Item 8.01 Other Events.
On November 17, 2020, Kodiak Sciences Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC, Jefferies LLC and Evercore Group
L.L.C., as representatives of the several underwriters named therein
(collectively, the "Underwriters"), relating to the public offering, issuance
and sale of 5,193,237 shares of its common stock, par value $0.0001 ("Common
Stock"). The price to the public in the offering is $108.00 per share of Common
Stock, and the Underwriters have agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $102.60 per share. The
gross proceeds to the Company from the offering are expected to be approximately
$560.9 million, before deducting underwriting discounts and commissions and
other estimated offering expenses payable by the Company, or $645.0 million if
the Underwriters exercise in full their option to purchase additional shares. In
addition, under the terms of the Underwriting Agreement, the Company also
granted the Underwriters an option exercisable for 30 days to purchase up to an
additional 778,985 shares of Common Stock at the public offering price, less
underwriting discounts and commissions. The offering is expected to close on or
about November 20, 2020, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between
the parties in connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to an effective shelf registration statement
on Form S-3 (File No. 333-250109) and an accompanying prospectus previously
filed with the SEC and a preliminary and final prospectus supplement thereunder.
The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description
of the material terms of the Underwriting Agreement is qualified in its entirety
by reference to such exhibit. A copy of the opinion of Cooley LLP relating to
the legality of the issuance and sale of the shares in the offering is attached
as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of November 17, 2020, by and among
Kodiak Sciences Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC, Jefferies LLC and Evercore Group L.L.C.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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