行。

任何根据本招股说明书发行的债务证券将根据一个或多个称为“信托契约”的文件发行，这些文件是我们与国家银行协会或其他合格方作为受托人之间的合同。在本招股说明书中，我们已在“债务证券介绍”标题下概括了债务证券的某些一般特征。然而，我们敦促您阅读与所发行的债务证券系列相关的适用招股说明书补充文件（以及我们可能授权提供给您的任何自由格式招股说明书），以及包含债务证券条款的完整信托契约和任何补充信托契约。一份信托契约格式已作为本招股说明书所属注册声明的附件提交，包含所发行债务证券条款的补充信托契约和债务证券格式将作为本招股说明书所属注册声明的附件提交，或从我们向证券交易委员会（SEC）提交的报告中引用。

认股权证。我们可能会发行认股权证，以购买普通股、优先股和/或债务证券，可以是多个系列。我们可能会独立发行认股权证，或与普通股、优先股和/或债务证券一起发行，认股权证可以附属于或独立于这些证券。在本招股说明书里，我们以“认股权证描述”为标题对认股权证的一些一般特征进行了总结。然而，我们建议您阅读与所发行的特定系列认股权证相关的适用招股说明书补充文件（以及我们可能授权提供给您的任何相关自由撰写招股说明书），以及任何适用的认股权证协议和认股权证证书，其中包含认股权证的条款。我们已将包含可能发行的认股权证条款的认股权证协议格式和认股权证证书格式作为本招股说明书所属注册声明的附录提交。在发行此类认股权证之前，我们将作为本注册声明的附录提交该认股权证和/或认股权证协议和认股权证证书的格式，或从我们向证券交易委员会（SEC）提交的报告中引用，适用于我们所发行的特定系列认股权证的条款，以及任何补充协议。

\n作为本招股说明书所属注册声明的附录提交，或从我们向证券交易委员会（SEC）提交的报告中引用，认股权证的格式和/或认股权证协议和认股权证证书，适用于我们所发行的特定系列认股权证的条款，以及任何补充协议，在发行此类认股权证之前。

根据本招股说明书发行的任何认股权证可能以认股权证证书的形式体现。也可能根据我们与认股权证代理机构签订的适用认股权证协议发行认股权证。如果适用，我们将在与所发行的特定系列认股权证相关的招股说明书补充文件中注明认股权证代理机构的名称和地址。

Units. We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit\nwill be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each security included in such unit. In this prospectus, we have\nsummarized certain general features of the units. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular series of units being\noffered, as well as the complete unit agreements that contain the terms of the units as applicable. A form of the unit agreement, as applicable, containing the terms of the unit being offered will be filed as an exhibit to the registration statement\nor will be incorporated by reference from reports that we file with the SEC.

Any units may be issued under an applicable unit agreement\nthat we enter into with a unit agent. We will indicate the name and address of the unit agent, if applicable, in the prospectus supplement relating to the particular series of units being offered.

Selling Securityholders

Selling\nsecurityholders are persons or entities that, directly or indirectly, have acquired or will from time to time acquire from us, our securities. Information about selling securityholders, if any, will be set forth in a prospectus supplement. See the\nsection titled “Selling Securityholders” in this prospectus.

Use of Proceeds

We will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. We intend to use the net\nproceeds we receive from the sale of securities by us as set forth in the applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection with a specific offering. See the section titled “Use of\nProceeds” in this prospectus. Unless the applicable prospectus supplement provides otherwise, we will not receive any of the proceeds from the sale of our securities by selling securityholders.

Nasdaq Global Market Listing

Our common\nstock is listed on the Nasdaq Global Market under the symbol “KOD.” The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Global Market or other securities exchange\nof the securities covered by the applicable prospectus supplement.

RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully\nthe risks and uncertainties described under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed under the section titled “Risk Factors”\ncontained in our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent\nfilings with the SEC, which are incorporated by reference into this prospectus in their entirety, as updated or superseded by the risks and uncertainties described under similar headings in the other documents that are filed after the date hereof\nand incorporated by reference into this prospectus, together with the other information in this prospectus, the documents incorporated by reference and any applicable prospectus supplement or any free writing prospectus that we may authorize\nfor use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or\nother factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future\nperiods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of\nyour investment. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents we have filed with the SEC that are incorporated by reference herein contain “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and\nfinancial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such\nperformance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith beliefs as of that time with respect to future events, and are subject\nto risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by\nterms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,”\n“anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan”, “hope” or the negative of these terms, or similar\nexpressions and comparable terminology intended to identify forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section\ntitled “Risk Factors” and elsewhere in this prospectus and in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are\nincorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific\noffering. Forward-looking statements may include, but are not limited to, statements about:

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the success, cost and timing of our development activities, preclinical studies, clinical trials and regulatory\nfilings;

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our ability to obtain funding for our operations, including funding necessary to develop, manufacture and\ncommercialize our product candidates;

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the translation of our preclinical results and data and early clinical trial results in particular relating to\nsafety, efficacy and durability into future clinical trials in humans;

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the continued durability, efficacy and safety of our product candidates;

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our ability to progress each of our product candidates, including tarcocimab,\nKSI-501 and KSI-101, into later stages of development and towards a BLA;

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the scope, progress, results and costs of developing any product candidates we have or may develop, and\nconducting preclinical studies and clinical trials;

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the number, size and design of clinical trials that regulatory authorities may require to obtain marketing\napproval, including the order and number of clinical studies required to support a BLA in RVO, DR, and wet AMD, or any of our current or future product candidates, including the sufficiency of a single additional pivotal study of tarcocimab tedromer\nand a single BLA for wet AMD, RVO and DR together;

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our and Lonza’s ability to successfully execute on our manufacturing development plan;\n

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our expectations regarding chemistry manufacturing and controls requirements of the FDA and other regulatory\nbodies to support any BLA submission and potential commercial launch;

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our expectations regarding enhancements and benefits of new formulations of tarcocimab, KSI-501, KSI-101 or other ABC Platform derived molecules;

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the timing or likelihood of regulatory filings and approvals and any related restrictions, limitations and/or\nwarnings in the label of any approved product candidate;

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the rate and degree of market acceptance of our product candidates;

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the size and growth potential of the markets for our product candidates, if approved for commercial use, and our\nability to serve those markets;

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the pricing and reimbursement of our product candidates, if approved;

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the success of competing products or platform technologies that are or may become available;\n

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our plans and ability to establish sales, marketing and distribution infrastructure to commercialize any product\ncandidates for which we obtain approval;

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our expectation as to the concentration of retinal specialists in the United States and its impact on our sales\nand marketing plans;

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uncertainties regarding the commercialization of our product candidates;

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our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately;\n

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the scope of protection we are able to establish and maintain for intellectual property rights covering our\nproduct candidates and technology;

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potential claims relating to our intellectual property and third-party intellectual property;\n

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existing regulations and regulatory developments in the United States and foreign countries;\n

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the impact of the unfavorable U.S. and global economic conditions on our business and operations, the business\nand operations of our collaborators, and on the global economy;

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the accuracy of our estimates regarding the sufficiency of our cash resources, expenses, future revenue, capital\nrequirements and needs for additional financing, as well as, our ability to continue as a going concern;

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our financial performance; and

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our aspirational goals and objectives related to our human capital resources and workforce objectives, including\nour ability to attract and retain key managerial, scientific and medical personnel.

These risks are not exhaustive.\nOther sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to\ntime, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all such factors on our business or the extent to which any such factor, or combination of such factors, may cause actual results\nto differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as\npredictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we\nundertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.

In addition, statements containing the words “we believe” and similar statements reflect our beliefs and opinions on the relevant\nsubject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our\nstatements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus, any applicable prospectus supplement, together with the\ndocuments we have filed with the SEC that are incorporated by reference herein and therein and any free writing prospectuses that we may authorize for use in connection with a specific offering completely and with the understanding that our actual\nfuture results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you in\nconnection with a specific offering, we currently intend to use the net proceeds from the sale of securities under this prospectus for working capital, capital expenditures, operating expenditures, and general corporate purposes. As of the date of\nthis prospectus, we cannot specify with certainty all of the particular uses of the net proceeds from the sale of securities under this prospectus. Accordingly, we will retain broad discretion over the use of such proceeds. Pending the use of the\nnet proceeds from the sale of securities under this prospectus as described above, we intend to invest the net proceeds in investment-grade, interest-bearing securities. Unless the applicable prospectus supplement provides otherwise, we will not\nreceive any of the proceeds from the sale of our securities by selling securityholders.

DESCRIPTION OF CAPITAL STOCK

The following summary describes our capital stock and the material provisions of our amended and restated certificate of incorporation and\nour amended and restated bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”). Because the following is only a summary, it does not contain all of the information that may be important to you. For a\ncomplete description, you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, each of which has been publicly filed with the SEC.

General

Under our amended and restated\ncertificate of incorporation, we are authorized to issue up to 500,000,000 shares, consisting of 490,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

Common Stock

Voting Rights

Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the\nelection of directors. The election of directors by our stockholders shall be determined by a plurality of the votes cast and our stockholders do not have cumulative voting rights in the election of directors. Other matters shall be generally\ndecided by the affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter. In addition, the affirmative vote of holders of 66 2/3% of the voting\npower of all of the then outstanding voting stock will be required to take certain actions, including amending certain provisions of our amended and restated certificate of incorporation, including the provisions relating to amending our amended and\nrestated bylaws, the classified board and director liability.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our common stock are entitled to receive\ndividends as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution, or winding up, holders of our common stock will be entitled to share ratably in the net assets\nlegally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of our\ncommon stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences, and privileges of the holders of our common stock are subject to, and\nmay be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Fully Paid and Nonassessable

All of our\noutstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our\nstockholders (unless such stockholder action is required by applicable law or stock exchange listing rules), to designate and issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares\nto be included in each such series, and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation\npreferences, sinking fund terms and the number of shares constituting, or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting\npower of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change\nin control of our company or other corporate action.

Anti-Takeover Effects of Provisions of Delaware Law and Our Amended and Restated Certificate of\nIncorporation and Amended and Restated Bylaws

Certain provisions of Delaware law and our amended and restated certificate of\nincorporation and our amended and restated bylaws contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of\nour incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests,\nincluding transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are\nexpected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of\nincreased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals\ncould result in an improvement of their terms.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the DGCL, which prohibits persons deemed “interested stockholders” from engaging in a\n“business combination” with a publicly-held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an\ninterested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to\nthe determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial\nbenefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, such as discouraging takeover attempts that might result in a\npremium over the market price of our common stock.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or\nother rights or preferences that could impede the success of any attempt to effect a change in control of our company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our\ncompany.

Special Stockholder Meetings

Our amended and restated certificate of incorporation provides that a special meeting of stockholders may be called at any time by our board of\ndirectors, but such special meetings may not be called by the stockholders or any other person or persons.

Requirements for Advance Notification of\nStockholder Nominations and Proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder\nproposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

Stockholder Action by Written Consent

Our amended and restated certificate of incorporation precludes stockholder action by written consent and requires stockholder actions to be\ntaken at an annual or special meeting of stockholders.

Classified Board; Election and Removal of Directors; Filling Vacancies

Our board of directors is divided into three classes, with the classes divided as nearly as equal in number as possible. The directors in each\nclass serve for a three-year term, one class being elected each year by our stockholders, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for\nthe remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of the shares entitled to vote in the election of directors will generally be able\nto elect all of our directors standing for election at any annual meeting. Our amended and restated certificate of incorporation provides for the removal of any of our directors only for cause and requires a stockholder vote by the holders of at\nleast 66 2/3% of the voting power of our then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Furthermore, any vacancy on our board of directors, however occurring,\nincluding a vacancy resulting from an increase in the authorized number of directors of the board, may be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director,\nunless the board of directors determines that such vacancy or vacancies shall be filled by the stockholders. This system of electing and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or\notherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.

Choice of Forum

Our amended and restated\nbylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware\nstatutory or common law: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or to our stockholders; any action\nasserting a claim against us arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); or any action asserting a claim\nagainst us that is governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed\nin any other jurisdiction; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and\nprovided further that, if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our amended\nand restated bylaws also provide that the federal district courts of the

\nUnited States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action against us or any of our directors, officers, employees or agents and\narising under the Securities Act. The exclusive forum provisions of our amended and restated bylaws do not apply to claims arising under the Exchange Act, for which the federal district courts of the United States have exclusive jurisdiction.

If any action the subject matter of which is within the scope of the exclusive forum provisions described above is filed in a court other than\na court located within the State of Delaware (a “Foreign Action”), in the name of any stockholder, such stockholder shall be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State\nof Delaware in connection with any action brought in any such court to enforce the applicable provisions of our amended and restated bylaws and to having service of process made upon such stockholder in any such action by service upon such\nstockholder’s counsel in the Foreign Action as agent for such stockholder. Although our amended and restated bylaws contain the choice of forum provision described above, it is possible that a court could find that one or more of these\nprovisions are inapplicable to a particular claim or action or unenforceable.

This choice of forum provision may limit a\nstockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our\nstockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Amendment of\nCharter Provisions

The amendment of any of the above provisions in our amended and restated certificate of incorporation, except for\nthe provision authorizing our board of directors to issue undesignated preferred stock, requires approval by a stockholder vote by the holders of at least a 66 2/3% of the voting power of our then outstanding shares of capital stock entitled to vote\ngenerally in the election of directors, voting together as a single class.

The provisions of the DGCL, our amended and restated\ncertificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common\nstock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions\nthat stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is\n150 Royall Street, Canton, Massachusetts 02021. The transfer agent for any series of preferred stock that we or selling securityholders may offer under this prospectus will be named and described in the applicable prospectus supplement for that\nseries.

Listing on the Nasdaq Global Market

Our common stock is listed on the Nasdaq Global Market under the symbol “KOD.” The applicable prospectus supplement will contain\ninformation, where applicable, as to any other listing, if any, on the Nasdaq Global Market or any securities market or other exchange of the preferred stock covered by such prospectus supplement.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated\nconvertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the\napplicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below.

We will issue the debt securities under either the senior indenture or the subordinated indenture that we will enter into with the trustee\nnamed in the applicable indenture. If we offer senior debt securities, we will issue them under the senior indenture. If we issue subordinated debt securities, we will issue them under the subordinated indenture. We have filed the forms of\nindentures as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the\nregistration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture\nAct”). Unless the context requires otherwise, whenever we refer to the indenture, we are referring to the senior indenture or the subordinated indenture, as applicable, and we also are referring to any supplemental indentures that specify the\nterms of a particular series of debt securities.

The following summary of material provisions of the debt securities and the indentures\nis subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing\nprospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.

General

The indenture does not limit the\namount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on\nconsolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against\nchanges in our operations, financial condition or transactions involving us.

We may issue the debt securities issued under the indenture\nas “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue\ndiscount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will\nbe described in more detail in any applicable prospectus supplement.

We will describe in the applicable prospectus supplement the terms\nof the series of debt securities being offered, including:

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the title of the series of debt securities;

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any limit upon the aggregate principal amount that may be issued;

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the maturity date or dates;

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the form of the debt securities of the series;

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the applicability of any guarantees;

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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;\n

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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination\nthereof, and the terms of any subordination;

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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities\nwill be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt\nsecurities that is convertible into another security or the method by which any such portion shall be determined;

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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date\ninterest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

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our right, if any, to defer payment of interest and the maximum length of any such deferral period;\n

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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at\nwhich, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;

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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory\nsinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and\nany integral multiple thereof;

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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series\nand any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;

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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or\nsecurities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities;

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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the\nterms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the\nholders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;

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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the\nseries which shall be payable upon declaration of acceleration of the maturity thereof;

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additions to or changes in the covenants applicable to the particular debt securities being issued, including,\namong others, the consolidation, merger or sale covenant;

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additions to or changes in the Events of Default with respect to the securities and any change in the right of\nthe trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;

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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;\n

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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;\n

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additions to or changes in the provisions relating to the modification of the indenture both with and without the\nconsent of holders of debt securities issued under the indenture;

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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the\nequivalent amount in U.S. dollars;

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whether interest will be payable in cash or additional debt securities at our or the holders’ option and\nthe terms and conditions upon which the election may be made;

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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if\nany and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;

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any restrictions on transfer, sale or assignment of the debt securities of the series; and

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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any\nother additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.

Conversion or Exchange Rights

We will\nset forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or\nexchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders of the series of\ndebt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain\nany covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a\nsubsidiary of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.

Events of Default under the\nIndenture

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following\nare events of default under the indenture with respect to any series of debt securities that we may issue:

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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become\ndue and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in\nthe payment of interest for this purpose;

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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same\nshall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the\nmaturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;

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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the\nindenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice\nof default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

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if specified events of bankruptcy, insolvency or reorganization occur.

If an event of default with respect to debt securities of any series occurs and is\ncontinuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the\ntrustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us,\nthe principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of\ndefault with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any\nwaiver shall cure the default or event of default.

Subject to the terms of the indenture, if an event of default under an indenture shall\noccur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have\noffered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available\nto the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

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the direction so given by the holder is not in conflict with any law or the applicable indenture; and\n

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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it\nin personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the\ndebt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:

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the holder has given written notice to the trustee of a continuing event of default with respect to that series;\n

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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have\nmade written request,

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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities\nto be incurred by the trustee in compliance with the request; and

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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate\nprincipal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if\nany, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified\ncovenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change an indenture without the consent of any holders with respect to specific matters:

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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;\n

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to comply with the provisions described above under “Description of Debt Securities—Consolidation,\nMerger or Sale;”

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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;\n

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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or\nprovisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of\ndefault or to surrender any right or power conferred upon us in the indenture;

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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms,\nor purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;

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to make any change that does not adversely affect the interests of any holder of debt securities of any series in\nany material respect;

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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any\nseries as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the\nrights of the holders of any series of debt securities;

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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or\n

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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust\nIndenture Act.

In addition, under the indenture, the rights of holders of a series of debt securities may be changed by\nus and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement\napplicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

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extending the fixed maturity of any debt securities of any series;

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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any\npremium payable upon the redemption of any series of any debt securities; or

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reducing the percentage of debt securities, the holders of which are required to consent to any amendment,\nsupplement, modification or waiver.

Discharge

Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except\nfor specified obligations, including obligations to:

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provide for payment;

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replace stolen, lost or mutilated debt securities of the series;

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pay principal of and premium and interest on any debt securities of the series;

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maintain paying agencies;

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hold monies for payment in trust;

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recover excess money held by the trustee;

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compensate and indemnify the trustee; and

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appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or\ngovernment obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will\nissue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides\nthat we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company (“DTC”), or another depositary named by us and\nidentified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities will be set forth\nin the applicable prospectus supplement.

At the option of the holder, subject to the terms of the indenture and the limitations\napplicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of\nlike tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set\nforth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by\nus or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we\nwill impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,\nthat we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we\nwill be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the\ndebt securities of any series, we will not be required to:

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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the\nopening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except\nthe unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those\nduties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject\nto this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and\nliabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any\ninterest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents\ndesignated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the\napplicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying\nagents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that\nremains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt\nsecurities will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

Provisions Relating only to the Subordinated Debt Securities

The subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent\ndescribed in a prospectus supplement. The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount of indebtedness which we may incur, including senior indebtedness\nor subordinated indebtedness, and do not limit us from issuing any other debt, including secured debt or unsecured debt.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable prospectus supplements and in any related\nfree writing prospectuses that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock\nor debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement and may be attached to or separate from\nthose securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus\nsupplement and any applicable free writing prospectus. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus\nsupplement for a particular series of warrants may specify different or additional terms.

We have filed forms of the warrant agreements\nand forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus\nis a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that describe the terms of the particular series of warrants we are\noffering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form\nof warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus\nsupplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable,\nand any supplemental agreements, that contain the terms of the warrants.

General

We will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:

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the title of such securities;

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the offering price or prices and aggregate number of warrants offered;

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the currency for which the warrants may be purchased;

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of\nwarrants issued with each such security or each principal amount of such security;

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if applicable, the date on and after which the warrants and the related securities will be separately\ntransferable;

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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;\n

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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or\npreferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which, and the currency in which, these shares may be purchased upon such exercise;

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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon\nexercise of one warrant and the price at which, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and\nthe warrants;

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the terms of any rights to redeem or call the warrants;

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the terms of any rights to force the exercise of the warrants;

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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise\nof the warrants;

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the dates on which the right to exercise the warrants will commence and expire;

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the manner in which the warrant agreements and warrants may be modified;

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a discussion of any material or special U.S. federal income tax considerations of holding or exercising the\nwarrants;

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the terms of the securities issuable upon exercise of the warrants; and

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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.\n

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities\npurchasable upon such exercise, including:

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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium,\nif any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or,\npayments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price\nthat we describe in the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be\nexercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.

Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the\nwarrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set\nforth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection with the exercise of the warrant.

Upon receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust\noffice of the warrant agent, if any, or any other office, including ours, indicated in the applicable prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise. If fewer than all of the\nwarrants (or the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement,\nholders of the warrants may surrender securities as all or part of the exercise price for warrants.

Governing Law

Unless we otherwise specify in the applicable prospectus supplement, the warrants and any warrant agreements and any claim, controversy or\ndispute arising under or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of New York.

Enforceability of Rights by Holders of Warrants

Each warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or\nrelationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the\napplicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder\nof any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

DESCRIPTION OF UNITS

We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may\nevidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and\naddress of the unit agent in the applicable prospectus supplement relating to a particular series of units.

The following description,\ntogether with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. While the terms summarized below will apply generally to any units we\nmay offer, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you\nrelated to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the\nregistration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.

Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit\nwill have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time\nbefore a specified date.

If we offer any units, certain terms of that series of units will be described in the applicable prospectus\nsupplement, including, without limitation, the following, as applicable:

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the designation and the terms of the units and of the securities constituting the units, including whether and\nunder what circumstances the securities comprising the units may be traded separately;

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the identity of any unit agent for the units, if applicable, and of any other depositaries, execution or paying\nagents, transfer agents, registrars or other agents;

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any additional terms of the governing unit agreement, if applicable;

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any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt\nsecurities, common stock, preferred stock or warrants constituting the unit; and

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any applicable U.S. federal income tax considerations.

The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of\nDebt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, debt security or warrant included in each unit, respectively.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail\nbelow. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary or warrant or unit agent, maintain for this purpose as the “holders” of those securities. These\npersons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As\nwe discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

Book-Entry Holders

We may issue\nsecurities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary\non behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of\nthemselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security.\nSecurities issued in global form will be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will make all\npayments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so\nunder agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global\nsecurity, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect\nholders, and not legal holders, of the securities.

Street Name Holders

We may terminate a global security or issue securities in non-global form. In these cases, investors\nmay choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the\ninvestor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For\nsecurities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we\nor any applicable trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their\ncustomer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

Our obligations, as well\nas the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street\nname or by any other indirect means. This will be the case

\nwhether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if\nthat legal holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the legal holders to amend an\nindenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the legal holders, and not the indirect\nholders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.

Special Considerations for\nIndirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the\nsecurities are represented by one or more global securities or in street name, you should check with your own institution to find out:

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how it handles securities payments and notices;

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whether it imposes fees or charges;

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how it would handle a request for the holders’ consent, if ever required;

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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if\nthat is permitted in the future;

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how it would exercise rights under the securities if there were a default or other event triggering the need for\nholders to act to protect their interests; and

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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these\nmatters.

Global Securities

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all\nsecurities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be\nrepresented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise\nin the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.

A global security may\nnot be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under the section titled “Special\nSituations When a Global Security Will Be Terminated” in this prospectus. As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by a global security,\nand investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or\nwith another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will\nbe represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held\nthrough any book-entry clearing system.

Special Considerations for Global Securities

The rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial\ninstitution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only in the form of a global security, an investor should be aware of the following:

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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the\nsecurities and protection of his or her legal rights relating to the securities, as we describe above;

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an investor may not be able to sell interests in the securities to some insurance companies and to other\ninstitutions that are required by law to own their securities in non-book-entry form;

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an investor may not be able to pledge his or her interest in a global security in circumstances where\ncertificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges\nand other matters relating to an investor’s interest in a global security;

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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its\nrecords of ownership interests in a global security, nor do we or any applicable trustee supervise the depositary in any way;

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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in a\nglobal security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

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financial institutions that participate in the depositary’s book-entry system, and through which an\ninvestor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities.

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There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor\nand are not responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated\n

In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical\ncertificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks, brokers or other financial institutions to find\nout how to have their interests in securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.

Unless we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations\noccur:

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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for\nthat global security and we do not appoint another institution to act as depositary within 90 days;

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if we notify any applicable trustee that we wish to terminate that global security; or

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if an event of default has occurred with regard to securities represented by that global security and has not\nbeen cured or waived.

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The applicable prospectus supplement may also list additional situations for terminating a global security that\nwould apply only to the particular series of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the\ninstitutions that will be the initial direct holders.

SELLING SECURITYHOLDERS

Selling securityholders are persons or entities that, directly or indirectly, have acquired or will from time to time acquire from us, our\nsecurities. If the registration statement of which this prospectus forms a part is used by selling securityholders for the resale of any securities registered thereunder pursuant to a registration rights agreement between us and such selling\nsecurityholders or otherwise, information about such selling securityholders, their beneficial ownership of our securities and their relationship with us will be set forth in the applicable prospectus supplement, in a post-effective amendment or in\nother filings we make with the SEC under the Exchange Act that are incorporated by reference.

PLAN OF DISTRIBUTION

We or selling securityholders may sell the securities covered hereby from time to time pursuant to underwritten public offerings, direct sales\nto the public, negotiated transactions, block trades or a combination of these methods. A distribution of these securities offered by this prospectus may also be effected through the issuance of derivative securities, including without limitation,\nwarrants. We or selling securityholders may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers or through a combination of any of these methods of sale. We or selling securityholders may\ndistribute securities from time to time in one or more transactions:

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at a fixed price or prices, which may be changed;

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at market prices prevailing at the time of sale;

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at prices related to such prevailing market prices; or

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at negotiated prices.

We may also sell equity securities covered by this registration statement in an “at the market offering” as defined in\nRule 415(a)(4) under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price, either:

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on or through the facilities of the Nasdaq Global Market or any other securities exchange or quotation or trading\nservice on which such securities may be listed, quoted or traded at the time of sale; and/or

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to or through a market maker other than on the Nasdaq Global Market or such other securities exchanges or\nquotation or trading services.

Such\nat-the-market offerings, if any, may be conducted by underwriters acting as principal or agent.

A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the\nterms of the offering of the securities, including, to the extent applicable:

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the name or names of the underwriters, dealers or agents, if any;

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the name or names of the selling securityholders, if any;

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the purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive\nfrom the sale;

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any over-allotment options under which underwriters may purchase additional securities from us or any selling\nsecurityholders;

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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’\ncompensation;

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any public offering price;

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any discounts or concessions allowed or reallowed or paid to dealers; and

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any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time\nin one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the\n

\nconditions set forth in the applicable underwriting agreement. We or selling securityholders may offer the securities to the public through underwriting syndicates represented by managing\nunderwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment\noption. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We or selling securityholders may use underwriters with whom we have a material relationship. We will describe\nin the prospectus supplement, naming the underwriter, the nature of any such relationship.

We or selling securityholders may sell\nsecurities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the\nprospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

We may authorize\nagents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and\ndelivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

We may provide agents, underwriters and dealers with indemnification against civil liabilities related to this offering, including liabilities\nunder the Securities Act, or contribution with respect to payments that the agents, underwriters or dealers may make with respect to these liabilities. Agents, underwriters and dealers may engage in transactions with, or perform services for, us in\nthe ordinary course of business.

Selling securityholders may be deemed to be underwriters under the Securities Act in connection with the\nsecurities they resell and any profits on the sales may be deemed to be underwriting discounts and commissions under the Securities Act.

All securities we may offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters\nmay make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities. There is currently no market for\nany of the offered securities, other than our common stock which is listed on the Nasdaq Global Market. We have no current plans for listing of the preferred stock, debt securities or warrants on any securities exchange or quotation system; any such\nlisting with respect to any particular preferred stock, debt securities or warrants will be described in the applicable prospectus supplement or other offering materials, as the case may be.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with\nRegulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed\na specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short\npositions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may\ncause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.

Any underwriters or agents that are qualified market\nmakers on the Nasdaq Global Market may engage in passive market making transactions in the common stock on the Nasdaq Global Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering,\nbefore the

\ncommencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a\npassive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must\nthen be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any\ntime.

In compliance with guidelines of the Financial Industry Regulatory Authority (“FINRA”), the maximum consideration or\ndiscount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.

LEGAL MATTERS

Cooley LLP will pass upon certain legal matters in connection with this offering and the validity of the securities offered by this\nprospectus, and any supplement thereto, unless otherwise indicated in the applicable prospectus supplement. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable\nprospectus supplement.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report on\nForm 10-K for the year ended December 31, 2025 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to substantial doubt about the Company’s\nability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.\n

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the\nSecurities Act and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should\nrefer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Neither we nor any agent,\nunderwriter or dealer has authorized any person to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is\naccurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus. Because we are subject to the information and reporting\nrequirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. We\nmaintain a website at www.kodiak.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference the information and reports we file with it into this prospectus, which means that we can\ndisclose important information to you by referring you to these documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the\ninformation already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC (other than those documents or the portions of those documents not deemed to be filed), and any\nfuture filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed in such forms that are related to such items unless such Form\n8-K expressly provides to the contrary) we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all filings made after the date of the filing of this registration statement\nand prior to the effectiveness of this registration statement, except as to any portion of any future report or document that is furnished and not deemed filed under such provisions, until we sell all of the securities:

\n\n\n\n\n

•

our Annual Report on Form\n 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026;

\n\n\n\n\n

•

our Quarterly Reports on Form 10-Q for the quarters ended June 30,\n2026 and March 31, 2026, filed with the SEC on August \n13, 2026 and May 7, 2026, respectively;

\n\n\n\n\n

•

our Current Reports on Form 8-K filed with the SEC on March 27,\n 2026, June \n4, 2026, and September 28, 2026 (each to the extent the information in such reports is filed and not\nfurnished); and

\n\n\n\n\n

•

the description of our common stock in Exhibit\n 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be\nmodified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the\nstatement.

Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this\nprospectus is delivered, a copy of the documents incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an\nexhibit in this prospectus, at no cost by writing or telephoning us at the following address or phone number:

1250 Page Mill Road

Palo Alto, CA 94304

(650) 281-0850

Attention: Investor Relations

\n\n\n $\"LOGO\"$ \n

Common Stock

Preferred Stock

Debt\nSecurities

Warrants

Units

PROSPECTUS

October 20, 2026

PROSPECTUS

\n\n\n $\"LOGO\"$ \n

$350,000,000

Common Stock

We have\nentered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, as agent (“J.P. Morgan”), relating to the sale of shares of our common stock offered by this prospectus. In accordance with\nthe terms of the Distribution Agreement, we may offer and sell shares of our common stock, par value $0.0001 per share, from time to time, having an aggregate offering price of up to $350,000,000 through or to J.P. Morgan acting as our agent or\nprincipal.

Our common stock is listed on the Nasdaq Global Market under the trading symbol “KOD.” On October 19, 2026,\nthe last reported sale price of our common stock was $91.35 per share.

Sales of our common stock, if any, under this prospectus will be\nmade in negotiated transactions, including block trades or block sales, or by any method permitted by law deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the\n“Securities Act”), or such other sales as shall be agreed to by us and J.P. Morgan in writing. Subject to the terms of the Distribution Agreement, J.P. Morgan is not required to sell any specific amount of securities but will act as\nour agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between J.P. Morgan and us. There is no arrangement for funds to be received in any escrow, trust or similar\narrangement.

The compensation to J.P. Morgan for sales of common stock sold pursuant to the Distribution Agreement will be an amount up\nto 3% of the gross proceeds of any shares of common stock sold under the Distribution Agreement. We have also agreed to provide indemnification and contribution to J.P. Morgan with respect to certain liabilities, including liabilities under the\nSecurities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We are a “smaller reporting\ncompany” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See the section titled “Prospectus Summary - Implications of Being a\nSmaller Reporting Company.”

Investing in our common stock involves a high degree of risk. Before making an investment\ndecision, please read the information contained in and incorporated by reference under the section titled “Risk Factors” beginning on page S-7 of this prospectus and under similar headings in the other\ndocuments that we have filed or that are filed after the date hereof and incorporated by reference into this prospectus.

Neither\nthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

J.P. Morgan

The date\nof this prospectus is October 20, 2026.

TABLE OF CONTENTS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


ABOUT THIS PROSPECTUS			S-ii
PROSPECTUS SUMMARY			S-1
RISK FACTORS			S-7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-9
USE OF PROCEEDS			S-11
DILUTION			S-12
PLAN OF DISTRIBUTION			S-14
LEGAL MATTERS			S-16
EXPERTS			S-16
WHERE YOU CAN FIND MORE INFORMATION			S-16
INCORPORATION BY REFERENCE			S-16

S-i

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic registration statement on Form S-3 that we have filed with the\nU.S. Securities and Exchange Commission (the “SEC”), utilizing a “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act. Under the shelf registration\nstatement, we may offer shares of our common stock, preferred stock, debt securities, warrants and units, including common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock,\npreferred stock or debt securities upon the exercise of warrants. Under this prospectus, we may offer shares of our common stock having an aggregate offering price of up to $350,000,000 from time to time at prices and on terms to be determined by\nmarket conditions at the time of offering.

This prospectus relates to the offering of our common stock having an aggregate offering price\nof up to $350,000,000 under the Distribution Agreement. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus, together with the information incorporated by reference as described in the sections\ntitled “Where You Can Find More Information” and “Incorporation by Reference” in this prospectus and the information in any applicable prospectus supplement or any free writing prospectus that we may authorize for use in\nconnection with this offering. These documents contain important information that you should consider when making your investment decision.

This prospectus describes the specific terms of the common stock we are offering and also adds to and updates information contained in the\ndocuments incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference that was filed\nwith the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in one of these documents is inconsistent with a statement in another document having a later date —\nfor example, a document incorporated by reference in this prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.

Neither we nor J.P. Morgan has authorized any other person to provide you with any information other than that contained or incorporated by\nreference in this prospectus, any related prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We and J.P. Morgan take no responsibility for, and can provide no assurance as to the reliability\nof, any other information that others may give you. You should assume that the information appearing in this prospectus, the documents incorporated by reference into this prospectus, and in any applicable prospectus supplement or in any free writing\nprospectus that we may authorize for use in connection with this offering is accurate only as of the date of those respective documents, regardless of the time of delivery of those respective documents. Our business, financial condition, results of\noperations and prospects may have changed since those dates. You should read this prospectus, the documents incorporated by reference into this prospectus, and any applicable prospectus supplement or any free writing prospectus that we may authorize\nfor use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus titled “Where\nYou Can Find More Information” and “Incorporation by Reference.”

We and J.P. Morgan are offering to sell, and seeking\noffers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outside the United\nStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus outside the United States. This prospectus does not\nconstitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or\nsolicitation.

S-ii

We obtained the industry and market data in this prospectus from our own research as well as\nfrom industry and general publications, surveys and studies conducted by third parties. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections,\nassumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section\ntitled “Risk Factors” and elsewhere in this prospectus and documents incorporated by reference into this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the\nindependent parties and by us.

This prospectus and the information incorporated herein by reference contain summaries of certain\nprovisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents\nreferred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under sections\ntitled “Where You Can Find More Information” and “Incorporation by Reference.”

We further note that the\nrepresentations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases,\nfor the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when\nmade. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus, including the information incorporated by reference into this prospectus, includes trademarks, service marks and trade names\nowned by us or others. All trademarks, service marks and trade names included or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners.\n

S-iii

PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus or incorporated by reference in this prospectus, and\ndoes not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks\nof investing in our securities discussed under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are\nincorporated by reference into this prospectus and the applicable prospectus supplement. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the\nregistration statement of which this prospectus is a part.

Except as otherwise indicated herein or as the context otherwise\nrequires, references in this prospectus to “Kodiak,” “the Company,” “we,” “us,” “our” and similar references refer to Kodiak Sciences Inc., a corporation under the laws of the State of\nDelaware and its consolidated subsidiaries, if any, unless otherwise specified.

Overview

Kodiak Sciences Inc. is a precommercial retina-focused biotechnology company committed to researching, developing and commercializing\ntransformative therapeutics. We are focused on bringing new science to the design and manufacture of next generation retinal medicines to prevent and treat the leading causes of blindness globally. Our Antibody Biopolymer Conjugate\n(“ABC”) platform uses molecular engineering to merge the fields of protein-based and chemistry-based therapies and has been at the core of our discovery engine. We are developing a portfolio of three late-stage clinical programs, two of\nwhich are derived from our ABC platform and one which is platform-independent.

Our lead investigational medicine, Zenkuda (tarcocimab\ntedromer), is an anti-vascular endothelial growth factor (“VEGF”) biopharmaceutical built on Kodiak’s proprietary ABC platform for intravitreal administration. Zenkuda has a mean ocular half-life in humans of 20 days, approximately\nthree times longer than approved anti-VEGF therapies and is designed to maintain potent and effective drug levels in ocular tissues for longer. Zenkuda is being developed as a mainstay intravitreal biologic monotherapy that provides rapid initial\neffect and real-world durability, driven by the ABC platform and Kodiak’s science of durability, with the ultimate objective of providing, once approved, a flexible 1-month through 6-month label for all patients with retinal vascular disease (treatment-naïve, treatment-experienced, mild patients, and severe patients).

Zenkuda has completed five successful Phase 3 pivotal studies: the Phase 3 DAYBREAK and DAYLIGHT studies in wet\nage-related macular degeneration (“wet AMD”), the Phase 3 GLOW1 and GLOW2 studies in diabetic retinopathy (“DR”) and the Phase 3 BEACON study in retinal vein occlusion\n(“RVO”). In the DAYBREAK study, Zenkuda met the primary endpoint (p-value of 0.0007) demonstrating meaningful vision gains as well as rapid and sustained retinal drying with the majority of\npatients (54%) on 6-month dosing, establishing a first-line benchmark in wet AMD. In the GLOW1 and GLOW2 studies, Zenkuda successfully treated DR patients and prevented disease progression with 100% of\npatients on extended 6-month dosing at Year 1. In the BEACON study, during the first 6 months, Zenkuda-treated patients were dosed at 8-week intervals (as opposed to 4-week intervals for aflibercept). In the second 6 months, identical retreatment criteria were used for the Zenkuda and aflibercept arms, and nearly half of Zenkuda patients did not require any treatment while\nachieving similar vision and anatomical outcomes as the aflibercept group at one year. We are planning to submit a three-indication (wet AMD, DR, and RVO) BLA for Zenkuda in the fourth quarter of 2026.

Tabirafusp alfa tedromer (“KSI-501”), our second investigational medicine, is an anti-IL-6, VEGF-trap bispecific therapy built on the ABC platform and is being developed for high prevalence retinal vascular diseases\n

S-1

\nto address the leading unmet needs of extended durability and targeting disease biology beyond VEGF for differentiated efficacy. Tabirafusp-ted is designed\nto provide high immediacy/efficacy, driven by the enhanced formulation, and high durability, driven by the ABC platform and our science of durability.

We advanced tabirafusp-ted into the registrational Phase 3 DAYBREAK study to evaluate its efficacy and\nsafety in wet AMD. DAYBREAK uses tabirafusp-ted’s enhanced 50 mg/mL formulation containing both conjugated and unconjugated antibody that is intended to balance immediacy and durability. In the DAYBREAK\nstudy, tabirafusp-ted met the vision primary endpoint (p-value of 0.0036) and anatomical key secondary endpoint (p-value of\n<0.0001). Kodiak has also advanced tabirafusp-ted into the registrational Phase 3 ALTO study designed to explore the superiority of bispecific tabirafusp-ted\n(anti-VEGF, anti-IL-6) versus monospecific aflibercept (anti-VEGF) in patients with diabetic macular edema (“DME”). The ALTO study is now enrolling patients.\n

KSI-101, our third investigational medicine, is a novel, potent and high strength (100 mg/mL)\nantibody-based therapy with a bispecific mechanism of action targeting both IL-6 and VEGF. We are developing KSI-101 for patients with macular edema (retinal fluid)\nsecondary to inflammation (“MESI”). MESI is a heterogeneous group of diseases that clinically present with macular edema and visual impairment which are caused by a common pathophysiology of inflammation and blood retinal barrier\ndisruption. The clinical presentation of retinal fluid and visual impairment is a mainstay in these patients, irrespective of the location of the inflammation inside of the eye (anterior, intermediate, posterior or all intraocular compartments) or\nthe specific etiology (defined autoimmune associated, idiopathic, post-procedural, or inflammatory choroidal neovascularization). Currently there are no available intravitreal biologic therapies addressing the spectrum of MESI diseases. Existing\ntherapies remain limited by side effects and tolerability, underscoring the need for safer and more effective treatment options. MESI represents a new macular edema market segment separate from the established anti-VEGF market.

Data from our dose-finding Phase 1b APEX study demonstrated robust anatomical and visual responses across MESI patients. More than half of\npatients achieved ≥15-letter gains in best corrected visual acuity, with additional benefit at higher dose levels. Rapid vision improvements and anatomical response were observed with 10-letter gains by Week 4 in top dose groups and OCT CST <325 microns achieved as early as Week 1 in top dose groups. Continued anatomical improvement was observed over time with >90% resolution of\nintraretinal (“IRF”) and subretinal fluid (“SRF”) by Week 8 and 20/25 Snellen visual acuity by Week 20. In top dose groups, ≥90% achieved complete absence of IRF and SRF, indicating retinal dryness and normalization of\nretinal architecture. KSI-101 also continued to be well tolerated with a favorable safety profile. The top two dose levels in APEX have been advanced into the Phase 3 pivotal studies, PEAK and PINNACLE.\nEnrollment of the first 300-patient cohort in the PEAK trial supporting Pivotal Analysis 1 has completed and topline results remain on track for a December 2026 release. Completion of enrollment in the second\npivotal cohort evaluating 600 subjects across the PEAK and PINNACLE studies is expected in the fourth quarter of 2026, with topline clinical data release anticipated in second quarter of 2027.

Beyond our late-stage clinical portfolio, we are advancing our platform technology to embed small molecules and other active pharmaceutical\ningredients (“API”), into Kodiak’s proprietary biopolymer backbone to enable high drug-antibody ratio (“DAR”) medicines. The diverse APIs are designed to be released over time to achieve targeted, multi-specific and\ntailored modulation of biological pathways. We believe this unique combination of high DAR and extended therapeutic benefit offers potential for broad and important utility for multifactorial ophthalmic and systemic diseases. We call this platform\nextension our Antibody Biopolymer Conjugate Drug (“ABCD”) platform because we are extending our platform capabilities to include the conjugation of small molecule drugs whereas historically we primarily conjugated biologics such as\nantibodies. Our ABCD platform is advancing a next set of investigational therapies for high prevalence retinal diseases, including our novel “duet” technology for glaucoma and geographic atrophy.

S-2

We have made significant investments in commercial manufacturing that has positioned us well\nfor potential launch of multiple ABC products into large and growing markets. We commissioned URSUS as a cGMP facility in January 2023. URSUS is a custom-designed premium commercial manufacturing facility dedicated to the large scale manufacture of\nKodiak’s ABC medicines, built in collaboration with Lonza, a leading drug contract manufacturing firm.

Our VETi (Visual Engagement\nTechnology and imager) program has achieved significant advancements in hardware, software and algorithms development. VETi is our AI- and machine-learning-enabled wearable headset with applications in retina\ncare alongside broader opportunities in identity security and cognitive sciences. Our progress is reflective of our long-term planning and execution towards an enhanced identity as a vision sciences company, integrating proprietary therapeutics and\nnext-generation vision technologies.

To date, we have retained all global rights to make, use and sell our product candidates, which we\nbelieve preserves future value and allows for agile decision-making. Our objective is to develop our retina-focused product candidates, seek approval from the United States Food and Drug Administration (“FDA”) and ultimately\ncommercialize our product candidates in major markets.

Corporate Information

We were organized in June 2009 in Delaware as a limited liability company. In September 2015, we converted to a Delaware corporation and, in\nconnection with the conversion, changed our name to “Kodiak Sciences Inc.” Our principal executive office is located at 1250 Page Mill Road, Palo Alto, California 94304. Our telephone number is (650)\n281-0850.

We maintain an internet website at the following address: www.kodiak.com. The\ninformation on our website is not incorporated by reference into this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in\naccordance with the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make this information available on or through our website free of charge as soon as reasonably\npracticable after we electronically file the information with, or furnish it to, the SEC. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that\nfile electronically with the SEC.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. As of\nJune 30, 2025, we qualified as a smaller reporting company because the market value of our common stock held by non-affiliates as of such date was less than $700 million and our annual revenues for\nthe fiscal year ended December 31, 2024 were less than $100 million. As of June 30, 2026, the market value of our common stock held by non-affiliates exceeded $700 million, and we therefore\ndetermined that we no longer qualified as a smaller reporting company. However, under applicable SEC transition rules, we remain eligible to use the disclosure requirements applicable to smaller reporting companies through the end of fiscal year\n2026, including in our Annual Report on Form 10-K for the year ending December 31, 2026. We will cease to be eligible to use those requirements beginning with our Quarterly Report on Form 10-Q for the quarter ending March 31, 2027. While we remain eligible to use the disclosure requirements applicable to smaller reporting companies, we may provide less public disclosure than larger public\ncompanies, including only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results

S-3

\nof operations disclosure. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity\ninterests. We cannot predict if investors will find our common stock less attractive as a result of our reliance on these exemptions. If some investors find our common stock less attractive as a result of any choice we make to reduce disclosure,\nthere may be a less active trading market for our common stock and the market price for our common stock may be more volatile.

S-4

The Offering

\n\n\n

Common Stock Offered by Us

Shares of our common stock having an aggregate offering price of up to $350,000,000.

\n\n\n

Common Stock to be Outstanding After this Offering

Up to 66,662,277 shares (as more fully described in the notes following this table), assuming sales of 3,831,417 shares of our common stock in this offering at an assumed offering price of $91.35 per share, which was the last reported sale\nprice of our common stock on the Nasdaq Global Market on October 19, 2026. The actual number of shares issued will vary depending on the sales price under this offering.

\n\n\n

Manner of Offering

From time to time by us through or to J.P. Morgan, acting as agent on our behalf or as principal, including “at-the-market” offerings, as applicable. See\nsection titled “Plan of Distribution” on page S-14 of this prospectus.

\n\n\n

Use of Proceeds

We currently intend to use any net proceeds from the sale of the common stock offered by us hereunder for working capital, capital expenditures, operating expenditures, and general corporate purposes. We may also use a portion of the net\nproceeds and our existing cash, cash equivalents and marketable securities to invest in or acquire businesses or technologies that we believe are complementary to our own. However, we have no current commitments or obligations to do so. See the\nsection titled “Use of Proceeds” on page S-11 of this prospectus.

\n\n\n

Risk Factors

Investing in our common stock involves significant risks. Before making an investment decision, please read the information contained in the section titled “Risk Factors” beginning on page S-7\nof this prospectus and under similar headings in the other documents that we have filed or that are filed after the date hereof and incorporated by reference into this prospectus.

\n\n\n

The Nasdaq Global Market Symbol

“KOD”.

The number of shares of common stock to be outstanding after the offering is based on 62,830,860\nshares of common stock outstanding as of June 30, 2026, and excludes as of that date:

\n\n\n\n\n

•

16,904,763 shares of our common stock issuable upon the exercise of stock options under the 2015 Share Incentive\nPlan (“2015 Plan”) and the 2018 Equity Incentive Plan (“2018 Plan”), at a weighted-average exercise price of $19.01 per share;

\n\n\n\n\n

•

4,627,334 shares of our common stock issuable upon the exercise of stock options under the 2021 Long-Term\nPerformance Incentive Plan (“2021 LTPIP”), at a weighted-average exercise price of $88.21 per share;

\n\n\n\n\n

•

126,751 shares of our common stock issuable upon the settlement of outstanding restricted stock units granted\nunder the 2018 Plan;

\n\n\n\n\n

•

2,769,357 shares of common stock reserved for future issuance under the 2018 Plan;

S-5

\n\n\n\n\n

•

230,311 shares of our common stock reserved for future issuance under the 2018 Employee Share Purchase Plan\n(“ESPP”);

\n\n\n\n\n

•

1,848,047 shares of common stock issuable upon the exercise of stock options granted subsequent to June 30,\n2026, with a weighted average exercise price of $43.68 per share; and

\n\n\n\n\n

•

27,200 shares of common stock underlying restricted stock units granted subsequent to June 30, 2026.\n

S-6

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider\ncarefully the risks and uncertainties described below and discussed under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed under the section titled\n“Risk Factors” contained in our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments\nthereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, as updated or superseded by the risks and uncertainties described under similar headings in the other documents that\nare filed after the date hereof and incorporated by reference into this prospectus, together with the other information in this prospectus, the documents incorporated by reference and any applicable prospectus supplement or any free writing\nprospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic,\nbusiness, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to\nanticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to\ndecline, resulting in a loss of all or part of your investment. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.”

Additional Risks Related to This Offering

Management will have broad discretion as to the use of the net proceeds from this offering, and may not use the proceeds effectively.

Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have\nbroad discretion as to the application of any net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. Our management may use any net proceeds for corporate purposes that may not\nimprove our financial condition or market value. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our growth\nstrategy and adversely affect the market price of our common stock. You will not have the opportunity to influence our decisions on how to use the net proceeds from this offering.

It is not possible to predict the aggregate proceeds resulting from sales made under the Distribution Agreement.

Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement\nnotice to J.P. Morgan at any time throughout the term of the Distribution Agreement. Because the price per share of each share sold pursuant to the Distribution Agreement will fluctuate over time, it is not currently possible to predict the\naggregate proceeds to be raised in connection with sales under the Distribution Agreement.

You may experience immediate and substantial dilution as\na result of this offering.

The offering price per share of our common stock in this offering may exceed the net tangible book\nvalue per share of our common stock outstanding prior to this offering. See the section titled “Dilution” below for a more detailed illustration of the dilution you may incur if you participate in this offering.

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Future sales or issuances of our common stock in the public markets, or the perception of such sales,\ncould depress the trading price of our common stock.

The sale of a substantial number of shares of our common stock or other\nequity-related securities in the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We may sell\nlarge quantities of our common stock at any time pursuant to this prospectus or in one or more separate offerings. We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of\nour common stock.

The actual number of shares of common stock we will issue under the Distribution Agreement, at any one time or in total, is\nuncertain.

Subject to certain limitations in the Distribution Agreement and compliance with applicable law, we have the discretion\nto deliver a placement notice to J.P. Morgan at any time throughout the term of the Distribution Agreement. Because the price per share of each share of common stock sold will fluctuate based on the market price of our common stock during the sales\nperiod, it is not possible at this stage to predict the number of shares of common stock that will be ultimately issued.

Sales of common stock\noffered hereby will be made in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different\nlevels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our\nboard of directors or any restrictions we may place in any applicable placement notice delivered to the agent, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the\nshares they purchase in this offering as a result of sales made at prices lower than the prices they paid.

S-8

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by\nterms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,”\n“anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan”, “hope” or the negative of these terms, or similar\nexpressions and comparable terminology intended to identify forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section\ntitled “Risk Factors” and elsewhere in this prospectus and in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which\nare incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a\nspecific offering. Forward-looking statements may include, but are not limited to, statements about:

\n\n\n\n\n

•

our expectations regarding the potential market size and size of the potential patient populations for our\nproduct candidates and any future product candidates, if approved for commercial use;

\n\n\n\n\n

•

our clinical and regulatory development plans, including for tarcocimab,\nKSI-501 and KSI-101;

\n\n\n\n\n

•

our expectations with regard to the results of our clinical studies, preclinical studies and research and\ndevelopment programs, including the timing and availability of data from such studies;

\n\n\n\n\n

•

the timing of commencement of future nonclinical studies and clinical trials and research and development\nprograms;

\n\n\n\n\n

•

our ability to acquire, discover, develop and advance product candidates into, and successfully complete,\nclinical trials, including our ability to progress tarcocimab, KSI-501 and KSI-101 into later stages of development and towards a Biologics License Application\n(“BLA”);

\n\n\n\n\n

•

our and Lonza’s ability to successfully execute on our manufacturing development plan, and our expectations\nregarding chemistry manufacturing and controls requirements of the FDA and other regulatory bodies to support any BLA submission and potential commercial launch;

\n\n\n\n\n

•

the timing or likelihood of regulatory filings and approvals for our product candidates, and any related\nrestrictions, limitations and/or warnings in the label of any approved product candidate;

\n\n\n\n\n

•

the rate and degree of market acceptance of our product candidates, and the size and growth potential of the\nmarkets for our product candidates, if approved for commercial use, and our ability to serve those markets;

\n\n\n\n\n

•

the pricing and reimbursement of our product candidates, if approved;

\n\n\n\n\n

•

the success of competing products or platform technologies that are or may become available;\n

\n\n\n\n\n

•

our plans and ability to establish sales, marketing and distribution infrastructure to commercialize any product\ncandidates for which we obtain approval;

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\n\n\n\n\n

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our\nproduct candidates and technology, including the projected terms of patent protection;

\n\n\n\n\n

•

estimates of our expenses, future revenue, capital requirements, our needs for additional financing, our ability\nto obtain additional capital, and our ability to continue as a going concern;

\n\n\n\n\n

•

our intended use of proceeds from this offering and our existing cash, cash equivalents and marketable\nsecurities;

\n\n\n\n\n

•

the potential future sales of our common stock under our at-the-market offering program;

\n\n\n\n\n

•

our future financial or operating performance;

\n\n\n\n\n

•

our aspirational goals and objectives related to our human capital resources and workforce objectives, including\nour ability to attract and retain key managerial, scientific and medical personnel; and

\n\n\n\n\n

•

developments and projections relating to our competitors and our industry, including competing products.\n

These risks are not exhaustive. Other sections of this prospectus may include additional factors that could harm our\nbusiness and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties,\nnor can we assess the impact of all such factors on our business or the extent to which any such factor, or combination of such factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in\nthe forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any\nreason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.

In addition,\nstatements containing the words “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we\nbelieve such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant\ninformation. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should\nread this prospectus, any applicable prospectus supplement, together with the documents we have filed with the SEC that are incorporated by reference herein and therein and any free writing prospectuses that we may authorize for use in connection\nwith a specific offering completely and with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these\ncautionary statements.

S-10

USE OF PROCEEDS

We may issue and sell shares of our common stock having aggregate gross sales proceeds of up to $350,000,000 from time to time. Because there\nis no minimum offering amount required pursuant to the Distribution Agreement with J.P. Morgan, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on\nthe number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the Distribution Agreement as a source of financing.

We currently intend to use any net proceeds from the sale of the common stock offered by us hereunder for working capital, capital\nexpenditures, operating expenditures, and general corporate purposes. We may also use a portion of the net proceeds to invest in or acquire businesses or technologies that we believe are complementary to our own, although we have no current plans,\ncommitments or agreements with respect to any acquisitions as of the date of this prospectus. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the net proceeds from the sale of securities, if any,\nunder this prospectus.

Pending application of any net proceeds as described above, we intend to invest the proceeds in investment-grade,\ninterest-bearing securities.

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DILUTION

We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by\nthe number of outstanding shares of our common stock. Dilution represents the difference between the portion of the amount per share paid by purchasers of shares in an offering and the as adjusted net tangible book value per share of our common\nstock immediately after giving effect to such an offering.

Our net tangible book value as of June 30, 2026, was approximately\n$61.1 million, or $0.97 per share. Net tangible book value is total assets minus the sum of liabilities and intangible assets. Net tangible book value per share is net tangible book value divided by the total number of shares of common stock\noutstanding as of June 30, 2026.

After giving effect to the sale of up to 3,831,417 shares of our common stock in an offering\npursuant to the Distribution Agreement at an assumed public offering price of $91.35 per share, the last reported sale price of our common stock on the Nasdaq Global Market on October 19, 2026, and after deducting commissions and estimated\noffering expenses payable by us, our as adjusted net tangible book value as of June 30, 2026 would have been approximately $400.2 million, or $6.00 per share of common stock. This represents an immediate increase in net tangible book value\nof $5.03 per share to existing stockholders and immediate dilution of $85.35 per share to investors purchasing our common stock in such an offering at the assumed public offering price. The following table illustrates this per share dilution:\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Assumed offering price per share			$	91.35
Net tangible book value per share as of June 30, 2026	$	0.97
Increase in net tangible book value per share attributable to new investors in offering	$	5.03

As adjusted net tangible book value per share as of June 30, 2026, after giving effect to\nthis offering			$	6.00

Dilution per share to new investors purchasing shares in this offering			$	85.35

The shares subject to the Distribution Agreement are being sold from time to time at various prices. Each\n$5.00 increase in the assumed public offering price of $91.35 per share, assuming all of our common stock in the aggregate amount of $350,000,000 during the term of the Distribution Agreement is sold at that price, would increase the dilution per\nshare to new investors by approximately $4.98 per share, after deducting the commissions and estimated offering expenses payable by us. Each $5.00 decrease in the assumed public offering price of $91.35 per share, assuming all of our common stock in\nthe aggregate amount of $350,000,000 during the term of the Distribution Agreement is sold at that price, would decrease the dilution per share to new investors by approximately $4.98 per share, after deducting the commissions and estimated offering\nexpenses payable by us. The information discussed above is illustrative only and will be adjusted based on the actual offering prices and the actual number of shares issued and sold pursuant to the Distribution Agreement.

The above discussion and table are based on 62,830,860 shares of common stock outstanding as of June 30, 2026, and excludes:

\n\n\n\n\n

•

16,904,763 shares of our common stock issuable upon the exercise of stock options under the 2015 Plan and\nthe 2018 Plan, at a weighted-average exercise price of $19.01 per share;

\n\n\n\n\n

•

4,627,334 shares of our common stock issuable upon the exercise of stock options under the 2021 LTPIP, at a\nweighted-average exercise price of $88.21 per share;

\n\n\n\n\n

•

126,751 shares of our common stock issuable upon the settlement of outstanding restricted stock units granted\nunder the 2018 Plan;

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\n\n\n\n\n

•

2,769,357 shares of common stock reserved for future issuance under the 2018 Plan;

\n\n\n\n\n

•

230,311 shares of our common stock reserved for future issuance under the ESPP;

\n\n\n\n\n

•

1,848,047 shares of common stock issuable upon the exercise of stock options granted subsequent to June 30,\n2026, with a weighted average exercise price of $43.68 per share; and

\n\n\n\n\n

•

27,200 shares of common stock underlying restricted stock units granted subsequent to June 30, 2026.\n

To the extent that options outstanding as of June 30, 2026, have been or are exercised, or restricted stock units\nvest or other shares are issued, investors purchasing shares in an offering pursuant to the Distribution Agreement could experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic\nconsiderations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could\nresult in further dilution to investors in an offering pursuant to the Distribution Agreement.

S-13

PLAN OF DISTRIBUTION

We have entered into the Distribution Agreement with J.P. Morgan, dated October 20, 2026, under which we may issue and sell from time to time\nup to $350,000,000 of our common stock through or to J.P. Morgan acting as our agent or principal. Sales of our common stock, if any, will be made in negotiated transactions, including block trades or block sales, or by any method permitted by law\ndeemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, including without limitation sales made through the Nasdaq Global Market, or such other sales as shall be agreed by us and J.P. Morgan in writing.\nSales pursuant to the Distribution Agreement may be made through an affiliate of J.P. Morgan. If authorized by us in writing, J.P. Morgan may purchase shares of our common stock as principal.

J.P. Morgan will offer our common stock subject to the terms and conditions of the Distribution Agreement on a daily basis or as otherwise\nagreed upon by us and J.P. Morgan. We will designate the maximum amount of common stock to be sold through J.P. Morgan on a daily basis or otherwise determine such maximum amount together with J.P. Morgan. Subject to the terms and conditions of the\nDistribution Agreement, J.P. Morgan will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us. J.P. Morgan and we each have the right, by giving written notice as specified in the\nDistribution Agreement, to terminate the Distribution Agreement in each party’s sole discretion at any time.

The aggregate\ncompensation payable to J.P. Morgan as agent equals up to 3% of the gross sales price of the shares sold through it pursuant to the Distribution Agreement. We have also agreed to reimburse J.P. Morgan for certain of J.P. Morgan’s expenses\nincurred in connection with the execution of the Distribution Agreement. We estimate that the total expenses of the offering payable by us, excluding commissions payable to J.P. Morgan under the Distribution Agreement, will be approximately\n$400,000.

The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental,\nregulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common stock.

Under the terms of the Distribution Agreement, we may also sell shares of our common stock to J.P. Morgan, as principal, at a price\nagreed upon at the time of sale. If we sell shares of our common stock to J.P. Morgan as principal, we will enter into a separate terms agreement with J.P. Morgan, setting forth the terms of such transaction, and we will describe the agreement\nin a separate prospectus supplement or pricing supplement.

J.P. Morgan will provide written confirmation to us following the close of\ntrading on the Nasdaq Global Market on each day in which common stock is sold through it as agent under the Distribution Agreement. We will report at least quarterly the number of shares of common stock sold through J.P. Morgan under the\nDistribution Agreement and the net proceeds to us in connection with the sales of common stock.

If we or J.P. Morgan have reason to\nbelieve that the exemptive provisions set forth in Rule 101(c)(l) of Regulation M under the Exchange Act are not satisfied with respect to us or our common stock, we or J.P. Morgan, as applicable, are required by the Distribution Agreement\nto notify the other party, and sales of common stock under the Distribution Agreement must be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.

Settlement for sales of common stock will occur, unless the parties agree otherwise, on the first business day that is also a trading day\nfollowing the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We have agreed in the Distribution Agreement to provide indemnification and contribution to J.P. Morgan against certain liabilities, including\nliabilities under the Securities Act. As agent, J.P. Morgan will not engage in any transaction that stabilizes our common stock.

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The offering of our common stock pursuant to the Distribution Agreement will terminate upon\nthe earlier of (i) the sale of all shares of our common stock subject to the Distribution Agreement, (ii) the termination of the Distribution Agreement by us and/or by J.P. Morgan and (iii) the third anniversary of the date of the Distribution\nAgreement.

Our common stock is listed on the Nasdaq Global Market and trades under the symbol “KOD.” The transfer agent and\nregistrar for our common stock is Computershare Trust Company, N.A.

J.P. Morgan and/or its affiliates have provided, and may in the\nfuture provide, various investment banking and other financial services for us for which services they have received and may in the future receive, customary fees.

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LEGAL MATTERS

Cooley LLP has passed upon the validity of the shares of our common stock offered hereby. J.P. Morgan is being represented by Davis\nPolk & Wardwell LLP in connection with the offering.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report on Form\n10-K for the year ended December 31, 2025 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to substantial doubt about the Company’s ability to\ncontinue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the\nSecurities Act and does not contain all the information set forth in the registration statement. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy\nstatements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. We maintain a website at www.kodiak.com. The information contained in, or that can be\naccessed through, our website is not part of this prospectus.

INCORPORATION BY REFERENCE

\n\n\n\n\n

•

our Annual Report on Form\n 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026;

\n\n\n\n\n

•

our Quarterly Reports on Form 10-Q for the quarters ended June 30,\n2026 and March 31, 2026, filed with the SEC on August \n13, 2026 and May 7, 2026, respectively;

\n\n\n\n\n

•

our Current Reports on Form 8-K filed with the SEC on March 27,\n 2026, June \n4, 2026, and September 28, 2026 (each to the extent the information in such reports is filed and not\nfurnished); and

\n\n\n\n\n

•

the description of our common stock in Exhibit\n 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

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Upon request, we will provide, without charge, to each person, including any beneficial\nowner, to whom a copy of this prospectus is delivered, a copy of the documents incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any exhibits we have specifically\nincorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following address or phone number:

1250 Page Mill Road

Palo Alto, CA\n94304

(650) 281-0850

Attention: Investor Relations

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\n\n\n $\"LOGO\"$ \n

Up to $350,000,000

Common Stock

PROSPECTUS

J.P. Morgan

October 20, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of the costs and expenses, other than underwriting discounts and commissions, payable by us in\nconnection with the offering of the securities being registered.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Amount to be paid
Item
SEC registration fee	$	(1)
FINRA filing fee		(2)
Accounting fees and expenses		(2)
Legal fees and expenses		(2)
Transfer Agent fees and expenses		(2)
Printing and miscellaneous fees and expenses		(2)

Total	$	(2)

\n\n\n

(1)	In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all\napplicable registration fees for the securities offered by this prospectus.

\n\n\n

(2)

These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be\nestimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution of securities being offered will be included in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers.

As permitted by Section 102 of the DGCL, we have adopted provisions in our amended and restated certificate of incorporation and amended\nand restated bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an\ninformed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to the registrant or the registrant’s stockholders for monetary damages for breach of fiduciary\nduty as a director, except for liability for:

\n\n\n\n\n

•

any breach of the director’s duty of loyalty to the registrant or the registrant’s stockholders;\n

\n\n\n\n\n

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;\n

\n\n\n\n\n

•

any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or\n

\n\n\n\n\n

•

any transaction from which the director derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. The\nregistrant’s amended and restated certificate of incorporation also authorizes the registrant to indemnify the registrant’s officers, directors and other agents to the fullest extent permitted under Delaware law.

As permitted by Section 145 of the DGCL, the registrant’s amended and restated bylaws provide that:

\n\n\n\n\n

•

the registrant may indemnify our directors, officers and employees to the fullest extent permitted by the DGCL,\nsubject to limited exceptions;

\n\n\n\n\n

•

the registrant may advance expenses to our directors, officers and employees in connection with a legal\nproceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

II-1

\n\n\n\n\n

•

the rights provided in our amended and restated bylaws are not exclusive.

The registrant’s amended and restated certificate of incorporation and the registrant’s amended and restated bylaws provide for\nthe indemnification provisions described above and elsewhere herein. The registrant has entered or will enter into, and intends to continue to enter into, separate indemnification agreements with the registrant’s directors and officers that\nmay be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements generally require the registrant, among other things, to indemnify the registrant’s officers and directors against certain\nliabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct.

These indemnification agreements also generally require the registrant to advance any expenses incurred by the directors or officers as a\nresult of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the registrant’s officers and directors for\nliabilities, including reimbursement of expenses incurred, arising under the Securities Act.

The registrant has purchased and currently\nintends to maintain insurance on behalf of each and every person who is or was a director or officer of the registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to\ncertain exclusions.

The form of underwriting agreement between the registrant and the underwriters to be filed as Exhibit 1.1 to this\nregistration statement provides for the indemnification by the underwriters of the registrant and the registrant’s officers and directors who sign this registration statement for specified liabilities, including matters arising under the\nSecurities Act. The distribution agreement between the registrant and the agent filed as Exhibit 1.2 to this registration statement provides for the indemnification by the agent of the registrant and the registrant’s officers and\ndirectors who sign this registration statement for specified liabilities, including matters arising under the Securities Act.

Item 16. Exhibits\n

(a) Exhibits

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Exhibit Number		Exhibit Description		Incorporated by Reference to Filings Indicated
	Form		Exhibit No.		Filing Date

1.1**		Form of Underwriting Agreement.

1.2*		Distribution Agreement, dated October 20, 2026, between the Registrant and J.P. Morgan Securities LLC.

3.1		Amended and Restated Certificate of Incorporation of Kodiak Sciences Inc.		10-Q		3.1	11/16/2018

3.2		Amended and Restated Bylaws of Kodiak Sciences Inc.		10-Q		3.2	11/16/2018

4.1		Form of Common Stock Certificate.		S-1/A		4.1	9/24/2018

4.2**		Form of Certificate of Designation of Preferred Stock.

4.3*		Form of Indenture, between the Registrant and one or more trustees to be named.

4.4**		Form of Debt Securities.

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Exhibit Number		Exhibit Description		Incorporated by Reference to Filings Indicated
	Form		Exhibit No.		Filing Date

4.5*		Form of Common Stock Warrant Agreement and Warrant Certificate.

4.6*		Form of Preferred Stock Warrant Agreement and Warrant Certificate.

4.7*		Form of Debt Securities Warrant Agreement and Warrant Certificate.

4.8**		Form of Unit Agreement.

5.1*		Opinion of Cooley LLP.

23.1*		Consent of Independent Registered Public Accounting Firm.

23.2*		Consent of Cooley LLP (included in Exhibit 5.1).

24.1*		Powers of Attorney (incorporated by reference to the signature page hereto).

25.1#		Statement of Eligibility of Trustee under the Indenture.

107		Filing Fee Table

\n\n\n

*	Filed herewith

\n\n\n

**	To be filed by amendment or incorporated by reference in connection with the offering of the securities.\n

\n\n\n

#	To be filed, if applicable, in accordance with the requirements of Section 305(b)(2) of the Trust\nIndenture Act.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration\nstatement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the\nmost recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of\nsecurities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with\nthe SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective\nregistration statement; and

(iii) To include any material information with respect to the plan of distribution not\npreviously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however,\nthat the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by\nthe registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement or are contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this\nregistration statement.

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(2) That, for the purpose of determining any liability under the Securities\nAct, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.\n

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain\nunsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to\nany purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the\nregistration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in\nreliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the\nregistration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for\nliability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus\nrelates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or\nmade in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,\nsupersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial\ndistribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities\nto the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such\npurchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to\nbe filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the\nundersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing\nprospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual\nreport pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the\nregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of\nSection 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

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(8) Insofar as indemnification for liabilities arising under the Securities\nAct may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as\nexpressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling\nperson of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its\ncounsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final\nadjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe\nthat it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned,\nthereunto duly authorized, in the City of Palo Alto, California, on October 20, 2026.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


KODIAK SCIENCES INC.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Victor Perlroth and John\nBorgeson, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name,\nplace or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement, and\nall post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 and about the premises, as fully to all intents\nand purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or\nsubstitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as\namended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Victor Perlroth \n Victor Perlroth, M.D.	Chairman and Chief Executive Officer \n (Principal Executive Officer)	October 20, 2026

/s/ John Borgeson \n John Borgeson	Chief Financial Officer \n (Principal Financial and Accounting Officer)	October 20, 2026

/s/ Felix J. Baker \n Felix J. Baker, Ph.D.	Director	October 20, 2026

/s/ Charles Bancroft \n Charles Bancroft	Director	October 20, 2026

/s/ Bassil I. Dahiyat \n Bassil I. Dahiyat, Ph.D.	Director	October 20, 2026

/s/ Richard S. Levy \n Richard S. Levy, M.D.	Director	October 20, 2026

/s/ Robert A. Profusek \n Robert A. Profusek, J.D.	Director	October 20, 2026

/s/ Taiyin Yang \n Taiyin Yang, Ph.D.	Director	October 20, 2026

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