You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report and with our audited financial statements and related notes thereto and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2020, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on March 1, 2021. This discussion and analysis and other parts of this report contain forward-looking statements based upon current beliefs, plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding our intentions, plans, objectives, expectations, forecasts and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under the section of this report titled "Part II, Item 1A - Risk Factors" and elsewhere in this report.

Overview

At Kodiak, we are bringing new science to the design and development of next generation retinal medicines. Our ABC Platform™ uses molecular engineering to merge the fields of antibody-based and chemistry-based therapies and is at the core of Kodiak's discovery engine. Our goal is to prevent and treat the major causes of blindness by developing and commercializing next-generation therapeutics for chronic, high-prevalence retinal diseases.

Throughout 2020 and into 2021, we have generated compelling clinical data with our most advanced product candidate, KSI-301, a novel anti-VEGF antibody biopolymer conjugate, which is designed to maintain potent and effective drug levels in ocular tissues for longer periods than the currently-marketed biologic medicines used to treat retinal diseases. We believe that KSI-301, if approved, has the potential to be an important therapy to treat patients with wet age-related macular degeneration, or wet AMD, diabetic macular edema, or DME, macular edema due to retinal vein occlusion, or RVO, and diabetic retinopathy, or DR.

We continue to expand the KSI-301 development program towards the goal of having the medicine approved and available to physicians for broad, first-line treatment of patients across all of these indications.

We also believe that KSI-301 has the potential to be an important therapy for other vision-threatening diseases that are less prevalent but also may be responsive to anti-VEGF therapy, such as retinopathy of prematurity and myopic choroidal neovascularization, and we may develop KSI-301 for such diseases in the future.

The ABC Platform and KSI-301 were developed at Kodiak, and we own rights to these assets in key geographies including the US, EU, China and other major countries. We have applied our ABC Platform to develop additional product candidates beyond KSI-301, including KSI-501, our bispecific anti-IL-6/VEGF bioconjugate, and we are expanding our early research pipeline to include ABC Platform-based triplet inhibitors for multifactorial retinal diseases such as dry AMD and the neurodegenerative aspects of glaucoma. We intend to progress these and other product candidates to address high-prevalence ophthalmic diseases.

Our overall objective is to develop our retina-focused product candidates, seek FDA and worldwide health authority marketing authorization approvals, and ultimately commercialize our product candidates.

Recent Updates

KSI-301 Pivotal Program

We are engaged in a broad development program for KSI-301 with concurrent late-stage development activities across all of the major disease indications for which intravitreal anti-VEGFs are used. We expect to include the results of all our pivotal clinical trials in wAMD, DME and RVO in a single initial BLA.

Developing and launching a novel anti-VEGF medicine with extended durability is the central principle of our KSI-301 development program, and in the last quarter we have continued to make substantial progress in the recruitment of our pivotal studies evaluating long-interval dosing of KSI-301. Each study is evaluating KSI-301's potential for best-in-class long-interval dosing regimens. Our Phase 2b/3 DAZZLE pivotal study in patients with treatment-naïve wet AMD was initiated in October 2019 and completed enrollment in November 2020. In the third quarter of 2020, we also initiated two Phase 3 studies in DME (GLEAM and GLIMMER) and one Phase 3 study in RVO (BEACON). To date, we are pleased with the operational progress in site activation, patient screening and recruitment in these studies. All EU clinical trial application submissions are active and approved, and we are focused on further promoting patient enrollment in a competitive recruiting environment with the goal of completing patient recruitment in 4Q2021 for all three studies.

Towards our goal of having KSI-301 be the anti-VEGF medicine of choice for all eligible patients, and through our continued engagement with the retina community, we have also learned that physicians and retina practices would like to see our potential product labeling for KSI-301 include the option for more frequent dosing in high need patients. Physicians recognize the clear unmet need for a medicine that that can last longer than existing medicines. From the commercial perspective, for KSI-301 to achieve our goal of being a first-line treatment of choice for all patients, physicians also need to be confident they will be reimbursed for more



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frequent use of it as needed in high need patients, which requires a broad label spanning monthly through five and/or six months in each of the major indications. For example, a label that lacks monthly dosing could limit access and reimbursement for KSI-301 in wAMD to an extended labeled dosing regimen of every 12-weeks or less frequent dosing. This could leave a "window" of 4 to 8 weeks where physicians may not be able to be reimbursed for additional use of KSI-301 and, in fact, may not be able to be reimbursed for additional use of any anti-VEGF medicine in high need patients. A similar reimbursement challenge occurred with Eylea until its label was revised to specifically note that "some patients may need every 4 week (monthly) dosing." Beovu similarly launched without a monthly label, and we believe faricimab may also launch without a monthly label. We believe that pursuing the broadest possible product label will provide physicians with the flexibility, agency, and reimbursement confidence required to consider KSI-301 for all their patients.

We intend to broaden KSI-301's potential product labeling to eliminate possible barriers to market access and insurance reimbursement that have impeded or complicated the commercial uptake of other anti-VEGF medications in the past. Consequently, we are electing to add another label broadening and label enabling pivotal study of KSI-301 to our initial BLA clinical development plan. This additional pivotal study, called DAYLIGHT, will be an intensive treatment study of KSI-301 in treatment-naïve wAMD patients. Patients will be randomized to receive either KSI-301 on a monthly dosing regimen or to receive standard-care aflibercept. The primary endpoint is at ten months. wAMD was chosen as the disease area for this intensive-treatment study because of the broader availability of clinical trial sites and treatment-naïve wAMD patients relative to the other diseases in which we also have studies ongoing. We believe we are on track to begin recruitment of DAYLIGHT in 3Q 2021 and, given the expected recruitment and short (10 month) follow up to the primary endpoint, we plan to include data from this study in our initial BLA for KSI-301 and do not at this time expect DAYLIGHT to impact the BLA timing.

Importantly, based on our discussions with regulators in the US, we also believe the DAYLIGHT study can provide the safety exposure database needed to support monthly labeling across the wAMD, DME and RVO indications in the US and thus maximize treatment flexibility and reimbursement confidence in all the major anti-VEGF disease areas.

We also believe we are on track to begin screening and recruiting patients in mid-2021 in our Phase 3 GLOW study in patients with non-proliferative Diabetic Retinopathy without DME, although we are not planning for this study and indication to be included in our initial BLA filing given the long timeframe we expect to be required to recruit patients in this chronic, more preventive disease indication.

This expanded pivotal program for KSI-301 reflects our conviction in KSI-301 (and our ABC Platform) and seeks labeling at launch that is supportive of a broad range of individualized dosing intervals, from every 4-week dosing up to once every 20-week dosing for wAMD patients; from every 4-week dosing up to once every 24-week dosing for DME patients; and from every 4-week dosing up to once every 8-week dosing for RVO patients.

This conviction is also reflected in our concurrent manufacturing efforts, notably increasing the capacity of our dedicated IBEX manufacturing facility by 70% (to more than ten million doses per year) and also our continued efforts towards the potential of early commercial availability of our pre-filled syringe, both key efforts supportive of strong early commercial uptake.



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Commercial Manufacturing

We have expanded and finalized the design and scope of our bioconjugation agreement with Lonza, with a revised estimated capital contribution of 74.5 million Swiss Francs. Construction of the manufacturing facilities is now targeted for completion in early 2022. The primary cause of the timeline shift from end 2021 is construction delays encountered at the Ibex Dedicate Facility in Switzerland due to COVID-19 vaccine related manufacturing activities, primarily limitation of construction and facility personnel resources. Manufacturing suite fees commence in 2022 at a cost of 14.5 million Swiss Francs per annum and continue for each year thereafter through 2029 at a cost of 20.0 million Swiss Francs per annum.

Notably, the enhanced design of our dedicated manufacturing facility increases the annual manufacturing capacity by 70% and also separates the manufacturing core into two separate suites with the benefit of allowing two manufacturing lines to operate separately and simultaneously.

Accelerated Development Strategy

The table below summarizes our current thinking on the timing of our KSI-301 program and its broad and concurrent execution, and we believe the successful prosecution of this program is achievable based on our currently available information and the evolving effects of the COVID-19 pandemic. We believe we are still on track to achieve our "2022 Vision" objectives of announcing topline data across our pivotal studies in 2022. Notably, slightly slower enrollment timelines in our GLEAM and GLIMMER trials associated with somewhat softer treatment naïve DME patient presentation at clinics during the pandemic, the addition of DAYLIGHT, and manufacturing headwinds from competition with commercial vaccine manufacturing are pushing us into early 2023 for our BLA timeline.



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China INDs

In January 2021, we submitted investigational new drug (IND) applications for KSI-301 in RVO and DME to China's National Medicinal Products Administration (NMPA). If the IND and subsequent Chinese governmental approvals are obtained, the IND applications will allow Kodiak to enroll patients from China into the BEACON and GLIMMER studies; we believe that inclusion of patients from China in these studies could be beneficial for the potential future approval of KSI-301 in China.



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KSI-301 Phase 1b Study

In February 2021, we presented Year 1 durability, efficacy and safety data from our ongoing Phase 1b trial of KSI-301 in patients with treatment naïve wet AMD, DME or RVO at the Angiogenesis, Exudation, and Degeneration 2021 - Virtual Edition meeting. The data show 2 in every 3 patients are on a 6-month or longer treatment-free interval at Year 1 in each of the three major retinal vascular diseases after only three loading doses. Robust vision gains (particularly notable in the context of very good baseline vision) and robust retinal drying (when baseline anatomical characteristics are considered) were seen across all three diseases being studied. Strong anti-VEGF efficacy (achieving at Year 1 approximately 20/40 eye chart vision on average in wet AMD and approximately 20/32 vision on average in DME and RVO) and an encouraging safety profile continue to be observed across all three diseases. We believe the data continue to support the "anti-VEGF Generation 2.0" profile of KSI-301.

COVID-19

We are continuing to monitor the global ongoing COVID-19 pandemic. Since the initial outbreak in early 2020, governments globally have taken preventative and protective actions, including but not limited to, restrictions on non-essential travel, business operations, and gatherings of individuals. The State of California, where our corporate office is located, declared a state of emergency and shelter-in-place order in March 2020. Although many restrictions have eased, it is not certain when all restrictions will be fully lifted, and resurgences in number and rates of infections in certain states and/or countries may result in the return or implementation of more restrictive measures. Global financial markets have also experienced extreme volatility and as a result, economic uncertainties have arisen which could impact our operations and its financial position. The extent of the impact of the ongoing COVID-19 pandemic will depend on certain evolving developments, including the duration and spread of the outbreak, regulatory and private sector responses, and the impact on our employees, vendors including supply chain and clinical partners, all of which are uncertain and cannot be predicted.

We continue to monitor government responses and may elect to temporarily close our office and/or laboratory space to protect our employees. We continue to assess the potential for supply chain disruptions as the pandemic may impact personnel at third party manufacturing facilities in the United States, Germany, Switzerland and other countries, as well as its impact on the availability and/or cost of materials. We continue to monitor financial markets and the impact on our operations and capital resources.

We and our key clinical and manufacturing partners have been able to continue to advance our operations. Because the diseases under study in the KSI-301 development program are serious, vision-threatening conditions for which patients are still seeking and receiving treatment from retina specialists during the pandemic, we have been able to continue advancing the clinical programs for KSI-301 during the pandemic towards achieving our "2022 Vision."

During this pandemic, we continue to work closely with our clinical sites towards maximal patient safety and the lowest number of missed visits and study discontinuations. We have taken and continue to take proactive measures to maintain the integrity of our ongoing clinical studies. To date, we continue to see low levels of patient missed visits.

In response to the COVID-19 pandemic with regards to business operations, clinical trials, and manufacturing activities:



   •  We have taken steps in line with guidance from the U.S. Centers for Disease
      Control and Prevention, or CDC, and the State of California to protect the
      health and safety of our employees and the community.


   •  We are working closely with our clinical trial sites to monitor and attempt
      to minimize the potential impacts of the evolving COVID-19 pandemic on
      patient enrollment, continued participation of patients already enrolled in
      our clinical studies, protocol compliance, data quality, and overall study
      integrity. Some specific actions we have taken in the United States include
      the use of remote study monitoring, temporarily increasing study site budget
      overhead rates, providing additional transportation service options for
      patients to attend study site visits and focusing on new patient enrollment
      only at study sites with appropriate backup resource plans in place and
      where the local COVID-19 situation allows. the overall rate of missed study
      visits remains <5%. As of now, we have not experienced significant delays to
      our ongoing or planned clinical trials; however, this could change rapidly
      depending on the dynamics of the pandemic.


   •  To minimize the potential for disruption of our pivotal studies of KSI-301,
      we refined our study designs, including sample size and country selection.
      We began enrollment of our pivotal DME (GLEAM and GLIMMER) and RVO (BEACON)
      studies in the third quarter of 2020 in the United States and aim to
      initiate the DAYLIGHT wet AMD study and our pivotal study in
      non-proliferative DR (GLOW) in summer 2021, dependent on the continued
      evolution of the COVID-19 pandemic. All of our EU and Israel clinical trial
      application submissions are active and approved for GLEAM, GLIMMER and
      BEACON, and global recruitment activities are underway in all three studies.


   •  Our clinical supply chain and manufacturing activities remain intact, and we
      do not currently anticipate disruptions to our clinical supply of KSI-301
      due to COVID-19.


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   •  As we work towards commercial scale-up and manufacturing activities to
      support BLA submission, there is increasing competition with COVID-19
      related vaccine and therapeutic programs for manufacturing related (i)
      materials such as resins, filters, sterile tubesets, pipette tips; (ii)
      personnel such as facility engineering and construction as well as plant
      engineers and workers; and (iii) production slots in cGMP facilities. These
      events may cause delays to our commercial manufacturing timelines.
      Construction of the IBEX facility is now targeted for completion in early
      2022. The primary cause of the revised timeline is construction delays
      encountered at the Ibex Dedicate Facility in Switzerland due to COVID-19
      vaccine related manufacturing activities, primarily limitation of
      construction and facility personnel resources.

We will continue to monitor the COVID-19 situation closely. The ultimate impact of the ongoing COVID-19 pandemic on our business operations remains highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, healthcare systems or the global economy as a whole. See also the section titled "Risk Factors" for additional information on risks and uncertainties related to the evolving COVID-19 pandemic.

Components of Operating Results

Operating Expenses

Research and Development Expenses

Substantially all of our research and development expenses consist of expenses incurred in connection with the development of our ABC Platform and product candidates. These expenses include certain payroll and personnel expenses, including stock-based compensation, for our research and product development employees; laboratory supplies and facility costs; consulting costs; contract manufacturing and fees paid to CROs to conduct certain research and development activities on our behalf; and allocated overhead, including rent, equipment, depreciation and utilities. We expense both internal and external research and development expenses as they are incurred. Costs of certain activities, such as manufacturing and preclinical and clinical studies, are generally recognized based on an evaluation of the progress to completion of specific tasks. Nonrefundable payments made prior to the receipt of goods or services that will be used or rendered for future research and development activities are deferred and capitalized. The capitalized amounts are recognized as expense as the goods are delivered or the related services are performed.

We are focusing substantially all of our resources and development efforts on the development of our product candidates, in particular KSI-301. We expect our research and development expenses to increase substantially during the next few years as we conduct our Phase 3 clinical studies, complete our clinical program, pursue regulatory approval of our drug candidates and prepare for a possible commercial launch. Predicting the timing or the final cost to complete our clinical program or validation of our commercial manufacturing and supply processes is difficult and delays may occur because of many factors, including factors outside of our control. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development. Furthermore, we are unable to predict when or if our drug candidates will receive regulatory approval with any certainty.

General and Administrative Expenses

General and administrative expenses consist principally of payroll and personnel expenses, including stock-based compensation; professional fees for legal, consulting, accounting and tax services; allocated overhead, including rent, equipment, depreciation and utilities; and other general operating expenses not otherwise classified as research and development expenses.

We anticipate that our general and administrative expenses will increase as a result of increased personnel costs, including stock-based compensation, expanded infrastructure and higher consulting, legal and accounting services associated with maintaining compliance with requirements of the stock exchange listing and Securities and Exchange Commission, or SEC, investor relations costs and director and officer insurance premiums associated with being a public company.

Interest Income

Interest income consists primarily of interest income earned on our cash, cash equivalents and marketable securities.

Other Income (Expense), Net

Other income (expense), net consists primarily of accretion income and amortization expense on marketable debt securities net of amortized issuance costs from the liability related to the future sale of royalties to BBA in 2019.



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Results of Operations



The following table summarizes the results of our operations for the periods
indicated, in thousands:



                                Three Months Ended
                                     March 31,
                                2021          2020         Change
Operating expenses
Research and development      $  40,337     $  20,170     $  20,167
General and administrative       10,221         5,553         4,668
Loss from operations            (50,558 )     (25,723 )     (24,835 )
Interest income                     149         1,208        (1,059 )
Interest expense                     (6 )          (7 )           1
Other income (expense), net         (32 )         130          (162 )
Net loss                      $ (50,447 )   $ (24,392 )   $ (26,055 )

Research and Development Expenses

The following table summarizes our research and development expenses for the periods indicated, in thousands:





                                                    Three Months Ended
                                                        March 31,
                                                   2021            2020          Change
KSI-301 program expenses                        $    23,486     $   12,285     $   11,201
KSI-501 program expenses                              1,665             75          1,590
ABC Platform and other program expenses               2,076            724          1,352
Payroll and personnel expenses                        9,613          5,888          3,725
Facilities and other research and development
expenses                                              3,497          1,198          2,299

Total research and development expenses $ 40,337 $ 20,170 $ 20,167

KSI-301 program expenses increased $11.2 million during the three months ended March 31, 2021 as compared to 2020. The increase was primarily due to clinical trial costs to support ongoing trials, as well as manufacturing progress for KSI-301. Our pivotal Phase 2b/3 clinical study in wAMD (DAZZLE) completed patient recruitment in November 2020. We initiated two pivotal Phase 3 clinical studies in DME (GLEAM and GLIMMER) and one pivotal Phase 3 clinical study in RVO (BEACON) in the third quarter of 2020.

KSI-501 program increased $1.6 million during the three months ended March 31, 2021, as compared to 2020, primarily due to increased research and development activities for KSI-501.

ABC Platform expenses increased $1.4 million during the three months ended March 31, 2021 as compared to 2020, primarily driven by costs incurred to advance our product candidate pipeline.

Payroll and personnel expenses increased $3.7 million during the three months ended March 31, 2021 as compared to 2020, due to increased headcount and stock-based compensation expense.

Facilities and other research and development expenses increased $2.3 million during the three months ended March 31, 2021 as compared to 2020, primarily due to lease costs for our Palo Alto and Switzerland facilities expansion.

General and Administrative Expenses

General and administrative expenses increased $4.7 million during the three months ended March 31, 2021 as compared to 2020, primarily driven by higher headcount and stock-based compensation expense, professional services related to consulting, legal and accounting, and lease costs for Palo Alto facilities expansion.

Liquidity and Capital Resources; Plan of Operations

Sources of Liquidity

We have funded our operations primarily through the sale and issuance of common stock, redeemable convertible preferred stock, convertible notes, warrants and the sale of royalties. As of March 31, 2021, we had cash, cash equivalents and marketable securities of $929.0 million.



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Future Funding Requirements

We have incurred net losses since our inception. For the three months ended March 31, 2021, we had net loss of $50.4 million, and we expect to continue to incur additional losses in future periods. As of March 31, 2021, we had an accumulated deficit of $341.7 million.

We have based these estimates on assumptions that may prove to be wrong, and we could deplete our available capital resources sooner than we expect. Because of the risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors.

To date, we have not generated any product revenue. We do not expect to generate any product revenue unless and until we obtain regulatory approval of and commercialize any of our product candidates or enter into collaborative agreements with third parties, and we do not know when, or if, either will occur. We expect to continue to incur significant losses for the foreseeable future, and we expect our losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products. We are subject to all of the risks typically related to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business.

We have based these estimates on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. The timing and amount of our operating expenditures and capital requirements will depend on many factors, including:

• the scope, timing, rate of progress and costs of our drug discovery,

preclinical development activities, laboratory testing and clinical trials

for our product candidates;

• the number and scope of clinical programs we decide to pursue;

• the scope and costs of manufacturing development and commercial

manufacturing activities;

• the extent to which we acquire or in-license other product candidates and

technologies;

• the cost, timing and outcome of regulatory review of our product candidates;

• the costs of preparing, filing and prosecuting patent applications,

maintaining and enforcing our intellectual property rights and defending

intellectual property-related claims;

• our ability to establish and maintain collaborations on favorable terms, if

at all;

• our efforts to enhance operational systems and our ability to attract, hire

and retain qualified personnel, including personnel to support the

development of our product candidates; and

• the cost and timing associated with commercializing our product candidates,

if they receive marketing approval.

A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the development of that product candidate. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. We may also be required to sell or license rights to our product candidates in certain territories or indications to others that we would prefer to develop and commercialize ourselves.

The significant uncertainties caused by the evolving effects of the ongoing COVID-19 pandemic may also negatively impact our operations and capital resources. We and our key clinical and manufacturing partners have been able to continue to advance our operations, and we continue to monitor the impact of COVID-19 on our ability to continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products. This pandemic may ultimately have a material adverse effect on our liquidity and operating plans, although we are unable to make any prediction with certainty given the spread and rapidly changing nature of the pandemic and the evolving global actions taken to contain and treat the novel coronavirus.

Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. See the section of this report titled "Part II, Item 1A - Risk Factors" for additional risks associated with our substantial capital requirements.



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