Kodiak Sciences Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Kodiak Sciences (Nasdaq: KOD) announced a proposed underwritten public offering of 6,000,000 shares of common stock with a 30-day option for underwriters to purchase up to an additional 900,000 shares at the public offering price, less underwriting discounts and commissions. All offered shares will be sold by Kodiak Sciences and the offering is subject to market and other conditions. The shares are being offered pursuant to a shelf registration on Form S-3 declared effective by the SEC on June 2, 2023. J.P. Morgan, Jefferies, Evercore ISI and UBS are joint book-running managers.

Positive

• Company intends to sell 6,000,000 company-held shares
• Underwriters may purchase up to 900,000 additional shares
• Offering uses an S-3 shelf declared effective June 2, 2023
• Named joint book-runners: J.P. Morgan, Jefferies, Evercore ISI, UBS

Negative

• Potential dilution from up to 6,900,000 new shares
• Completion is uncertain and subject to market conditions

Key Figures

Primary shares offered 6,000,000 shares Underwritten public offering of common stock

Underwriter option 900,000 shares 30-day option to purchase additional shares

Option period 30 days Underwriters’ option duration for additional shares

Effective date June 2, 2023 Effectiveness of existing registration statement referenced

Market Reality Check

$23.02 Last Close

Volume Volume 422,894 is below the 20-day average of 721,022, showing muted pre-news activity. low

Technical Shares at $23.81 are trading above the 200-day MA of $9.15 and 9.16% below the 52-week high of $26.21.

Peers on Argus

Peers show mixed moves with both gains and losses: e.g., ATYR up 2.32%, OLMA up 2.83%, SAGE down 0.69%, OPT down 2.01%. No evidence of a coordinated sector move around this announcement.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 13	Earnings update	Negative	-6.8%	Q3 loss and going concern language drove a -6.81% price reaction.
Nov 12	Investor conferences	Positive	+3.2%	Upcoming investor presentations coincided with a 3.16% price gain.
Nov 05	Clinical data update	Positive	-1.5%	Strong APEX Week 20 KSI-101 data but shares fell 1.49%.
Sep 15	Clinical data update	Positive	+1.1%	New APEX vision and drying data supported a 1.08% price rise.
Sep 02	Conference participation	Positive	-4.7%	Plans to present MESI data preceded a 4.65% price decline.

Pattern Detected

Recent news has produced mixed reactions, with positive clinical and conference updates sometimes met with selling, while clearly negative financial updates have generally aligned with share price declines.

Recent Company History

Over the last six months, Kodiak has highlighted late-stage retina programs and clinical progress for KSI-101, alongside conference appearances and quarterly results showing substantial losses and going concern language. Earnings on Nov 13 brought a $61.5M Q3 net loss and a -6.81% move, while multiple clinical updates in September–November 2025 showed strong vision gains but saw mixed price reactions. Against this backdrop, the newly announced common stock offering follows a period of heavy R&D spend and financing needs flagged in recent 10-Q filings.

Market Pulse Summary

The stock is down -6.2% following this news. A negative reaction despite ongoing clinical momentum fits recent patterns where financing and loss-related news weighed on Kodiak shares. The proposed issuance of 6,000,000 shares, plus a 900,000-share underwriter option, directly increased potential dilution after prior 10-Qs highlighted substantial net losses and going concern language. With shares trading near the 52-week high before the deal, the decline reflected investors recalibrating valuation against capital needs and a larger share count.

Key Terms

underwritten public offering financial

"announced that it has commenced an underwritten public offering of 6,000,000 of shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

common stock financial

"underwritten public offering of 6,000,000 of shares of its common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

book-running managers financial

"are acting as joint book-running managers for the proposed offering"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"statement on Form S-3, including a base prospectus, that was previously filed"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

securities and exchange commission regulatory

"previously filed by Kodiak Sciences with the Securities and Exchange Commission (the "SEC")"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

PALO ALTO, Calif., Dec. 15, 2025 /PRNewswire/ -- Kodiak Sciences Inc. (Nasdaq: KOD), a precommercial retina focused biotechnology company committed to researching, developing and commercializing transformative therapeutics, today announced that it has commenced an underwritten public offering of 6,000,000 of shares of its common stock. In connection with the proposed offering, Kodiak Sciences expects to grant the underwriters a 30-day option to purchase up to an additional 900,000 of shares of its common stock at the public offering price, less underwriting discounts and commissions. All of the shares in the proposed offering will be sold by Kodiak Sciences. The proposed offering is subject to market and other conditions, and there can be no assurances as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.

J.P. Morgan, Jefferies, Evercore ISI and UBS Investment Bank are acting as joint book-running managers for the proposed offering. 

The shares described above are being offered by Kodiak Sciences pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed by Kodiak Sciences with the Securities and Exchange Commission (the "SEC") and that was declared effective by the SEC on June 2, 2023. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available for free on the SEC's website located at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering, when available, may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, telephone: (877) 821-7388, or by emailing prospectus_department@jefferies.com.; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, or by telephone at 888-474-0200, or by email at ecm.prospectus@evercore.com; or UBS Securities LLC, Attention: Prospectus Department, UBS Investment Bank, 11 Madison Avenue, New York, New York 10010 or by email at ol-prospectus-request@ubs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Kodiak Sciences Inc.
Kodiak Sciences (Nasdaq: KOD) is a precommercial retina focused biotechnology company committed to researching, developing and commercializing transformative 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 ABC® Platform uses molecular engineering to merge the fields of protein-based and chemistry-based therapies and has been at the core of Kodiak's discovery engine. We are developing a portfolio of three late-stage clinical programs. Tarcocimab and KSI-501 are being explored in two BLA-facing Phase 3 studies in the retinal vascular diseases. KSI-101 is a bispecific protein being explored in two Phase 3 studies in Macular Edema Secondary to Inflammation (MESI).

Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical fact and include, but are not limited to, statements regarding the completion, timing and size of the proposed public offering and the grant to the underwriters of an option to purchase additional shares. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. Although Kodiak Sciences believes the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and Kodiak can give no assurances that its expectations will prove to be correct. As a result, you should not place undue reliance on these forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in Kodiak Sciences' annual report on Form 10-K for the year ended December 31, 2024 and its subsequent quarterly reports on Form 10-Q filed with the SEC, as well as in the preliminary prospectus supplement related to the proposed public offering to be filed with the SEC. The forward-looking statements contained herein speak only as of the date hereof and Kodiak Sciences undertakes no obligation to revise or update these forward-looking statements for any reason, except as required by law.

Kodiak^®, Kodiak Sciences^®, ABC™, ABC Platform™ and the Kodiak logo are registered trademarks or trademarks of Kodiak Sciences Inc. in various global jurisdictions.

View original content:https://www.prnewswire.com/news-releases/kodiak-sciences-announces-proposed-public-offering-of-common-stock-302642635.html

SOURCE Kodiak Sciences Inc.

FAQ

How many shares is Kodiak Sciences (KOD) proposing to sell in the December 15, 2025 offering?

Kodiak Sciences announced a proposed offering of 6,000,000 shares with a 30-day option for up to 900,000 additional shares.

Will the December 2025 KOD offering be dilutive to existing shareholders?

Yes; if fully exercised, up to 6,900,000 new shares could be issued, which would dilute existing shareholders.

Who are the joint book‑running managers for Kodiak Sciences' (KOD) offering?

J.P. Morgan, Jefferies, Evercore ISI, and UBS Investment Bank are joint book‑running managers.

Under what registration is Kodiak Sciences (KOD) offering the shares?

The shares are being offered under a Form S-3 shelf registration declared effective on June 2, 2023.

Where can investors find the prospectus for the Kodiak Sciences (KOD) offering?

A preliminary prospectus supplement and prospectus will be filed with the SEC and available at www.sec.gov.

Is the Kodiak Sciences (KOD) offering guaranteed to close?

No; the offering is subject to market and other conditions, so there is no assurance it will be completed.