Kodiak Sciences Inc美股招股说明书(2025-12-17版)

Prospectus supplement(To prospectus dated June2, 2023) 6,956,522 Shares We are offering 6,956,522 shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “KOD.” On December12, 2025, the last reported sale price for ourcommon stock on The Nasdaq Global Market was $23.81 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced publiccompany disclosure and reporting requirements. See “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” PershareTotalPublic offering price$23.00$ 160,000,006Underwriting discounts and commissions(1)$1.38$9,600,000Proceeds to Kodiak Sciences Inc., before expenses$21.62$ 150,400,006 (1)See “Underwriting” for a description of the compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 1,043,478 shares of common stock from us at the public offering price, lessunderwriting discounts and commissions, within 30 days from the date of this prospectus supplement. Investing in our common stock involves a high degree of risk. Please read “Risk factors” beginning on page S-6 of thisprospectus supplement and in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Entities affiliated with Baker Bros. Advisors LP, or BBA, and one of our directors, Dr.FelixJ. Baker, have indicated an interest in purchasing up to anaggregate of one-third of the shares of the common stock offered in this offering at the price offered to the public. Because indications of interest are notbinding agreements or commitments to purchase, the underwriters may determine to sell more, less or no shares in this offering to BBA, or BBA maydetermine to purchase more than, less than or none of the shares they have indicated an interest in purchasing in this offering. The underwriters expect to deliver the shares to purchasers on or about December18, 2025. J.P.Morgan Jefferies December16, 2025 Table of Contents TABLE OF CONTENTS Prospectus supplement About this prospectus supplementProspectus supplement summaryRisk FactorsSpecial note regarding forward-looking statementsUse of proceedsDividend policyDilutionMaterial U.S. federal income tax consequences for non-U.S. holders of common stockUnderwritingLegal mattersExpertsWhere you can find additional informationIncorporation of certain information by reference TABLE OF CONTENTS Prospectus EXPLANATORY NOTEABOUT THIS PROSPECTUSSUMMARYRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION BY REFERENCEPART II INFORMATION NOT REQUIRED IN PROSPECTUS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying prospectus dated June2, 2023, including the documents incorporatedby reference therein, provides more general information about our common stock. Generally, when we refer to this prospectus, we are referring to bothparts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, andthe information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and ExchangeCommission (the “SEC”), before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectussupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes theearlier statement. We have not, and the underwriters have not, authorized anyone to provide you with information different than or inconsistent with theinformation contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writingprospectus that we have authorized for use in connection with this offering. We and th