Current Report Filing (8-k)
September 12 2019 - 06:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2019
KODIAK SCIENCES INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38682
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27-0476525
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2631 Hanover Street
Palo Alto, CA
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94304
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (650)
281-0850
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.0001
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KOD
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 8.01 Other Events.
On September 6, 2019, Dr. Victor Perlroth, Chief Executive Officer of Kodiak Sciences Inc. (the Company), informed the
Company that he had entered into a Stipulation for Settlement with his spouse, Daniella Perlroth (the Settlement). In accordance with the Settlement, Dr. Perlroth will be making a $12.5 million equalization payment to
Ms. Perlroth towards the balance of her one-half share of the community property interest in Kodiak Sciences Inc. Ms. Perlroth will also receive 600,000 shares of the Companys common stock (the
Shares) currently held by Dr. Perlroth, representing approximately 1.6 percent of the Companys outstanding common stock, and Ms. Perlroth relinquished any other community property interest in the Company or its
securities. The Shares will be registered in Ms. Perlroths name. Dr. Perlroth will continue to exercise sole voting authority over the Shares pursuant to a voting agreement and proxy to be entered into between Dr. and
Ms. Perlroth. Any of the Shares that Ms. Perlroth sells in the open market will cease to be subject to the voting agreement and proxy. In addition, the Settlement requires that any sales of Shares by Ms. Perlroth must (i) be made
pursuant to one or more Rule 10b5-1 trading plans approved by the Company, and (ii) comply with certain time and volume limitations. The Company does not believe the Settlement will have a material impact
on the Company or the market for its securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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KODIAK SCIENCES INC.
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Date: September 12, 2019
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By:
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/s/ Victor Perlroth
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Victor Perlroth, M.D.
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Chief Executive Officer
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