Kodiak Sciences Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Management’s Evaluation of our Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2020. Based upon such evaluation, our principal executive officer and principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2020 . Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2020 , as stated in their report included in Item 8 of this Annual Report on Form 10-K. Limitations on the Effectiveness of Controls Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2020 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION We are currently party to an Investors’ Rights Agreement, dated September 8, 2015, as amended (the “Investors’ Rights Agreement”) which provides registration rights to entities affiliated with Felix Baker, a member of our board of directors, and Dr. Perlroth, our board chair and chief executive officer. The Investors’ Rights Agreement expires this year, and on March 1, 2021, we entered into a registration rights agreement (the “Registration Rights Agreement”) with 667, L.P., Baker Brothers Life Sciences, L.P. (collectively, the “Baker Entities”) and Victor Perlroth (together with the Baker Entities, the “Investors”) which is intended to supersede the expiring Investors’ Rights Agreement and pursuant to which the Investors are entitled to certain resale registration rights with respect to shares of common stock of the Company held by the Investors. The rights of the Investors under the Registration Rights Agreement will continue in effect for up to ten years. The foregoing is only a brief description of the terms of the Registration Rights Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Registration Rights Agreement that is filed as Exhibit 4.7. 145 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days after December 31, 2020 , or the Proxy Statement, under the caption “Executive Officers” and “Board of Directors and Corporate Governance”, and is incorporated in this Annual Report on Form 10-K by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be contained in the Proxy Statement under the caption “Executive Compensation” and is incorporated in this Annual Report on Form 10-K by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be contained in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated in this Annual Report on Form 10-K by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be contained in the Proxy Statement under the caption “Related Person Transactions” and is incorporated in this Annual Report on Form 10-K by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be contained in the Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated in this Annual Report on Form 10-K by reference. 146 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) FINANCIAL STATEMENTS The consolidated financial statements are filed as part of this report under Item 8. (2) FINANCIAL STATEMENT SCHEDULES All schedules to the consolidated financial statements are omitted as the required information is either inapplicable or presented in the consolidated financial statements. (3) EXHIBITS 147 EX HIBIT INDEX Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of Kodiak Sciences Inc. 10-Q 001-38682 3.1 11/16/2018 3.2 Amended and Restated Bylaws of Kodiak Sciences Inc. 10-Q 001-38682 3.2 11/16/2018 4.1 Form of Common Stock Certificate S-1/A 333-227237 4.1 9/24/2018 4.2 Investors’ Rights Agreement, dated September 8, 2015, as amended, by and among the registrant and the investors and founders named therein S-1/A 333-227237 4.2 9/24/2018 4.5 Form of Class B Share Warrant S-1/A 333-227237 4.5 9/7/2018 4.6 Description of Securities 10-K 001-38682 4.6 3/16/2020 4.7* Registration Rights Agreement, dated March 1, 2021, by and among the registrant and the investors named therein 10.1+ Form of Director and Officer Indemnification Agreement S-1/A 333-227237 10.1 9/24/2018 10.2+ 2009 Options and Profits Interest Plan S-1 333-227237 10.2 9/7/2018 10.3+ 2015 Share Incentive Plan S-1 333-227237 10.3 9/7/2018 10.4+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2009 Option and Profits Interest Plan S-1 333-227237 10.4 9/7/2018 10.5+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2015 Share Incentive Plan S-1 333-227237 10.5 9/7/2018 10.6+ 2018 Equity Incentive Plan S-1/A 333-227237 10.6 9/24/2018 10.7+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2018 Equity Incentive Plan S-1/A 333-227237 10.7 9/24/2018 10.8+ Form of Notice of Restricted Stock Unit Grant and Terms and Conditions of Restricted Stock Unit Grant under the 2018 Equity Incentive Plan S-1/A 333-227237 10.8 9/24/2018 10.9+ 2018 Employee Stock Purchase Plan S-1/A 333-227237 10.9 9/24/2018 10.10+ Form of Subscription Agreement under the 2018 Employee Stock Purchase Plan S-1/A 333-227237 10.10 9/24/2018 10.11+ Executive Employment Agreement, effective as of September 6, 2018, between the Registrant and Victor Perlroth S-1/A 333-227237 10.11 9/24/2018 10.12+ Amended Executive Employment Agreement, effective as of September 6, 2018, between the Registrant and John Borgeson S-1/A 333-227237 10.12 9/24/2018 10.13+ Executive Employment Agreement, effective as of September 6, 2018, between the Registrant and Jason Ehrlich S-1/A 333-227237 10.13 9/24/2018 148 10.14+ Amended Executive Employment Agreement, effective as of September 6, 2018, between the Registrant and Hong Liang S-1/A 333-227237 10.14 9/24/2018 10.15+ Executive Incentive Compensation Plan S-1/A 333-227237 10.15 9/24/2018 10.16+ Outside Director Compensation Policy S-1/A 333-227237 10.16 9/24/2018 10.17 Funding Agreement, dated as of December 1, 2019, between Kodiak Sciences Inc., Kodiak Sciences GmbH and Baker Bros. Advisors, LP 8-K 001-38682 10.1 12/2/2019 10.18 Lease Agreement for 1200 Page Mill Road, Building 3, by and between the Registrant and 1050 Page Mill Road Property, LLC, dated June 19, 2020 10-Q 001-38682 10.1 8/10/2020 10.19 Lease Agreement for 1250 Page Mill Road, Building 4, by and between the Registrant and 1050 Page Mill Road Property, LLC, dated June 19, 2020 10-Q 001-38682 10.2 8/10/2020 23.1* Consent of Independent Registered Public Accounting Firm 24.1* Power of Attorney (included in signature page) 31.1 * Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 † * Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 † * Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 149 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. + Indicates management contract or compensatory plan. † The certifications attached as Exhibits 32.1 and 32.2 are deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Kodiak Sciences Inc. under the Securities Exchange Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof irrespective of any general incorporation by reference language contained in any such filing, except to the extent that the registrant specifically incorporates it by reference. ITEM 16. FORM 10-K SUMMARY None. 150 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KODIAK SCIENCES INC. Date: March 1, 2021 By: /s/ Victor Perlroth Victor Perlroth, M.D. 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 Borgeson, jointly and severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name , place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Victor Perlroth Chairman and Chief Executive Officer (Principal Executive Officer) March 1, 2021 Victor Perlroth, M.D. /s/ John Borgeson Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) March 1, 2021 John Borgeson /s/ Felix J. Baker Director March 1, 2021 Felix J. Baker, Ph.D. /s/ Charles Bancroft Director March 1, 2021 Charles Bancroft /s/ Bassil I. Dahiyat Director March 1, 2021 Bassil I. Dahiyat, Ph.D. /s/ Richard S. Levy Director March 1, 2021 Richard S. Levy, M.D. /s/ Robert A. Profusek Director March 1, 2021 Robert A. Profusek, J.D. /s/ Taiyin Yang Director March 1, 2021 Taiyin Yang, Ph.D. 151