Kodiak: 2023 Annual Report
This document is the 2023 annual report for Kodiak, a company specializing in ophthalmology medicines.
THE OPHTHALMOLOGY MEDICINES COMPANY 2023 ANNUAL REPORT
KODIAK SCIENCES INC. DEAR FELLOW STOCKHOLDERS We had a clinical setback in our tarcocimab program in mid-2023 that caused us to reexamine and adjust our plan. Our reexamination confirmed that: • Our expertise in retina drug development is rare and valuable. Retinal drug development is a highly technical area with few great companies, so there should be an increasing return to depth of expertise. Retina is also a large market with significant growth potential due to the demographics of aging and diabetes globally. • We have a strong cash position. Historically, we have adopted a disciplined and varied approach to financing the company through equity financings at attractive prices and creative vehicles such as future product royalties. • We have strong support from our core stockholders. This support allows us to make decisions over the time horizons needed to plan and execute, which we need to rebuild value. Our reexamination led us to two conclusions that informed our go-forward plan: • The marketplace for intravitreal anti-VEGF therapies, while complex, is anticipated to remain receptive to our therapy over the next few years. We do not see the existing branded therapies as differentiated from each other. While the bottom of the market is covered, we think an opening exists for true Generation 2.0 products. • The science of our ABC Platform holds the promise of a Generation 2.0 profile. Our performance objective for tarcocimab (and our ABC Platform pipeline products such as KSI-501) is to bring to market an intravitreal biologic that: (1) is a first-line agent for treatment-naïve patients and also for treatment- experienced patients; (2) enables twice-a-year dosing in most patients and is also labeled for monthly dosing in high need patients; (3) does not sacrifice immediacy or potency in order to gain its durability; (4) shows safety consistent with standard of care agents. We are a science-driven innovator. We had already leaned into important design and manufacturing changes in our ABC Platform medicines following the 2022 Phase 2b/3 DAZZLE study results and prior to last summer’s disappointing GLEAM and GLIMMER study readouts. We believe these adjustments can support a profile aligned with our performance objective. We plan to initiate two new Phase 3 studies in 2024 in our tarcocimab and KSI-501 programs (GLOW2 and DAYBREAK) to showcase the safety, efficacy and durability of their go-to-market formulations. We believe we can initiate and read out these studies with our existing financial resources. We plan to advance KSI-101, the unconjugated anti-IL-6 and VEGF-trap bispecific protein portion of KSI- 501 toward late-stage development. KSI-101 represents a greenfield development opportunity for us as it focuses on a market outside the established anti-VEGF market and is independent of the ABC Platform
KODIAK SCIENCES INC. from a design standpoint, with opportunities and risks uncoupled from the Platform. We plan to initiate one Phase 1b study (APEX) and two Phase 3 studies (PEAK and PINNACLE) later this year. In short, we believe that we are emerging from our 2023 setbacks with a portfolio of three attractive clinical programs and an actionable and exciting plan to progress the portfolio rapidly to Phase 3 value inflection points. �� Tarcocimab: We plan to advance the clinical development of tarcocimab to enable marketing authorization application based on a new Phase 3 GLOW2 study in patients with diabetic retinopathy. We build on our successful GLOW1 study in diabetic retinopathy, and we think this maximizes the probability of success of the study. We also intend to study tarcocimab as a second investigational arm in the KSI-501 Phase 3 DAYBREAK study in wet AMD, the largest segment of the anti-VEGF market today. If successful, DAYBREAK would strengthen tarcocimab’s competitive position and bolster our ex-U.S. regulatory dossier for the molecule. �� KSI-501: We applied learnings from the tarcocimab pivotal program to our development strategy for KSI- 501, our anti-IL-6, VEGF-trap bispecific antibody biopolymer conjugate for high-prevalence retinal vascular diseases. KSI-501’s design has three tiers of innovation: (1) a first-in-class, bispecific mechanism of action; (2) the potential for six-month durability based on the ABC Platform; and (3) an enhanced formulation informed from the tarcocimab program. We conducted a multiple-ascending dose Phase 1 study of KSI- 501 last year in patients with diabetic macular edema. The study demonstrated that repeated monthly dosing of KSI-501 was safe and well tolerated, and KSI-501 showed meaningful, sustained vision benefits in both treatment-naïve and treatment-experienced patients. We plan to advance KSI-501 into the Phase 3 DAYBREAK study in wet AMD later this year. �� KSI-101: KSI-101 is the unconjugated anti-IL-6, VEGF-trap bispecific protein portion of KSI-501. With its bispecific anti-inflammatory mechanism of action, its high formulation strength at 100 mg/ml and the safety we have seen so far as part of the KSI-501 Phase 1 study, we believe KSI-101 can be a powerful medicine for the uveitic complex of diseases with macular edema and inflammation for which no available intravitreal biologic therapies exist today. We intend to advance KSI-101 into a dose-finding Phase 1b study (APEX) shortly with the goal of initiating dual pivotal Phase 3 studies (PEAK and PINNACLE) later this year. We continue to significantly advance our pharmaceutical manufacturing. Last year, we worked with Lonza and regulatory authorities to obtain regulatory approval for Ursus, our commercial-scale manufacturing facility. We released our first commercial-scale cGMP batch of tarcocimab in July 2023. In parallel, clinical material for both KSI-501 (50 mg/mL strength in our enhanced formulation) and KSI-101 (100 mg/mL strength) have been successfully manufactured. To be sure, we had disappointments in 2023, but we emerged with three main takeaways that we believe point to a bright future: First, the ABC Platform can deliver a meaningful Generation 2.0 profile. Second, we have a portfolio of three exciting clinical programs with diversified opportunities and risks that we intend to advance into Phase 3 studies this year. Third, we believe we can advance these three clinical programs and achieve meaningful BLA-facing inflection points within our existing cash runway. Drug development is obviously a complex, unpredictable business. We remain convinced that we are working in the right target market (retina), with the right team and agility of mind to make needed course-corrections, the right technology (our ABC Platform) and diversified portfolio (tarcocimab, KSI-501 and KSI-101), the right clinical capability and timelines, the right commercial manufacturing facility (Ursus) and partner (Lonza), and the right deeper technology pipeline powered by our maturing “duet/triplet” and “VETi” platforms. We recognize it will take time to rebuild our credibility, which is critical to investor confidence. We look forward to doing the hard work needed to achieve this, and we thank you for your continued support. Victor Perlroth, M.D. Chairman of the Board and Chief Executive Officer
KODIAK SCIENCES INC. KODIAK SCIENCES INC. FORWARD-LOOKING STATEMENTS This communication contains “forward-looking statements.” Forward-looking statements are based on our current expectations of future events and are subject to risks and uncertainties that could cause actual results to differ materially and adversely from those in or implied by such forward-looking statements. For a discussion of 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 our most recent Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof and Kodiak undertakes no obligation to update forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements. KODIAK SCIENCES INC.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRAN R SITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to _________ Commission File Number: 001-38682 KODIAK SCIENCES INC. (Exact Name of Registrant as Specified in its Charter) Delaware 27-0476525 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1200 Page Mill Road Palo Alto, CA 94304 (Address of principal executive offi f ces) (Zip Code) Registrant’s telephone number, including area code: (650) 281-0850 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 KOD The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subj u ect to such filing requirements for the past 90 days. Yes ☒No ☐ Indicate by check mark whether the registrant has subm u itted electronically every r Interactive Data File required to be subm u itted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to subm u it such files). Yes ☒No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effe f ctiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive offi f cers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒ The aggregate market value of the common stock held by non-affi f liates of the registrant, based on the closing price of a share of the registrant’s common stock on June 30, 2023 as reported by the Nasdaq Global Market on such date, was approximately $222.4 million. Shares of common stock held by each executive offi f cer and director and by each other person who may be deemed to be an affi f liate of the registrant, have been excluded from this computation. The determination of affi f liate status t for this purpos r e is not necessarily a conclusive determination for other purpos r es. As of Februa r ry 29, 2024, the registrant had 52,508,602 shares of common stock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORAT R ED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.
i Table of Contents Kodiak Sciences Inc. Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 Page Special Note Regarding Forward-Looking Statements ii Risk Factor Summary iv PART I. Item 1. Business 1 Item 1A. Risk Factor 2 s 2 Item 1B. Unresolved Stafff Comments 70 Item 1C. Cybersecurity 70 Item 2. Properties 71 Item 3. Legal Proceedings 71 Item 4. Mine Safety Disclosures 71 PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities 72 Item 6. Reserved 72 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 73 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 83 Item 8. Financial Statements and Suppl u ementary Data 83 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 108 Item 9A. Controls and Procedur d es 108 Item 9B. Other Information 108 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 108 PART III. Item 10. Directors, Executive Offi f cers and Corporate Governance 109 Item 11. Executive Compensation 109 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 109 Item 13. Certain Relationships and Related Transactions, and Director Independence 109 Item 14. Principal Accountant Fees and Services 109 PART IV. Item 15. Exhibits and Financial Statement Schedules 110 Item 16. Form 10-K Summary 112 Signature 1 s 13
ii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains “for f ward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affe f cting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward- looking statements are based on information availabl a e at the time those statements are made and/or management’s good faith beliefs as of that time with respect to future events, and are subj u ect to risks and uncertainties that could cause actua t l performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify f forward- looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “anticipate,” “proje o ct,” “target,” “design,” “estimate,” “predict,” “potential,” “plan”, “hope” or the negative of these terms, or similar expressions and comparable terminology intended to identify f forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subj u ect to risks and uncertainties, including those set forth under the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Forward-looking statements include, but are not limited to, statements about: • the success, cost and timing of our development activities, preclinical studi t es, clinical trials and regulatory r filings; • the translation of our preclinical results and data and early clinical trial results in particular relating to safety, effi f cacy and durability into future clinical trials in humans; • the continued durability, effi f cacy and safety of our product candidates; • the portfol f io of clinical trials planned for subm u ission in our Biologics License Application, or BLA, of tarcocimab tedromer (formerly KSI-301, also known as tarcocimab); • the scope, progress, results and costs of developing any product candidates we have or may develop, and conducting preclinical studi t es and clinical trials; • our and Lonza’s ability to successful f ly execute on our manufact f ur t ing development plan; • the number, size and design of clinical trials that regulatory r authorities may require to obtain marketing approval, including the order and number of clinical studi t es required to suppor u t a BLA in retinal vein occlusion, or RVO, diabetic retinopathy, or DR, and wet age-related macular degeneration, or wet AMD, or any of our current or future product candidates, including the sufficiency of a single additional pivotal study t of tarcocimab a tedromer and a single BLA for wet AMD, RVO and DR together; • our expectations regarding chemistry r manufac f turing and controls, or CMC, requirements of the United States Food and Drug r Administration, or FDA, and other regulatory r bodies to suppor u t any BLA subm u ission and potential commercial launch; • our expectations regarding enhancements and benefits of new formulations of tarcocimab, KSI-501 or other ABC Platform derived molecules; • the timing or likelihood of regulatory r filings and approvals, including the potential to achieve FDA approval of any product candidates; • our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations and/or warnings in the labe a l of any approved product candidate; • our ability to obtain funding for our operations, including funding necessary r to develop, manufac f ture and commercialize our product candidates; • the rate and degree of market acceptance of our product candidates; • the success of competing produc d ts or platform technologies that are or may become availabl a e; • our plans and ability to establ a ish sales, marketing and distribution infrastructur t e to commercialize any product candidates for which we obtain approval; • our expectation as to the concentration of retinal specialists in the United States and its impact on our sales and marketing plans; • our expectations regarding our ability to enter into manufact f ur t ing-related commitments, and the timing thereof;
iii • future agreements with third parties in connection with the commercialization of our product candidates; • the size and growth potential of the markets for our product candidates, if approved for commercial use, and our ability to serve those markets; • existing regulations and regulatory r developments in the United States and foreign countries; • the expected potential benefits of strategic collabor a ation agreements and our ability to attract collabor a ators with development, regulatory r and commercialization expertise; • the scope of protection we are able to establ a ish and maintain for intellectua t l property rights covering our product candidates and technology; • potential claims relating to our intellectua t l property and third-party intellectua t l property; • our ability to contract with third-party suppl u iers and manufac f turers and their ability to perform adequately; • the pricing and reimbursement of our product candidates, if approved; • the impact of the unfav f orable U.S. and global economic conditions on our business and operations, the business and operations of our collabor a ators, and on the global economy; • our aspirational goals and objectives related to our human capital resources and workforce objectives; • our ability to attract and retain key managerial, scientific f and medical personnel; • the accuracy of our estimates regarding the suffic f iency of our cash resources, expenses, future revenue, capi a tal requirements and needs for additional financing; and • our financial performance. All forward-looking statements are based on information availabl a e to us on the date of this Annual Report on Form 10- K and we will not update any of the forward-looking statements afte f r the date of this Annual Report on Form 10-K, except as required by law. Our actua t l results could differ materially from those discussed in this Annual Report on Form 10-K. The forward-looking statements contained in this Annual Report on Form 10-K, and other written and oral forward-looking statements made by us from time to time, are subj u ect to certain risks and uncertainties that could cause actua t l results to differ materially from those anticipated in the forward-looking statements, and you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Factors that might cause such a difference include, but are not limited to, those discussed in the following discussion and within Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subj u ect. These statements are based upon information availabl a e to us as of the date of this Annual Report on Form 10-K, and although we believe such information forms a reasonabl a e basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of,f all potentially availabl a e relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. All brand names or trademarks k appearing in this Annual Repor e t on Form 10-K are the propertyt of their respective holders. Unless the context requires otherwise, refe e rences in this Annual Repor e t on Form 10-K to “Kodi K ak” the “Com C pany m ,” y “we,” “us,” and “our” refe e r to Kodiak Sciences Inc. and itst subsidiaries.
iv RISK FACTOR SUMMARY Investing in our common stock involves numerous risks, including the risks described in “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K, any one of which could materially adversely affe f ct our business, financial condition, results of operations, and prospects. These risks include, among others, the following: • We are in the clinical stage of drug r development and have a very limited operating history r and no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability. • We have incurred significant net losses in each period since our inception and anticipate that we will continue to incur significant and increasing net losses for the foreseeabl a e future. • Drug r development is a highly uncertain undertaking and involves a subs u tantial degree of risk. We have never generated any revenue from product sales, and we may never generate revenue or be profit f able. • Our prospects are heavily dependent on our tarcocimab a and KSI-501 product candidates, which are currently in clinical development for multiple indications. • The failure of pivotal studi t es of tarcocimab to meet their primary r effi f cacy endpoints may lead us to pause, change or discontinue development of other product candidates based on our ABC Platform. • Research and development of biopharmaceutical products is inherently risky. k We cannot give any assurance that any of our product candidates will receive regulatory, r including marketing, approval, which is necessary before they can be commercialized. • Due to the significant resources required for the development of our product candidates, and depending on our ability to access capi a tal, we must prioritize development of certain product candidates. Moreover, we may expend our limited resources on product candidates that do not yield a successful f product and fail to capitalize on product candidates or indications that may be more profita f bl a e or for which there is a greater likelihood of success. • Our plan for the development of tarcocimab may be unsuccessful f . • We may encounter subs u tantial delays in our clinical trials, or may not be able to conduct or complete our clinical trials on the timelines we expect, if at all. • Our clinical trials may fail to demonstrate subs u tantial evidence of the durability, effi f cacy and safety of our product candidates, which would prevent, delay or limit the scope of regulatory r approval and commercialization. • We face significant competition in an environment of rapi a d technological and scientific f change, and there is a possibility that our competitors may retain their market share with existing drugs r , or achieve regulatory r approval before us or develop therapies that are safer, more advanced or more effe f ctive than ours, which may negatively impact our ability to successful f ly market or commercialize any product candidates we may develop and ultimately harm our financial condition. • The regulatory r approval processes of the FDA, EMA and comparable foreign regulatory r authorities are lengthy, time consuming, and inherently unpredictabl a e. If we are ultimately unabl a e to obtain regulatory r approval for our product candidates, we will be unabl a e to generate product revenue and our business will be subs u tantially harmed. • We expect to rely on third parties to conduct many aspects of our clinical trials and some aspects of our research and preclinical testing, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, research or testing. • We contract with third parties for the manufact f ur t e of materials for our product candidates and preclinical studi t es and clinical trials and for commercialization of any product candidates that we may develop. This reliance on third parties carries and may increase the risk that we will not have suffic f ient quantities of such materials, product candidates or any medicines that we may develop and commercialize, or that such suppl u y will not be availabl a e to us at an acceptabl a e cost, which could delay, prevent or impair our development or commercialization effo f rts. • If we are unabl a e to obtain and maintain patent protection for any product candidates we develop or for our ABC Platform, our competitors could develop and commercialize products or technology similar or identical to ours, and our ability to successful f ly commercialize any product candidates we may develop, and our technology may be adversely affe f cted.
v • We are highly dependent on our key personnel, and if we are not successful f in attracting, motivating and retaining highly qualified personnel, we may not be able to successful f ly implement our business strategy. • If we fail to obtain additional financing, we may be unabl a e to complete the development and, if approved, commercialization of our product candidates.
1 PART I ITEM 1. BUSINESS Overview Since its founding in 2009, Kodiak Sciences Inc. (“Kodiak,” the “Company,” “we” or “our”) has developed a new technology platform, the Antibody Biopolymer Conjugate (“ABC”) Platform, for retinal medicines. Our goal is to prevent and treat the majo a r causes of blindness by developing and commercializing next-generation therapeutics to address multiple unmet needs on the spectrum r of retinal diseases. Kodiak has developed three clinical programs based on its internal discovery and development engine. The lead investigational medicine, tarcocimab a tedromer (“KSI-301” or “tarcocimab” a ), was built from Kodiak’s ABC Platform and has been studi t ed in six pivotal clinical studi t es across four high prevalence retinal diseases, three of which were successful f . The tarcocimab a clinical program was designed to target high prevalence retinal diseases that are treated with anti-vascular endothelial growth factor (“anti-VEGF”) therapies and was designed as a package to suppor u t a broad product labe a l, which we hope will include the key diseases and the longest dosing intervals among anti-VEGF therapies. Tarcocimab a is being developed to become a differentiated, long-interval therapy for use in many patients who may benefit from anti-VEGF therapy. Kodiak’s second investigational medicine, KSI-501 (for f merly KSI-501ABC), is a bispecific f antibody biopolymer conjugate targeting the pro-inflammatory cytokine interleukin-6 (IL-6) and VEGF. KSI-501 is built from Kodiak’s ABC Platform and designed to address the underlying inflammatory cascade in addition to vascular permeability in high prevalence retinal diseases. A Phase 1 study t was conducted to evaluate KSI-501’s safety, tolerabi a lity and bioactivity. Positive results from the Phase 1 study t were recently shared. Kodiak expects to advance KSI-501 into pivotal clinical studi t es in 2024. Additionally, Kodiak is developing a third investigational medicine, KSI-101 (formerly KSI-501P), an unconjugated bispecific protein targeting IL-6 and VEGF. KSI-101 is being developed for retinal inflammatory conditions, a new market segment separate from the establ a ished anti-VEGF market. KSI-101 is a clinical program with opportunities and risks uncoupled from the ABC Platform, and as such is an important part of our portfol f io. Kodiak intends to advance KSI-101 into a Phase 1b study t in 2024 to evaluate its safety and tolerabi a lity and to identify f two dose levels to progress into pivotal studi t es, which are being planned to initiate later in 2024. Beyond its clinical pipeline, Kodiak is progressing its ABC Platform with “due d t” and “triplet” programs that embed small molecules and other bioactive molecules in the biopolymer backbone k to provide a high drug- r antibody ratio (“DAR”). The diverse bioactives are designed to be released over time to achieve sustained inhibition of targeted biological pathways. We believe this unique combination of high DAR and extended therapeutic benefit offe f rs potential for broad and important utility for multifac f torial ophthalmic and systemic diseases. In addition to advancing our pipeline, we have made important progress in process development and commercial scale manufac f turing, including the commissioning and regulatory r approval of Ursus, our dedicated commercial-scale drug r subs u tance manufact f ur t ing facility that was custom-designed and built in collabor a ation with Lonza. We believe these manufac f turing effo f rts would position Kodiak well for potential market share capture if tarcocimab a is approved. Notabl a y, up to this point, Kodiak has retained all global rights to make, use and sell its product candidates, which we believe preserves future value and allows for agile decision-making. While engaged in these research and development effo f rts, we believe we have demonstrated a disciplined and creative approach to building and financing the Company. As of December 31, 2023, we had $285.5 million in cash and cash equivalents. Our objective is to develop our retina-focused product candidates, seek FDA approval, and ultimately commercialize our product candidates. Following from these effo f rts, we believe Kodiak has the potential to achieve our ambition of becoming an important retinal development and commercialization franchise, but recognize that there are subs u tantial risks to realizing this potential.
2 Tarcocimab Clin l ical Program Summary r and Updatet Kodiak’s lead clinical program tarcocimab a is an investigational anti-VEGF therapy built on Kodiak’s ABC Platform and is designed to maintain potent and effe f ctive drug r levels in ocular tissues for longer than existing availabl a e agents. Kodiak’s objective with tarcocimab a is to enable earlier treatment and prevention of vision loss for patients with diabetic retinopathy and to develop a new durability agent to improve outcomes for patients with retinal vascular diseases. To date, tarcocimab has been studi t ed in six pivotal clinical studi t es: Phase 3 GLOW1 study t in non-prolifer f ative diabetic retinopathy (“NPDR”), Phase 3 BEACON study t in retinal vein occlusion (“RVO”), Phase 3 DAYLIGHT study t in wet age- related macular degeneration (“wet AMD”), Phase 3 GLEAM and GLIMMER studi t es with identical study t design in diabetic macular edema (“DME”), and Phase 2/3 DAZZLE study t in wet AMD. Of the six registrational studi t es, GLOW1, BEACON and DAYLIGHT successful f ly met the primary endpoint. More information about study t design and results from each individual pivotal study t are summarized below: GLOW1 W – Phase 3 Study in Patients with Non-Prolifer f ative Diabetic Retinopathy without DME M The Phase 3 GLOW1 study t was a global, multi-center, randomized pivotal supe u riority study t designed to evaluate the effi f cacy and safety of tarcocimab in treatment-naïve patients with moderately severe to severe NPDR. Patients were randomized to receive either tarcocimab every r six months afte f r initiating doses given at baseline, 8 weeks and 20 weeks into the study, t or to receive sham inje n ctions. The primary endpoint was at one year. On November 6, 2023, Kodiak announced that GLOW1 met its primary endpoint of the proportion of patients with at least a 2-step improvement on the Diabetic Retinopathy Severity Scale (DRSS) score, a grading system measuring the degree of retinopathy. Tarcocimab achieved a 29-fold increased response rate ratio, with 41.1% of evaluabl a e patients on tarcocimab a demonstrating at least 2-step improvement versus 1.4% of evaluabl a e patients in the sham group (p less than 0.0001). Visual acuity and retinal anatomy were improved and stable with tarcocimab on its extended-dosing intervals. At one year, GLOW1 also met its key secondary endpoint of greater reductions in the proportion of patients developing sight-threatening complications (such as diabetic macular edema and prolifer f ative diabetic retinopathy), versus sham, demonstrating an 89% decreased risk, achieving 21.0% versus 2.3% (p less than 0.0001). Tarcocimab a also showed a 95% risk reduction in the development of DME, versus sham, from 13.7% on sham versus 0.7% on tarcocimab. a The rates of serious ocular adverse events and intraocular inflammation in patients treated with tarcocimab a and sham were similar. BEACON – Phase 3 Study in Patientst with Treatment-Naïve Retinal Vein Occlusion The Phase 3 BEACON study t was a randomized, double-masked, multicenter, active comparator-controlled study t in treatment naïve patients with vision loss and macular edema due to retinal vein occlusion, including both branch ("BRVO") and central ("CRVO") subt u ypes. In the initial six months of the study, t patients received tarcocimab a on a fixed every- r 8-week dosing regimen following 2 monthly loading doses or afli f bercept 2mg on a fixed monthly dosing regimen per its labe a l. In the second six months of the study, t tarcocimab and afli f bercept were tested head-to-head according to a pro re nata (“PRN" R ) protocol in which patients in both groups were treated only when disease reactivated according to matched predefin f ed disease activity criteria. In August 2022, Kodiak announced that the BEACON study t met the primary effi f cacy endpoint of non-inferior visual acuity change from baseline at week 24 for subj u ects given tarcocimab a every r two months afte f r 2 monthly loading doses compared to subj u ects given monthly aflib f ercept. On September 7, 2023, Kodiak announced new one-year results from the BEACON study. t Tarcocimab a demonstrated matched effi f cacy with differentiated durability versus afli f bercept in the head-to-head comparison. Afte f r 4 initiating doses in the first 6 months, 47% of tarcocimab-treated patients required no additional inje n ctions in the second 6 months while matching the vision and anatomic outcomes of afli f bercept-treated patients. Despite receiving 6 initiating monthly doses, only 37% of aflib f ercept patients were inje n ction free in the second half of the study. t 77% of tarcocimab a treated patients received 5 or fewer doses in year one, while 93% of aflib f ercept treated patients received 6 or more doses. BRVO patients received a median of 4.0 inje n ctions on tarcocimab versus 7.0 inje n ctions of afli f bercept. Despite materially fewer inje n ctions in tarcocimab a treated patients, vision outcomes favored tarcocimab- a treated patients achieving an observed mean of 76.6 letters versus 75.6 letters for aflib f ercept treated patients. All RVO patients received a median of 5.0 inje n ctions on tarcocimab a versus 7.0 inje n ctions of aflib f ercept. Despite materially fewer inje n ctions in tarcocimab treated patients, vision outcomes favored tarcocimab-treated patients achieving an observed mean of 74.6 letters versus 74.3 letters for afli f bercept treated patients. Safety and tolerabi a lity were comparable between tarcocimab a and aflib f ercept. Intraocular inflammation (IOI) rate was comparable between groups (tarcocimab a 2.5% vs afli f bercept 0.7%). No cases of inflammation associated with vascular occlusion or vasculitis were reported.
3 DAYLIGH I T H – Phase 3 Study in Patientst with Treatment-Naïve Wet AMD M The DAYLIGHT study t was a randomized, double-masked, active comparator-controlled study t evaluating the effi f cacy and safety of a high intensity dosing regimen of tarcocimab a in 557 treatment-naïve subj u ects with wet AMD. On July 24, 2023, Kodiak announced that the DAYLIGHT study t met the primary endpoint of non-inferior visual acuity gains at year 1 for tarcocimab a dosed monthly compared to aflib f ercept dosed every r 8 weeks following 3 monthly loading doses. Intraocular inflammation occurred in 3.3% of patients treated with monthly tarcocimab a and 0.4% of patients treated with aflib f ercept with no vasculitis or occlusion. GLEAM / GLIMMER E – Paired Phase 3 Studies in Patients with Treatment-Naïve Diabetic Macular Edem d a The GLEAM and GLIMMER studi t es were identically designed, randomized, double-masked, active comparator- controlled studi t es evaluating the effi f cacy, durability and safety of tarcocimab a in 460 and 457 treatment-naïve subj u ects with DME, respectively, run in parallel. On July 24, 2023, Kodiak announced that although high proportions of patients on meaningful f ly longer treatment intervals were observed with tarcocimab, a with half of patients on every r 24-week dosing at the primary r endpoint, the GLEAM and GLIMMER studi t es did not meet their primary effi f cacy endpoints of showing non-inferior visual acuity gains for tarcocimab a dosed every 8 to 24 weeks afte f r 3 monthly loading doses compared to aflib f ercept given every r 8 weeks afte f r 5 monthly loading doses. At the primary effi f cacy endpoint of the GLEAM study, t patients treated with tarcocimab gained an observed average of 6.4 eye chart letters (to 73.1 letters), compared with 10.3 letters for patients treated with aflib f ercept (to 76.5 letters). In GLIMMER, patients treated with tarcocimab a gained an observed average of 7.4 eye chart letters at the primary r endpoint (to 72.5 letters) compared with 12.2 letters (to 76.4 letters) for patients treated with afli f bercept. An unexpected increase in cataract adverse events was reported over time in the tarcocimab arms of both GLEAM and GLIMMER, with 19% on tarcocimab a versus 9% on afli f bercept at the primary endpoint based on the pooled safety population. Kodiak’s evaluation suggested that the decline in visual acuity associated with cataracts likely contributed meaningful f ly to the failure of each study. t Half of tarcocimab a treated patients in the GLEAM and GLIMMER studi t es were on every r 24-week dosing at the primary r endpoint, two-thirds achieved at least one 6-month dosing interval during the studi t es, and three-quarters achieved at least one 5-month or longer treatment interval. Intraocular inflammation was rare, occurring in 1.3% and 0.2% of tarcocimab and aflib f ercept treated patients, respectively. No cases of intraocular inflammation with vasculitis or vascular occlusion were observed. DAZZLE – Phase 2b/3/ Study in Patientst with Treatment-Naïve Wet AMD M The DAZZLE study t was a global, multi-center, randomized pivotal study t designed to evaluate the durability, effi f cacy and safety of tarcocimab a in patients with treatment-naïve wet AMD. In Februa r ry 2022 Kodiak announced that this initial pivotal study t did not meet its primary effi f cacy endpoint of non-inferior visual acuity gains for subj u ects dosed on extended regimens every r 12-, 16- or 20 weeks with tarcocimab compared to subj u ects given aflib f ercept every r 8 weeks. Following this announcement, Kodiak discontinued the study t and concluded remaining trial-associated activities. Given we have three successful f Phase 3 studi t es across three different diseases, an additional successful f pivotal study t in one of these indications is required for regulatory r approval. We believe tarcocimab a demonstrated strong and consistent durability of approximately 6 months for the majo a rity of patients and favorable safety across the full pivotal program, and we believe tarcocimab has the potential to become an important medicine for patients and a meaningful f ly differentiated product in the marketpl t ace. Therefor f e, we have activated GLOW2, a Phase 3 study t in diabetic retinopathy (“DR”). The GLOW2 stud t y has a similar design as GLOW1 with the benefit of an additional, third monthly loading dose (weeks 0, 4 and 8). We discussed the study t design with the FDA, and the study t is currently recrui r ting patients. Additionally, in light of the importance of wet AMD in today’s anti-VEGF market, we also plan to study t tarcocimab a as a second investigational arm in the KSI-501 Phase 3 DAYBREAK study t to evaluate its durability, strengthen its competitive position in wet AMD and bolster our ex-US regulatory r dossier. We are discussing the study t design of DAYBREAK with the FDA and plan to initiate the study t as soon as regulatory r alignment is completed, which we hope is mid-2024. We made adju d stments to the tarcocimab a product that improve the manufact f ur t ability in a prefille f d syringe and we believe may also enhance the utility of the product. We believe now is the time to implement these changes given the additional clinical studi t es we plan to conduct, and the FDA has agreed that these additional clinical studi t es should be sufficient to bridge the former material to the go-to-market material we would like to commercialize going forward. Both GLOW2 and DAYBREAK will be run using our go-to-market formulation of tarcocimab. a
4 Antibody Biopolym l er Conjugatet Drug Substan t ce Manufac f turing i In August 2020, we entered into a manufac f turing agreement with Lonza Ltd (“Lonza”) for the clinical and commercial suppl u y of the Company’s antibody biopolymer conjugate drug r subs u tance which included a custom-built manufact f ur t ing facility. The manufactur t ing agreement has an initial term of 8 years, and the Company has the right to extend the term up to a total of 16 years. The Company and Lonza each have the ability to terminate this agreement upon the occurrence of certain events. In April 2021, the agreement was amended to provide for greater manufac f turing flexibility, to define a comprehensive mandate as an antibody biopolymer conjugates manufact f ur t ing facility to be used for the Company’s antibody biopolymer conjugates pipeline, at clinical as well as commercial scales, across a broad capacity range under the tight quality controls required for ophthalmology and retinal medicines, and to allow for future process and equipment changes as needed. Under the agreement, Kodiak and Lonza planned a custom-built facility (“Ursus”) dedicated to the commercial-scale manufac f turing of Kodiak’s drug r subs u tance. In January 2023, the custom-built manufact f ur t ing suite Ursus was commissioned as a cGMP facility. Kodiak worked together with Lonza and regulatory r authorities to obtain approval for Ursus, and we released our first commercial scale cGMP batch of tarcocimab in July 2023. In October 2023, Kodiak made a final payment of $26.8 million to Lonza for final activation of Ursus. Separately, tarcocimab a drug r product based on our go-to-market formulation was released in March 2024 and is ready for use in the GLOW2 and DAYBREAK pivotal studi t es. KSI- S 501 Clin l ical Program Updatet KSI-501 is a first-in-class bispecific f molecule designed to inhibit two mechanisms implicated in retinal diseases: vascular endothelial growth factor (“VEGF”) and interleukin-6 (“IL-6”). IL-6 is a pro-inflammatory cytokine and growth factor implicated in the pathophysiology of multiple retinal diseases and, in conditions for which anti-VEGF treatment is used, elevated levels of ocular IL-6 have been associated with poor anti-VEGF treatment response. The bispecific mechanism of action of KSI-501 is designed to provide potent inhibition of (i) VEGF-mediated angiogenesis and vascular permeability through a solubl u e decoy receptor inhibiting the binding of VEGF-A and PLGF to their cognate receptors and (ii) IL-6 mediated inflammation through an antibody that binds solubl u e interleukin-6, inhibiting its binding to both solubl u e and membrane-bound IL-6 receptors. In cell-based assays, KSI-501 inhibited angiogenesis and also normalized inner and outer blood retinal barriers; dual inhibition of VEGF and IL-6 by KSI-501 confer f red supe u rior normalization of cell morphology and junctional biology compared to either anti-VEGF or anti-IL-6 monotherapy. a We believe KSI-501 has the potential to become a new category r of retinal medicines with greater therapeutic effi f cacy than existing therapies. Kodiak intends to develop KSI-501 as two therapeutic programs in parallel, KSI-501 (formerly KSI-501ABC) and KSI- 101 (formerly KSI-501P), to address different unmet needs. KSI- S 501 KSI-501 is an anti-IL-6, VEGF-trap a bispecific antibody biopolymer conjugate built on the ABC platform and is being developed for high prevalence retinal vascular diseases to address the unmet needs of targeting multiple biologies and extended durability. A Phase 1 trial was conducted to evaluate its safety, tolerabi a lity and bioactivity in DME patients. In Februa r ry 2024, the Phase 1 stud t y results were presented at the Angiogenesis, Exudation, and Degeneration 2024 Virtua t l Meeting. Kodiak believes the Phase 1 study t met its objectives: 1) repeated monthly dosing of KSI-501 was safe and well tolerated; 2) KSI-501 demonstrated bioactivity in both functional (vision) and anatomical (OCT CST) measures. Kodiak intends to advance KSI-501 into a Phase 3 study t DAYBREAK in 2024 to evaluate its effi f cacy, durability and safety in wet AMD. The DAYBREAK study t is intended to be a non-inferiority study t evaluating KSI-501 dosed every r 4 to 24 weeks, compared to aflib f ercept dosed per labe a l. The DAYBREAK study t will use an enhanced formulation of KSI-501 educ d ated from tarcocimab’ a s commercial manufact f ur t ing scale-up. We are in the process of obtaining regulatory r feedba d ck on the study t design and intend to initiate the study t as soon as regulatory r alignment is completed, targeting mid-2024. KSI- S 101 KSI-101 is the unconjugated protein portion of KSI-501 and is a novel bispecific protein targeting IL-6 and VEGF. We intend to develop KSI-101 for patients who have retinal fluid and inflammation. Currently there are no availabl a e intravitreal biologic therapies addressing the spectrum of inflammatory conditions of the retina. We believe that retinal inflammatory conditions represent a new market segment separate from the establ a ished anti-VEGF market. KSI-101 is a clinical prospect with opportunities and risks uncoupled from the ABC Platform, and as such is an important part of our late-phase portfolio. We intend to initiate a dose-finding Phase 1b study t in the second quarter of 2024 to evaluate its safety and tolerabi a lity and identify two dose levels to progress into pivotal studi t es. We are currently in the process of obtaining regulatory r feedba d ck on the design of the pivotal program, and we hope to initiate dual Phase 2b/3 studi t es later in 2024.
5 KSI- S 501 and KSI- S 101 manufa u cturing We have been progressing the manufact f ur t ing of KSI-501 and KSI-101 in preparation for the anticipated clinical studi t es. Clinical material for both KSI-501 (50 mg/mL strength in our enhanced formulation) and KSI-101 (100 mg/mL strength) were successful f ly manufact f ur t ed in the first quarter of 2024. Technology o Plat l fo t rm Developm l ent We continued progressing our technology development with our “due d t” and “triplet” inhibitors that embed small molecules and other bioactive molecules in the biopolymer backbone k to provide a high drug- r antibody ratio ("DAR"). The diverse bioactives are designed to be released over time to achieve sustained inhibition of targeted biological pathways. The biopolymer embedded with its poly-pharmacy payloads is conjugated to a protein therapeutic to form a “triplet” for tissue and cell targeting or omits the protein therapeutic to form a “due d t”. We believe this unique combination of high DAR and extended therapeutic benefit offe f rs potential for broad and important utility for multifac f torial ophthalmic and systemic diseases. Digi i ta i l Health l Plat l fo t rm Developm o ent We are developing a visual engagement technology and imager (“VETi”) designed by Kodiak engineers initially to be used by eye care profes f sionals for vision and ophthalmic anatomical examination, diagnosis and monitoring. Our longer-term goal with VETi, built with semiconductor technologies, is to deliver a wearable device for long-term health engagement and monitoring. We believe the Kodiak VETi platform as a medical engagement and imaging platform has the potential to disrupt r ophthalmology clinical trials by enabling new trial endpoints, thereby enabling faster and more cost-effective medicines development in ophthalmic disease, an area that historically requires lengthy and expensive trials. VETi may also aid in market build and shaping for undertreated or underdiagnosed diseases, such as diabetic eye diseases where Kodiak’s product candidates tarcocimab and KSI-501 are being studi t ed and where early treatment and prevention may allow patients to achieve better outcomes. Competit t io t n The current standard of care for DR (including DME), RVO and wet AMD is intravitreal administration of anti-VEGF monotherapi a es, principally Avastin, Lucentis and Eylea, which are well-establ a ished therapies and are widely accepted by physicians, patients and third-party payors. In addition, newer competitors have received FDA approval in recent years, such as Vabys a mo (faricimab) a from Roche. Vabys a mo is a bispecific f antibody targeting VEGF and angiopoietin-2 (Ang-2) and received FDA approval for the treatment of wet AMD and DME in January 2022 and received FDA approval for RVO in October 2023. Vabys a mo demonstrated non- inferiority in visual acuity gains to Eylea in wet AMD and DME, with extended dosing of up to once every r 16 weeks for slightly less than half of patients in Phase 3 trials. Vabys a mo also demonstrated non-inferiority in visual acuity gains to Eylea in Phase 3 studi t es in RVO with monthly dosing regimen for both therapies. We believe Vabys a mo may be perceived to offe f r incremental benefit in durability over currently establ a ished therapies such as Lucentis and Eylea. Vabys a mo has been gaining adoption since launch and we believe it will become an important product in the marketpl t ace. In August 2023, Regeneron’s product, Eylea HD (high dose aflib f ercept) gained FDA approval for the treatment of wet AMD, DME and DR. High dose afli f bercept demonstrated non-inferior visual acuity gains to Eylea in Phase 3 studi t es in wet AMD and DME while dosing a majo a rity of patients on an every r 3 or 4 month interval compared to Eylea dosed every r 8 weeks per its labe a l. We believe high dose afli f bercept may become an important therapy in the marketpl t ace given Regeneron’s incumbent position in retinal diseases. There are also other companies and research organizations developing treatments targeting other molecular targets, potential gene therapy treatments, stem cell transplant treatments, medical devices as well as biosimilars for the treatment of DR, RVO and wet AMD. We believe the therapeutic space of retinal diseases may become increasingly competitive in the future.
6 Fundin d g Agreement Pursuant to a funding agreement, we sold a 4.5% capped royalty on global net sales of tarcocimab (and potentially other products) following marketing approval. Currently, the royalty “caps” or terminates upon the payment of a cumulative amount of $450 million, which is equal to 4.5 times the funding amount received by the Company to date under the funding agreement. For a more detailed description of the funding agreement, please refer to Note 15 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Government Regulation Government authorities in the United States at the federal, state and local level and in other countries regulate, among other things, the research, development, testing, manufact f ur t e, quality control, approval, labe a ling, packaging, storage, record- keeping, promotion, advertising, distribution, post-approval monitoring and reporting, marketing and export and import of drug r and biological products. Generally, before a new drug r or biologic can be marketed, considerable data demonstrating its quality, safety and effi f cacy must be obtained, organized into a format specific f for each regulatory r authority, subm u itted for review and approved by the regulatory authority.
7 U.S. Drug Developm l ent In the United States, the FDA regulates drugs r under the Federal Food, Drug, r and Cosmetic Act, or FDCA, and its implementing regulations, and biologics under the FDCA, the Publ u ic Health Service Act, or PHSA, and their implementing regulations. Both drugs r and biologics also are subj u ect to other federal, state and local statut t es and regulations. The process of obtaining regulatory r approvals and the subs u equent compliance with appropriate federal, state, local and foreign statut t es and regulations requires the expenditure of subs u tantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or post-market may subj u ect an applicant to administrative or judicial sanctions. These sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, untitled or warning letters, product recalls or market withdrawals, product seizures, total or partial suspension of production or distribution, inju n nctions, fines, refusals of government contracts, restitution, disgorgement and civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effe f ct on us. Any future product candidates must be approved by the FDA through either a new drug r application, or NDA, or a biologics license application, or BLA, process before they may be legally marketed in the United States. The process generally involves the following: • completion of extensive preclinical studi t es in accordance with applicable regulations, including studi t es conducted in accordance with good labo a ratory practice, or GLP, requirements; • subm u ission to the FDA of an IND, which must become effe f ctive before human clinical trials may begin; • approval by an independent institutional review board, or IRB, or ethics committee at each clinical trial site before each trial may be initiated; • performance of adequate and well-controlled human clinical trials in accordance with applicable IND regulations, good clinical practice, or GCP, requirements and other clinical trial-related regulations to establ a ish the safety and effi f cacy of the investigational product for each proposed indication; • subm u ission to the FDA of an NDA or BLA; • a determination by the FDA within 60 days of its receipt of an NDA or BLA to accept the filing for review; • satisfactory r completion of FDA pre-approval inspection of the manufact f ur t ing facility or facilities where the drug r or biologic will be produced to assess compliance with current good manufact f ur t ing practices, or cGMP, requirements to assure that the facilities, methods and controls are adequate to preserve the drug r or biologic’s identity, strength, quality and purity; • potential FDA audit of the preclinical and/or clinical trial sites that generated the data in suppor u t of the NDA or BLA; • FDA review and approval of the NDA or BLA, including consideration of the views of any FDA advisory committee, prior to any commercial marketing or sale of the drug r or biologic in the United States; and • compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy, or REMS, and the potential requirement to conduct post-appr a oval studi t es. The data required to suppor u t an NDA or BLA are generated in two distinct developmental stages: preclinical and clinical. The preclinical and clinical testing and approval process requires subs u tantial time, effo f rt and financial resources, and we cannot be certain that any approvals for any future product candidates will be granted on a timely basis, or at all. Preclin l ical Studie d s and IND N The preclinical developmental stage generally involves labor a atory r evaluations of drug r chemistry, r formulation and stability, as well as studi t es to evaluate toxicity in animals, which suppor u t subs u equent clinical testing. The sponsor must subm u it the results of the preclinical stud t ies, together with manufac f turing information, analytical data, any availabl a e clinical data or literatur t e and a proposed clinical protocol, to the FDA as part of the IND. An IND is a request for authorization from the FDA to administer an investigational product to humans, and must become effe f ctive before human clinical trials may begin.
8 Preclinical studi t es include labor a atory r evaluation of product chemistry r and formulation, as well as in vitro and animal studi t es to assess the potential for adverse events and in some cases to establ a ish a rationale for therapeutic use. The conduct of preclinical studi t es is subj u ect to federal regulations and requirements, including GLP regulations for safety/toxicology studi t es. An IND sponsor must subm u it the results of the preclinical tests, together with manufact f ur t ing information, analytical data, any availabl a e clinical data or literature and plans for clinical studi t es, among other things, to the FDA as part of an IND. Some long-term preclinical testing, such as animal tests of reproductive adverse events and carcinogenicity, may continue afte f r the IND is subm u itted. An IND automatically becomes effe f ctive 30 days afte f r receipt by the FDA, unless before that time, the FDA raises concerns or questions related to one or more proposed clinical trials and places the trial on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. As a result, subm u ission of an IND may not result in the FDA allowing clinical trials to commence. Clin l ical Trials The clinical stage of development involves the administration of the investigational product to healthy volunteers or patients under the supe u rvision of qualified investigators, generally physicians not employed by or under the trial sponsor’s control, in accordance with GCP requirements, which include the requirement that all research subj u ects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, dosing procedur d es, subj u ect selection and exclusion criteria and the parameters to be used to monitor subj u ect safety and assess effi f cacy. Each protocol, and any subs u equent amendments to the protocol, must be subm u itted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institut t ion at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonabl a e in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subj u ect or his or her legal representative, and must monitor the clinical trial until completed. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trial results to public registries. A sponsor who wishes to conduct a clinical trial outside of the United States may, but need not, obtain FDA authorization to conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, the sponsor may subm u it data from the clinical trial to the FDA in suppor u t of an NDA or BLA. The FDA will accept a well-designed and well-conducted foreign clinical study t not conducted under an IND if the study t was conducted in accordance with GCP requirements and the FDA is able to validate the data through an onsite inspection if deemed necessary. Clinical trials in the United States generally are conducted in three sequential phases, known as Phase 1, Phase 2 and Phase 3, and may overlap. • Phase 1 clinical trials generally involve a small number of healthy volunteers or disease-affe f cted patients who are initially exposed to a single dose and then multiple doses of the product candidate. The primary purpos r e of these clinical trials is to assess the metabol a ism, pharmacologic action, side effe f ct tolerabi a lity and safety of the drug. r • Phase 2 clinical trials involve studi t es in disease-affe f cted patients to determine the dose required to produce the desired benefits. At the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effe f cts and safety risks are identifie f d and a preliminary r evaluation of effi f cacy is conducted. • Phase 3 clinical trials generally involve a large number of patients at multiple sites and are designed to provide the data necessary to demonstrate the effe f ctiveness of the product for its intended use, its safety in use and to establ a ish the overall benefit/risk relationship of the product and provide an adequate basis for product approval. These trials may include comparisons with placebo and/or other comparator treatments. The duration of treatment is ofte f n extended to mimic the actual use of a product during marketing. Post-appr a oval trials, sometimes referred to as Phase 4 clinical trials, may be conducted afte f r initial marketing approval. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of an NDA or BLA. Progress reports detailing the results of the clinical trials, among other information, must be subm u itted at least annually to the FDA and written IND safety reports must be subm u itted to the FDA and the investigators for serious and unexpected suspected adverse events, findings from other studi t es suggesting a significant risk to humans exposed to the drug, r findings from animal or in vitro testing that suggest a significant risk for human subj u ects and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure.
9 Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successful f ly within any specified period, if at all. The FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subj u ects or patients are being exposed to an unacceptabl a e health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug r or biologic has been associated with unexpected serious harm to patients. Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether a trial may move forward at designated check points based on access to certain data from the trial. Concurrent with clinical trials, companies usually complete additional animal stud t ies and also must develop additional information about the chemistry r and physical characteristics of the drug r or biologic as well as finalize a process for manufact f ur t ing the product in commercial quantities in accordance with cGMP requirements. The manufac f turing process must be capa a bl a e of consistently producing quality batches of the product and, among other things, companies must develop methods for testing the identity, strength, quality and purity of the final product. Additionally, appropriate packaging must be selected and tested and stability studi t es must be conducted to demonstrate that our product candidates do not undergo unacceptabl a e deterioration over their shelf life. f NDA/B A LA B Review Process Following completion of the clinical trials, data are analyzed to assess whether the investigational produc d t is safe and effe f ctive for the proposed indicated use or uses. The results of preclinical studi t es and clinical trials are then subm u itted to the FDA as part of an NDA or BLA, along with proposed labe a ling, chemistry r and manufact f ur t ing information to ensure product quality and other relevant data. In short, the NDA or BLA is a request for approval to market the drug r or biologic for one or more specified indications and must contain proof of safety and effi f cacy for a drug r or safety, purity and potency for a biologic. The application may include both negative and ambiguous results of preclinical studi t es and clinical trials, as well as positive findings. Data may come from company-sponsored clinical trials intended to test the safety and effi f cacy of a product’s use or from a number of alternative sources, including studi t es initiated by investigators. To suppor u t marketing approval, the data subm u itted must be sufficient in quality and quantity to establ a ish the safety and effi f cacy of the investigational product to the satisfaction of FDA. FDA approval of an NDA or BLA must be obtained before a drug r or biologic may be marketed in the United States. Under the Prescription Drug r User Fee Act, or PDUFA, as amended, each NDA or BLA must be accompanied by a user fee. The FDA adju d sts the PDUFA user fees on an annual basis. PDUFA also imposes an annual program fee for approved human drugs r and biologics. Fee waivers or reductions are availabl a e in certain circumstances, including a waiver of the application fee for the first application filed by a small business. Additionally, no user fees are assessed on NDAs or BLAs for products designated as orpha r n drugs r , unless the product also includes a non-orpha r n indication. The FDA reviews all subm u itted NDAs and BLAs before it accepts them for filing, and may request additional information rather than accepting the NDA or BLA for filing. The FDA must make a decision on accepting an NDA or BLA for filing within 60 days of receipt. Once the subm u ission is accepted for filing, the FDA begins an in-depth review of the NDA or BLA. Under the goals and policies agreed to by the FDA under PDUFA, the FDA has ten months, from the filing date, in which to complete its initial review of a new molecular-entity NDA or original BLA and respond to the applicant, and six months from the filing date of a new molecular-entity NDA or original BLA designated for priority review. The FDA does not always meet its PDUFA goal dates for standard and priority NDAs or BLAs, and the review process is ofte f n extended by FDA requests for additional information or clarific f ation.
10 Before approving an NDA or BLA, the FDA will conduct a pre-approval inspection of the manufact f ur t ing facilities for the new product to determine whether they comply with cGMP requirements. The FDA will not approve the product unless it determines that the manufact f ur t ing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specific f ations. The FDA also may audit data from clinical trials to ensure compliance with GCP requirements. Additionally, the FDA may refer applications for novel drug r products or drug r products which present difficult questions of safety or effi f cacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions, if any. The FDA is not bound by recommendations of an advisory committee, but it considers such recommendations when making decisions on approval. The FDA likely will reanalyze the clinical trial data, which could result in extensive discussions between the FDA and the applicant during the review process. Afte f r the FDA evaluates an NDA or BLA, it will issue an approval letter or a Complete Response Letter. An approval letter authorizes commercial marketing of the drug r with specific f prescribing information for specific f indications. A Complete Response Letter indicates that the review cycle of the application is complete and the application will not be approved in its present form. A Complete Response Letter usually describes all of the specific f deficiencies in the NDA or BLA identified by the FDA. The Complete Response Letter may require additional clinical data, additional pivotal Phase 3 clinical trial(s) and/or other significant and time-consuming requirements related to clinical trials, preclinical studi t es or manufactur t ing. If a Complete Response Letter is issued, the applicant may either resubm u it the NDA or BLA, addressing all of the deficiencies identifie f d in the letter, or withdraw the application. Even if such data and information are subm u itted, the FDA may decide that the NDA or BLA does not satisfy f the criteria for approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data. Expe x dite i d Developm l ent and Review Programs The FDA has a fast track program that is intended to expedite or facilitate the process for reviewing new drugs r and biologics that meet certain criteria. Specific f ally, new drugs r and biologics are eligible for fast track designation if they are intended to treat a serious or lifef threatening condition and preclinical or clinical data demonstrate the potential to address unmet medical needs for the condition. Fast track designation applies to both the product and the specific indication for which it is being studi t ed. The sponsor can request the FDA to designate the product for fast track status t any time before receiving NDA or BLA approval, but ideally no later than the pre-NDA or pre-BLA meeting. Any product subm u itted to the FDA for marketing, including under a fast track program, may be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. Any product is eligible for priority review if it treats a serious or life-threatening condition and, if approved, would provide a significant improvement in safety and effe f ctiveness compared to availabl a e therapies. A product may also be eligible for accelerated approval, if it treats a serious or life- f threatening condition and generally provides a meaningful f advantage over availabl a e therapies. In addition, it must demonstrate an effe f ct on a surrogate endpoint that is reasonabl a y likely to predict clinical benefit or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, or IMM, that is reasonabl a y likely to predict an effe f ct on IMM or other clinical benefit. As a condition of approval, the FDA may require that a sponsor of a drug r or biologic receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. If the FDA concludes that a drug r or biologic shown to be effe f ctive can be safely used only if distribution or use is restricted, it may require such post-marketing restrictions, as it deems necessary to assure safe use of the product. Additionally, a drug r or biologic may be eligible for designation as a breakthrough therapy if the product is intended, alone or in combination with one or more other drugs r or biologics, to treat a serious or life- f threatening condition and preliminary r clinical evidence indicates that the product may demonstrate subs u tantial improvement over currently approved therapies on one or more clinically significant endpoints. The benefits of breakthrough therapy designation include the same benefits as fast track designation, plus intensive guidance from the FDA to ensure an effi f cient drug r development program. Fast track designation, priority review, accelerated approval and breakthrough therapy designation do not change the standards for approval, but may expedite the development or approval process. Abbreviated t Licensure Pathway a of Biologi l cal Productst as Biosimilar or Interchangeablel The Biologics Price Competition and Innovation Act of 2009, or BPCIA, created an abbreviated approval pathway for biological products shown to be highly similar to an FDA-licensed reference biological product. An application for licensure of a biosimilar product must include information demonstrating biosimilarity based upon the following, unless the FDA determines otherwise: • analytical studi t es demonstrating that the proposed biosimilar product is highly similar to the approved product notwithstanding minor differences in clinically inactive components;
11 • animal studi t es (including the assessment of toxicity); and • a clinical study t or studi t es (including the assessment of immunogenicity and pharmacokinetics or pharmacodynamics) sufficient to demonstrate safety, purity and potency in one or more conditions for which the reference product is licensed and intended to be used. In addition, an application must include information demonstrating that: • the proposed biosimilar produc d t and reference product utilize the same mechanism of action for the condition(s) of use prescribed, recommended, or suggested in the proposed labe a ling, but only to the extent the mechanism(s) of action are known for the reference product; • the condition or conditions of use prescribed, recommended, or suggested in the labe a ling for the proposed biosimilar product have been previously approved for the reference product; • the route of administration, the dosage form, and the strength of the proposed biosimilar product are the same as those for the reference product; and • the facility in which the biological product is manufact f ur t ed, processed, packed or held meets standards designed to assure that the biological product continues to be safe, pure, and potent. Biosimilarity means that the biological product is highly similar to the reference product notwithstanding minor differences in clinically inactive components; and that there are no clinically meaningful f differences between the biological product and the reference product in terms of the safety, purity, and potency of the product. In addition, the law provides for a designation of “interchangeability” between the reference and biosimilar products, whereby the biosimilar may be subs u tituted for the reference product without the intervention of the health care provider who prescribed the reference product. The higher standard of interchangeability must be demonstrated by information sufficient to show that: • the proposed product is biosimilar to the reference product; • the proposed product is expected to produce the same clinical result as the reference product in any given patient; and • for a product that is administered more than once to an individual, the risk to the patient in terms of safety or diminished effi f cacy of alternating or switching between the biosimilar and the reference product is no greater than the risk of using the reference product without such alternation or switch. FDA approval is required before a biosimilar may be marketed in the United States. In addition, as with BLAs, biosimilar product applications will not be approved unless the product is manufact f ur t ed in facilities designed to assure and preserve the biological product’s safety, purity and potency. The timing of final FDA approval of a biosimilar for commercial distribution depends on a variety of factors, including whether the manufact f ur t er of the branded product is entitled to one or more statut t ory r exclusivity periods, during which time the FDA is prohibited from approving any products that are biosimilar to the branded product. The FDA cannot approve a biosimilar application for twelve years from the date of first licensure of the reference product. Additionally, a biosimilar product sponsor may not subm u it an application for four years from the date of first licensure of the reference product. A reference product may also be entitled to exclusivity under other statut t ory r provisions. For example, a reference product designated for a rare disease or condition (an “orphan drug” r ) may be entitled to seven years of exclusivity, in which case no product that is biosimilar to the reference product may be approved until either the end of the twelve-year period provided under the biosimilarity statut t e or the end of the seven-year orpha r n drug r exclusivity period, whichever occurs later. In certain circumstances, a regulatory exclusivity period can extend beyond the lifef of a patent, and thus block biosimilarity applications from being approved on or afte f r the patent expiration date. In addition, the FDA may under certain circumstances extend the exclusivity period for the reference product by an additional six months if the FDA requests, and the manufact f ur t er undertakes, studi t es on the effe f ct of its product in children, a so-called pediatric extension.
12 Post-A t ppr A oval Requirements Following approval of a new product, the manufact f ur t er and the approved product are subj u ect to continuing regulation by the FDA, including, among other things, monitoring and record-keeping requirements, requirements to report adverse experiences, and comply with promotion and advertising requirements, which include restrictions on promoting drugs r for unappr a oved uses or patient populations (known as “off-label use”) and limitations on industry- r sponsored scientific f and educ d ational activities. Although physicians may prescribe legally availabl a e drugs r for off-l f abel uses, manufact f ur t ers may not market or promote such uses. Prescription drug r promotional materials must be subm u itted to the FDA in conjunction with their first use. Further, if there are any modifications to the drug r or biologic, including changes in indications, labe a ling or manufac f turing processes or facilities, the applicant may be required to subm u it and obtain FDA approval of a new NDA/BLA or NDA/BLA suppl u ement, which may require the development of additional data or preclinical studi t es and clinical trials. The FDA may also place other conditions on approvals including the requirement for a Risk Evaluation and Mitigation Strategy, or REMS, to assure the safe use of the product. A REMS could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of products. Product approvals may be withdrawn for non-compliance with regulatory r standards or if problems occur following initial marketing. The FDA may withdraw appr a oval if compliance with regulatory r requirements and standards is not maintained or if problems occur afte f r the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufact f ur t ing processes, or failure to comply with regulatory r requirements, may result in revisions to the approved labe a ling to add new safety information; imposition of post- market studi t es or clinical studi t es to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things: • the restrictions on the marketing or manufac f turing of the product, complete withdrawal of the product from the market or product recalls; • fines, warning letters or holds on post-approval clinical studi t es; • refusal of the FDA to approve pending applications or suppl u ements to approved applications; • applications, or suspension or revocation of product license approvals; • product seizure or detention, or refusal to permit the import or export of products; or • inju n nctions or the imposition of civil or criminal penalties. The FDA strictly regulates marketing, labe a ling, advertising, and promotion of products that are placed on the market. Drugs r and biologics may be promoted only for the approved indications and in accordance with the provisions of the approved labe a l. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-l f abel uses, and a company that is found to have improperly promoted off-l f abel uses may be subj u ect to significant liabi a lity. Othe t r U.S. Regu e latory Laws Manufact f ur t ing, sales, promotion and other activities following product approval are also subj u ect to regulation by numerous regulatory r authorities in the United States in addition to the FDA, including the Centers for Medicare & Medicaid Services, or CMS, other divisions of the Department of Health and Human Services, or HHS, the Department of Justice, the Drug r Enforcement Administration, the Consumer Produc d t Safety Commission, the Federal Trade Commission, the Occupa u tional Safety & Health Administration, the Environmental Protection Agency and state and local governments. For example, in the United States, our business operations, including any sales, marketing and scientific f and educ d ational programs, also must comply with state and federal fraud and abuse laws, including the federal Anti-Kickback Statue t and false claims laws; federal data privacy and security laws; and federal transparency laws related to payments and/or other transfer f s of value made to physicians and other healthcare profes f sionals and teaching hospitals. The federal Anti-Kickback Statut t e makes it illegal for any person, including a prescription drug r manufac f turer (or a party acting on its behalf), f to knowingly and willfully solicit, receive, offe f r or pay any remuneration that is intended to induce or reward referrals, including the purchase, recommendation, order or prescription of a particular drug, r for which payment may be made under a federal healthcare program, such as Medicare or Medicaid. Moreover, the ACA provides that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statut t e constitutes a false or fraudulent claim for purpos r es of the False Claims Act. Federal false claims laws, including the False Claims Act, prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, false or fraudulent claims for payment of federal funds, and knowingly making, or causing to be made, a false record or statement material to a false or fraudulent claim to avoid, decrease or conceal an obligation to pay money to the federal government.
13 The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, prohibits, among other things, knowingly and willfully executing, or attempting to execute, a scheme or artific f e to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of,f any healthcare benefit program, regardless of the payor (e.g., public or private), and knowingly and willfully falsifyi f ng, concealing or covering up by any trick or device a material fact or making any materially false, fictitious or fraudulent statements in connection with the delivery r of,f or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickba k ck Statut t e, a person or entity does not need to have actua t l knowledge of the statut t e or specific intent to violate it in order to have committed a violation. Many states have similar laws and regulations that may differ from federal law in significant ways, thus complicating compliance effo f rts. For example, states have anti-kickback and false claims laws that may be broader in scope than analogous federal laws and may apply regardless of payer. In addition, the federal physician payment transparency requirements, sometimes referred to as the “Physician Payments Sunshine Act,” created under the ACA and its implementing regulations, require certain manufact f ur t ers of drugs r , devices, biologics and medical suppl u ies for which payment is availabl a e under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to CMS information related to payments or other transfer f s of value made to physicians (defin f ed to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare profes f sionals (such as physician assistants and nurse practitioners) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) and their respective implementing regulations, impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses and their respective business associates that perform services for them that involve the use, or disclosure of,f individually identifiable health information as well as their covered subc u ontractors, relating to the privacy, security, and transmission of such individually identifiable health information. In addition, state data privacy laws that protect the security of health information may differ from each other and may not be preempted by federal law. Moreover, several states and local jurisdictions have enacted legislation requiring pharmaceutical manufact f ur t ers to, among other things, establ a ish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales and marketing activities, report information related to drug r pricing, require the registration of sales representatives, and prohibit certain other sales and marketing practices. In addition, the approval and commercialization of any of our product candidates outside the United States will also likely subj u ect us to foreign equivalents of the healthcare laws mentioned above. Pricing and rebate programs must comply with the Medicaid rebate requirements of the U.S. Omnibus Budget Reconciliation Act of 1990 and more recent requirements in the ACA. If products are made availabl a e to authorized users of the Federal Suppl u y Schedule of the General Services Administration, additional laws and requirements apply. Products must meet applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act. Manufac f turing, sales, promotion and other activities also are potentially subj u ect to federal and state consumer protection and unfai f r competition laws. The distribution of biologic and pharmaceutical products is subj u ect to additional requirements and regulations, including extensive record-keeping, licensing, storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products. Failure to maintain compliance with these healthcare laws could result in the imposition of significant civil, criminal and administrative penalties, damages, disgorgement, monetary fines, imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractua t l damages, reputational harm, diminished profit f s and future earnings and curtailment of our operations, any of which could adversely affe f ct our ability to operate our business and our results of operations. Data Privacy c Privacy laws in the U.S. are also increasingly complex and changing rapi a dly. For example, the Califor f nia legislatur t e enacted the California Consumer Privacy Act, or CCPA, which took effe f ct on January 1, 2020 and it has been subs u equently amended. The CCPA requires covered companies to provide certain disclosures to Califor f nia residents, and affo f rd them certain rights such as to access, delete and opt-out of certain sharing of their personal information. The CCPA provides for civil penalties for violations. Since the enactment of the CCPA, new or revised privacy and data security laws have been proposed in many states and in the U.S. Congress, reflecting a trend toward more stringent privacy legislation in the U.S.
14 In addition, the processing of personal data in connection with clinical trials in the EU must comply with comprehensive data protection requirements imposed by EU’s General Data Protection Regulation, or EU GDPR. The EU GDPR, which took effe f ct on May 25, 2018, imposes stringent data protection requirements and provides for penalties for noncompliance that can include bans on processing personal data and fines of up to the greater of 20 million euros or four percent of worldwide annual revenues. The EU GDPR requires organizations to give detailed disclosures about how they collect, use and share personal data; under certain conditions, obtain explicit consent to process sensitive personal data, such as health or genetic information; contractua t lly require vendors to meet data protection requirements; maintain adequate data security measures; notify f regulators and affe f cted individuals of certain data breaches; meet extensive privacy governance and documentation requirements; and affo f rd individuals’ data protection rights, including their rights to access, correct and delete their personal data. European data protection laws, generally restrict the transfer f of personal data from Europe, including from the European Economic Area, the United Kingdom and Switzerland, to the U.S. and most other countries unless the parties to the transfer f have implemented specific f safeguards to protect the transfer f red personal data. Legal challenges, in the past and future, may be successful f in limiting the mechanisms availabl a e to transfer f personal data across national borders. The failure to comply with any of these laws or regulatory r requirements may result in legal and regulatory r actions. Depending on the circumstances, failure to meet applicable regulatory requirements can result in significant penalties, including administrative, civil, and criminal penalties, fines, imprisonment, disgorgement, inju n nctions, exclusion from participation in federal healthcare programs, integrity oversight and reporting obligations, requests for recall, seizure of products, total or partial suspension of production, denial or withdrawal of product approvals or refusal to allow a firm to enter into suppl u y contracts, including government contracts. Any action against us for violation of these laws, even if we successful f ly defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. Prohibitions or restrictions on sales or withdrawal of future products marketed by us could materially affe f ct our business in an adverse way. U.S. Health l Care Refo e rm Changes in regulations, statut t es or the interpretation of existing regulations could impact our business in the future by requiring, for example: (1) changes to our manufac f turing arrangements; (2) additions or modifications to product labe a ling; (3) the recall or discontinuation of our products; or (4) additional record-keeping requirements. If any such changes were to be imposed, they could adversely affe f ct the operation of our business. Further, the United States, there have been and continue to be a number of healthcare-related legislative initiatives that have significantly affe f cted the healthcare industry. r For example, on June 17, 2021 the U.S. Supr u eme Court dismissed a challenge on procedur d al grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Further, prior to the U.S. Supr u eme Court ruling, on January 28, 2021, President Biden issued an executive order that initiated a special enrollment period from Februa r ry 15, 2021 through May 15, 2021 for purpos r es of obtaining health insurance coverage through the ACA marketpl t ace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. In addition, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or IRA, R into law, which among other things, extends enhanced subs u idies for individuals purchasing health insurance coverage in ACA marketpl t aces through plan year 2025. The IRA R also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary r maximum out-of-pocket cost and creating a new manufac f turer discount program. It is unclear how any additional challenges and healthcare form measures of the Biden administration will impact the ACA and our business. Moreover, there has recently been heightened governmental scrutiny over the manner in which manufac f turers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufact f ur t er patient programs, and reform government program reimbursement methodologies for drug r products. For example, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs r . In response to Biden’s executive order, on September 9, 2021, HHS released a Comprehensive Plan for Addressing High Drug r Prices that outlines principles for drug r pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. In addition, the IRA, R among other things, (i) directs HHS to negotiate the price of certain high-expenditure, single-source drugs r and biologics covered under Medicare, and subj u ect drug r manufact f ur t ers to civil monetary penalties and a potential excise tax by offe f ring a price that is not equal to or less than the negotiated “maximum fair price” for such drugs r and biologics under the law, and (ii) imposes rebates with respect to certain drugs r and biologics covered under Medicare Part B or Medicare Part D to penalize price increases that outpa t ce inflation. The IRA R permits HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. These provisions take effe f ct progressively starting in fiscal year 2023. On August 29, 2023, HHS announced the list of the first ten drugs r that will be subj u ect to price negotiations, although the Medicare drug r price negotiation program is currently subj u ect to legal challenges. It is currently unclear how the IRA R will be implemented but is likely to have a significant impact on the pharmaceutical industry. r In response to the Biden administration’s October 2022 executive order, on Februa r ry 14, 2023, HHS released a report outlining three new models for testing by the CMS Innovation Center which will be evaluated on their ability to lower the cost of drugs r , promote accessibility, and improve quality of care. It is unclear whether the models will be utilized in any health
15 reform measures in the future. Further, on December 7, 2023, the Biden administration announced an initiative to control the price of prescription drugs r through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the National Institute of Standards and Technology published for comment a Draftf Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework. At the state level, legislatur t es have increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to import certain drugs r from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which drugs r will be chosen, and whether it will be subj u ect to legal challenges in the United States or Canada. Other states have also subm u itted SIP proposals that are pending review by the FDA. U.S. Patent-T t er T m r Restor t atio t n and Marketin t g Exclusivity Depending upon the timing, duration and specifics of FDA approval of any future product candidates, some of our U.S. patents may be eligible for limited patent term extension under the Drug r Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits restoration of the patent term of up to five years as compensation for patent term lost during product development and FDA regulatory r review process. Patent- term restoration, however, cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent-term restoration period is generally one-half the time between the effe f ctive date of an IND and the subm u ission date of an NDA or BLA plus the time between the subm u ission date of an NDA or BLA and the approval of that application, except that the review period is reduced by any time during which the applicant failed to exercise due diligence. Only one patent applicable to an approved drug r is eligible for the extension and the application for the extension must be subm u itted prior to the expiration of the patent. The USPTO, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may apply for restoration of patent term for our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of the clinical trials and other fact f ors involved in the filing of the relevant NDA or BLA. Market exclusivity provisions under the FDCA also can delay the subm u ission or the approval of certain applications. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to gain approval of a NDA for a new chemical entity. A drug r is a new chemical entity if the FDA has not previously approved any other new drug r containing the same active moiety, which is the molecule or ion responsible for the action of the drug r subs u tance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug r application, or ANDA, or a 505(b)(2) NDA subm u itted by another company for another version of such drug r where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be subm u itted afte f r four years if it contains a certific f ation of patent invalidity or non-infringement. The FDCA also provides three years of marketing exclusivity for a NDA, 505(b)(2) NDA or suppl u ement to an existing NDA if new clinical investigations, other than bioavailability studi t es, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example, new indications, dosages or strengths of an existing drug. r This three-year exclusivity covers only the conditions of use associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs r containing the original active agent. Five-year and three-year exclusivity will not delay the subm u ission or approval of a full NDA. However, an applicant subm u itting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studi t es and adequate and well-controlled clinical trials necessary to demonstrate safety and effe f ctiveness. A reference biological product is granted twelve years of data exclusivity from the time of first licensure of the product, and the FDA will not accept an appl a ication for a biosimilar or interchangeable product based on the reference biological product until four years afte f r the date of first licensure of the reference product. “First licensure” typically means the initial date the particular product at issue was licensed in the United States. Date of first licensure does not include the date of licensure of (and a new period of exclusivity is not availabl a e for) a biological product if the licensure is for a suppl u ement for the biological product or for a subs u equent application by the same sponsor or manufact f ur t er of the biological product (or licensor, predecessor in interest, or other related entity) for a change (not including a modification to the structur t e of the biological product) that results in a new indication, route of administration, dosing schedule, dosage form, delivery r system, delivery r device or strength, or for a modification to the structur t e of the biological product that does not result in a change in safety, purity, or potency. Therefor f e, one must determine whether a new product includes a modification to the structur t e of a previously licensed product that results in a change in safety, purity, or potency to assess whether the licensure of the new product is a first licensure that triggers its own period of exclusivity. Whether a subs u equent application, if approved, warrants exclusivity as the “fir f st licensure” of a biological product is determined on a case-by-case basis with data subm u itted by the sponsor. Europe o an Union Drug Developm l ent As in the United States, medicinal products can be marketed only if a marketing authorization from the competent regulatory r agencies has been obtained.
16 Similar to the United States, the various phases of preclinical and clinical research in the European Union are subj u ect to significant regulatory r controls. Although the EU Clinical Trials Directive 2001/20/EC has sought to harmonize the EU clinical trials regulatory r framework, setting out common rules for the control and authorization of clinical trials in the EU, the EU Member States have transposed and applied the provisions of the Directive differently. This has led to significant variations in the member state regimes. Under the current regime, before a clinical trial can be initiated it must be approved in each of the EU countries where the trial is to be conducted by two distinct bodies: the National Competent Authority, or NCA, and one or more Ethics Committees, or ECs. Under the current regime all suspected unexpected serious adverse reactions to the investigated drug r that occur during the clinical trial have to be reported to the NCA and ECs of the Member State where they occurred. The EU clinical trials legislation currently is undergoing a transition process mainly aimed at harmonizing and streamlining clinical-trial authorization, simplifyi f ng adverse-event reporting procedur d es, improving the supe u rvision of clinical trials and increasing their transparency. Recently enacted Clinical Trials Regulation EU No 536/2014 ensures that the rules for conducting clinical trials in the EU will be identical. In the meantime, Clinical Trials Directive 2001/20/EC continues to govern all clinical trials performed in the EU. Europe o an Union Drug Review and Appr p oval In the European Economic Area, or EEA, which is comprised of the 27 Member States of the European Union (including Norway and excluding Croatia), Iceland and Liechtenstein, medicinal products can only be commercialized afte f r obtaining a Marketing Authorization, or MA. There are two types of marketing authorizations. • The Community MA is issued by the European Commission through the Centralized Procedur d e, based on the opinion of the Committee for Medicinal Products for Human Use, or CHMP, of the European Medicines Agency, or EMA, and is valid throughout the entire territory of the EEA. The Centralized Procedur d e is mandatory for certain types of products, such as biotechnology medicinal products, orpha r n medicinal products, advanced-therapy a medicines such as gene-therapy, a somatic cell-therapy or tissue-engineered medicines and medicinal products containing a new active subs u tance indicated for the treatment of HIV, AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and other immune dysfunctions and viral diseases. The Centralized Procedur d e is optional for products containing a new active subs u tance not yet authorized in the EEA, or for products that constitute a significant therapeutic, scientific f or technical innovation or which are in the interest of public health in the EU. • National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are availabl a e for products not falling within the mandatory scope of the Centralized Procedur d e. Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in another Member States through the Mutual Recognition Procedur d e. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedur d e. Under the Decentralized Procedur d e an identical dossier is subm u itted to the competent authorities of each of the Member States in which the MA is sought, one of which is selected by the applicant as the Reference Member State, or RMS. The competent authority of the RMS prepares a draftf assessment report, a draftf summary of the product characteristics, or SPC, and a draftf of the labe a ling and package leafle f t, which are sent to the other Member States (referred to as the Member States Concerned) for their approval. If the Member States Concerned raise no objections, based on a potential serious risk to public health, to the assessment, SPC, labe a ling, or packaging proposed by the RMS, the product is subs u equently granted a national MA in all the Member States (i.e., in the RMS and the Member States Concerned). Under the above described procedur d es, before granting the MA, the EMA or the competent authorities of the Member States of the EEA make an assessment of the risk-benefit f balance of the product on the basis of scientific f criteria concerning its quality, safety and effi f cacy. Coverage and Reimbursement Sales of our products will depend, in part, on the extent to which our products will be covered by third-party payors, such as government health programs, commercial insurance and managed healthcare organizations. In the United States no uniform policy of coverage and reimbursement for drug r or biological products exists. Accordingly, decisions regarding the extent of coverage and amount of reimbursement to be provided for any of our products will be made on a payor-by-payor basis. As a result, the coverage determination process is ofte f n a time-consuming and costly process that will require us to provide scientific f and clinical suppor u t for the use of our products to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained.
17 The U.S. government, state legislatur t es and foreign governments have shown significant interest in implementing cost containment programs to limit the growth of government-paid health care costs, including price-controls, restrictions on reimbursement and requirements for subs u titution of generic products for branded prescription drugs r . For example, the ACA contains provisions that may reduce the profita f bi a lity of drug r products through increased rebates for drugs r reimbursed by Medicaid programs, extension of Medicaid rebates to Medicaid managed care plans, mandatory discounts for certain Medicare Part D beneficiaries and annual fees based on pharmaceutical companies’ share of sales to federal health care programs. Adoption of general controls and measures, coupled with the tightening of restrictive policies in jurisdictions with existing controls and measures, could limit payments for pharmaceutical drugs r . The Medicaid Drug r Rebate Program requires pharmaceutical manufact f ur t ers to enter into and have in effe f ct a national rebate agreement with the Secretary r of HHS as a condition for states to receive federal matching funds for the manufact f ur t er’s outpa t tient drugs r furnished to Medicaid patients. The ACA made several changes to the Medicaid Drug r Rebate Program, including increasing pharmaceutical manufac f turers’ rebate liability by raising the minimum basic Medicaid rebate on most branded prescription drugs r from 15.1% of average manufact f ur t er price, or AMP, to 23.1% of AMP and adding a new rebate calculation for “line extensions” (i.e., new formulations, such as extended release formulations) of solid oral dosage forms of branded products, as well as potentially impacting their rebate liabi a lity by modifying the statut t ory r definition of AMP. The ACA also expanded the universe of Medicaid utilization subj u ect to drug r rebates by requiring pharmaceutical manufact f ur t ers to pay rebates on Medicaid managed care utilization and by enlarging the population potentially eligible for Medicaid drug r benefits. CMS has proposed to expand Medicaid rebate liabi a lity to the territories of the United States as well. The Medicare Prescription Drug, r Improvement, and Modernization Act of 2003, or the MMA, establ a ished the Medicare Part D program to provide a voluntary r prescription drug r benefit to Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug r plans offe f red by private entities that provide coverage of outpa t tient prescription drugs r . Unlike Medicare Part A and B, Part D coverage is not standardized. While all Medicare drug r plans must give at least a standard level of coverage set by Medicare, Part D prescription drug r plan sponsors are not required to pay for all covered Part D drugs r , and each drug r plan can develop its own drug r formulary r that identifie f s which drugs r it will cover and at what tier or level. However, Part D prescription drug r formularies must include drugs r within each therapeutic category r and class of covered Part D drugs r , though not necessarily all the drugs r in each category r or class. Any formulary r used by a Part D prescription drug r plan must be developed and reviewed by a pharmacy and therapeutic committee. Government payment for some of the costs of prescription drugs r may increase demand for products for which we receive marketing approval. However, any negotiated prices for our products covered by a Part D prescription drug r plan likely will be lower than the prices we might otherwise obtain. Moreover, while the MMA applies only to drug r benefits for Medicare beneficiaries, private payors ofte f n follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from non-governmental payors. For a drug r product to receive federal reimbursement under the Medicaid or Medicare Part B programs or to be sold directly to U.S. government agencies, the manufact f ur t er must extend discounts to entities eligible to participate in the 340B drug r pricing program. The required 340B discount on a given product is calculated based on the AMP and Medicaid rebate amounts reported by the manufactur t er. In 2010, the ACA expanded the types of entities eligible to receive discounted 340B pricing, although, under the current state of the law, with the exception of children’s hospitals, these newly eligible entities will not be eligible to receive discounted 340B pricing on orpha r n drugs r . In addition, as 340B drug r prices are determined based on AMP and Medicaid rebate data, the revisions to the Medicaid rebate formula and AMP definition described above could cause the required 340B discount to increase. As noted above, the marketability of any products for which we receive regulatory r approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. An increasing emphasis on cost containment measures in the United States has increased and we expect will continue to increase the pressure on pharmaceutical pricing. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status t is attained for one or more products for which we receive regulatory r approval, less favorable coverage policies and reimbursement rates may be implemented in the future. In addition, in most foreign countries, the proposed pricing for a drug r must be approved before it may be lawful f ly marketed. The requirements governing drug r pricing and reimbursement vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profit f ability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the United States and generally prices tend to be significantly lower.
18 Intellectual Property We strive to protect and enhance the proprietary technology, inventions, and improvements that are commercially important to our business, including seeking, maintaining, and defending patent rights. We seek to protect our proprietary position by, among other methods, filing patent applications in the United States and in jurisdictions outside of the United States related to our proprietary technology, inventions, improvements, and product candidates that are important to the development and implementation of our business. We also rely on trade secrets and know-how relating to our proprietary technology and product candidates and continuing innovation to develop, strengthen, and maintain our proprietary position in the field. Although we are not party to any material in-license agreements as of the date of this Annual Report on Form 10-K, we may in the future pursue in-licensing opportunities to strengthen our proprietary position in the field. We additionally rely on data exclusivity, market exclusivity, and patent term extensions when availabl a e, and may seek and rely on regulatory r protection affo f rded through orpha r n drug r designations. Our commercial success may depend in part on our ability to obtain and maintain patent and other proprietary protection for our technology, inventions, and improvements; to preserve the confid f entiality of our trade secrets; to defend and enforce our proprietary rights, including our patents; and to operate without infringing the valid and enforceable patents and other proprietary rights of third parties. We have prosecuted numerous patents and patent applications and possess know-how and trade secrets relating to the development and commercialization of our ABC Platform and product candidates, including related manufact f ur t ing processes and technology. As of December 31, 2023, we were the assignee of record for approximately 11 U.S. issued patents, and the applicant for approximately 20 U.S. pending patent applications and 4 pending PCT applications directed to certain of our proprietary technology, inventions, and improvements and our most advanced product candidates, as well as 48 patents issued in jurisdictions outside of the United States and 59 patent applications pending in jurisdictions outside of the United States that, in many cases, are counterpa r rts to the foregoing U.S. patents and patent applications. For example, these patents and patent applications include claims directed to: • therapeutic proteins and biologically active agents conjugated to a biopolymer, which comprise our ABC Platform; • specific therapeutics, including tarcocimab; and • components of our therapeutics. The following patents and patent applications (including anticipated 20-year expiration dates, which could be altered by, for example, a disclaimer, patent term adju d stment or patent term extension) relate to tarcocimab, a KSI-501, and/or ABC Platform: Patent and Patent Application Numbers Anticipated U.S. Expiration Date Description of Representative U.S. Claims US 8,846,021, US Appl. No. 17/553,605, EP Patent No. 1988910, JP Patent No. 5528710, JP Patent No. 5745009, and foreign applications in certain jurisdictions claiming priority to PCT/US2007/005372 2/28/2027 Representative claims include conjugates US Appl. No. 17/409,578, AU Patent No. 2011239434, AU Patent No. 2017201930, BR Patent No. 11 2012 0261185, CA Patent No. 2795667, EP Patent No. 2558538, EP Patent No. 3549963, HK Patent No. 40015590, JP Patent No. 6568748, JP Patent No. 6754749, KR Patent No. 10- 2416359, MX Patent No. 365521, and foreign applications in certain jurisdictions claiming priority to PCT/US2011/032768 4/15/2031 Representative claims include conjugates
19 US 8,765,432, US 11,819,531, AU Patent No. 2010330727, BR Patent No. 1120120145568, CA Patent No. 2783615, CA Patent No. 3039426, EP Patent No. 2512462, EP Patent No. 3254678, EP Patent No. 3659591, CN Patent No. ZL201080062252.7, HK Patent No. 1247828, IN Patent No. 319269, JP Patent No. 5760007, JP Patent No. 5990629, JP Patent No. 6416832, JP Patent No. 6777706, MX Patent No. 346423, MX Patent No. 374020, KR Patent No. 10- 1852044, MO Patent No. J/002943, and foreign applications in certain jurisdictions claiming priority to PCT/US2010/061358 5/10/2030 Representative claims include copolymers and methods of making copolymers (ABC Platform specific f ally) US 10,702,608, US 11,590,235, EP Patent No. 3041513, JP Patent No. 6463361, JP Patent No. 6732056, JP Patent No. 7232796, and foreign applications in certain jurisdictions claiming priority to PCT/US2014/054622 12/21/2034 Representative claims include polymers and method of making polymers US 11,066,465, US Appl. No. 17/301599, JP Patent No. 7088454, MX Patent No. 407292, RU Patent No. 2744860, and foreign applications in certain jurisdictions claiming priority to PCT/US2016/069336 12/29/2036 Representative claims include antibody and antibody conjugate, and methods of making and using the conjugates US Appl. No. 17/066856, US Appl. No. 18/504723, and foreign applications in certain jurisdictions claiming priority to PCT/US2020/055074 10/9/2040 Representative claims include method of treating an eye disorder using the antibody conjugates US Appl. No. 18/555122 and EP application claiming priority to PCT/US2022/024598 4/13/2042 Representative claims include method of treating an eye disorder using the antibody conjugates US Appl. No. 18/166755 and PCT Application No. PCT/US2023/062322 2/9/2043 Representative claims include method of purifyi f ng the antibody conjugates PCT Application No. PCT/US2023/074805 9/21/2043 Representative claims include methods of preparing a protein solution or therapeutic formulation US Appl. No. 16/290128 and foreign applications in certain jurisdictions claiming priority to PCT/US2019/020418 3/1/2039 Representative claims include fusion proteins and conjugates thereof, and methods of making and using the fusion proteins and the conjugates US Appl. No. 17/997866 and foreign applications in certain jurisdictions claiming priority to PCT/US2021/031194 5/6/2041 Representative claims include method of treating a disorder related to an infection or a systemic inflammatory condition using fusion proteins and conjugates thereof PCT Application No. PCT/US2023/082545 12/5/2043 Representative claims include formulations of a fusion protein and conjugates thereof, and methods of producing the same
20 In the normal course of business, we intend to pursue, when possible, composition, method of use, dosing and formulation patent protection, as well as manufact f ur t ing and drug r development processes and technology. The patents and patent applications we have filed outside of the United States are in Europe, Japa a n, and various other jurisdictions. Individual patents extend for varying periods of time, depending upon the date of filing of the patent application, the date of patent issuance, and the legal term of patents in the countries in which they are obtained. Generally, patents issued for applications filed in the United States are effe f ctive for 20 years from the earliest effe f ctive filing date. In addition, in certain instances, a patent term can be extended to recapt a ur t e a portion of the term effe f ctively lost as a result of the FDA regulatory r review period. The restoration period cannot be longer than five years and the total patent term, including the restoration period, must not exceed 14 years following FDA approval. The duration of patents outside of the United States varies in accordance with provisions of applicable local law, but typically is also 20 years from the earliest effe f ctive filing date. Our issued U.S. patents will expire on dates ranging from 2027 to 2038. If patents are issued on our pending patent applications, the resulting patents are projected to expire on dates ranging from 2027 to 2043. However, the actual protection affo f rded by a patent varies on a product-by-product basis, from country-to-country, and depends upon many factors, including the type of patent, the scope of its coverage, the availabi a lity of regulatory- r related extensions, the availabi a lity of legal remedies in a particular country, and the validity and enforceabi a lity of the patent. As of December 31, 2023, we have a total of 33 pending trademark applications and issued trademark registrations. These include two trademark registrations and three pending trademark applications in the United States, and 24 trademark registrations and three pending trademark applications in jurisdictions outside of the United States. Of the trademark registrations in jurisdictions outside of the United States, 17 are in China and one is in each of Canada, the European Union, India, Japa a n, Singapor a e, Switzerland and the United Kingdom. Of the pending trademark applications in jurisdictions outside of the United States, one in each of Canada, the European Union, the United Kingdom and Japa a n. We also may rely, in some circumstances, on trade secrets to protect our technology. However, trade secrets are difficult to protect. We seek to protect our technology and product candidates, in part, by entering into confid f entiality agreements with those who have access to our confid f ential information, including our employees, contractors, consultants, collaborators, and advisors. We also seek to preserve the integrity and confid f entiality of our proprietary technology and processes by maintaining physical security of our premises and physical and electronic security of our information technology systems. Although we have confid f ence in these individuals, organizations, and systems, agreements or security measures may be breached and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or may be independently discovered by competitors. To the extent that our employees, contractors, consultants, collaborators, and advisors use intellectua t l property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. For this and more comprehensive risks related to our proprietary technology, inventions, improvements and products, please see the section on “Risk Factors—Risks Related to Intellectua t l Property.” Human Capital Management As of December 31, 2023, we had 111 employees worldwide, of whom 14 were based outside of the United States. Of these employees, 76 employees were engaged in or suppor u t research, development and clinical activities, 27 of whom hold a Ph.D. degree or M.D. (or equivalent) degree. None of our employees is subj u ect to a collective bargaining agreement. We continually assess employee turnover, recrui r tment initiatives, compensation and benefits programs, safety in performing critical labo a ratory work, diversity and other matters relevant to human capi a tal management, and we review results with our Board of Directors on a periodic basis. We aim to offe f r competitive compensation (including salary, incentive bonus, and equity) and benefits packages in each of our locations and in each of employee groups at each level around the globe as assessed with internal and external benchmarking data. Legal Proceedings As of the date of this Annual Report on Form 10-K, we are not a party to any material legal proceedings. In the normal course of business, we may be named as a party to various legal claims, actions and complaints. We cannot predict whether any resulting liabi a lity would have a material adverse effe f ct on our financial position, results of operations or cash flows. Additional Information We maintain an internet website at the following address: https://kodiak.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K or in any other filings we make with the Securities and Exchange Commission, or SEC.
21 We make availabl a e on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended, or the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make this information availabl a e on or through our website free of charge as soon as reasonabl a y practicable afte f r we electronically file the information with, or furnish it to, the SEC. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
22 ITEM 1A. RISK FACTORS You should consider careful f ly the following risk factors, together with all the other information in this Annual Report on Form 10-K, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and our consolidated financial statements and notes thereto. The occurrence of any events described in the following risk factors and the risks described elsewhere in this Annual Report on Form 10-K could harm our business, operating results, financial condition, and/or growth prospects or cause our actual results to differ materially from those contained in forward- looking statements that we have made in this Annual Report on Form 10-K and those may make from time to time. You should consider all of the risk factors described when evaluating our business. Risks Related to the Discovery, Development and Commercialization of Our Product Candidates We are in the clin l ical stage t of drug developm l ent and have a very r limite i d operating i hist i or t y r and no productst approved for commercial sale,e which may a make it diffi i cult to evaluatet our current busine i ss and predic d t our future success and viability i .y We are a clinical stage biopharmaceutical company committed to researching, developing and commercializing transfor f mative therapeutics to treat high prevalence retinal diseases. We commenced operations in June 2009, have no products approved for commercial sale and have not generated any revenue. Drug r development is a highly uncertain undertaking and involves a subs u tantial degree of risk. We have conducted clinical trials, including Phase 3 pivotal clinical trials, of tarcocimab a in patients with wet AMD, DME, NPDR and RVO. Certain of our trials did not meet their primary effi f cacy endpoints, and in July 2023 we announced a business decision to wind-down development of tarcocimab. a Following additional positive results from other on-going tarcocimab a clinical trials, we plan to resume the tarcocimab a development program. To date, we have not obtained marketing approval for any product candidates, including tarcocimab a and KSI-501, our dual inhibitor antibody biopolymer conjugate targeting both IL-6 (anti-IL-6 antibody) and VEGF (VEGF-trap), manufac f tured a commercial scale product, or conducted sales and marketing activities necessary r for successful f product commercialization. Our limited operating history r as a company and early stage of drug r development make any assessment of our future success and viability subj u ect to significant uncertainty. We will encounter risks and difficulties frequently experienced by early-stage biopharmaceutical companies in rapi a dly evolving fields, and we have not yet demonstrated an ability to successful f ly overcome such risks and difficulties. If we do not address these risks and difficulties successful f ly, our business will suffer. Our prospe s ctst are heavily depe e nden d t on our tarcocimab and KSI- S 501 product candid d at d es t ,s which are currently t in clin l ical developm l ent for multiple indications. Our prospects will be heavily dependent on our tarcocimab and KSI-501 product candidates and the results of planned or pending clinical studi t es. We cannot be certain that our product candidates will be successful f in any of the planned or pending clinical trials. Our early preclinical and Phase 1/1b clinical trial results are not necessarily predictive of the results of our ongoing or future discovery programs or any future preclinical or clinical studi t es. Our ability to demonstrate effi f cacy, safety and clinical durability in pivotal studi t es may be affe f cted by the patient populations sampled and the design of our pivotal studi t es. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical studi t es afte f r achieving positive results in early-stage development, including early-stage clinical studi t es, and we cannot be certain that we will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings made while clinical studi t es were underway or safety or effi f cacy observations made in preclinical studi t es and clinical studi t es, including previously unreported or unobserved adverse events as more patients are treated and followed for longer periods of time. For example, in our Phase 2b/3 clinical trial evaluating the effi f cacy, durability and safety of tarcocimab a in treatment- naïve subj u ects with neovascular wet AMD and in our Phase 3 GLEAM and GLIMMER studi t es, tarcocimab did not meet the primary effi f cacy endpoint of showing non-inferior visual acuity gains. There can be significant variability in safety or effi f cacy results between different clinical studi t es of the same product candidate due to numerous factors, including changes in study t procedur d es set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the clinical study t protocols and the rate of dropout among clinical study t participants. Moreover, preclinical and clinical data are ofte f n susceptible to varying interpretations and analyses, and many companies that believed their product candidates performed satisfac f torily in preclinical studi t es and clinical studi t es nonetheless failed to obtain FDA approval. If approved, clinical study t designs and data are not necessarily predictive of the final marketed product labe a l. FDA may not approve a labe a l for a particular dosing frequency, even if we believe the data demonstrate suppor u t for that dosing.
23 While a Phase 1 study t of KSI-501 has completed the dosing phase in patients in the United States to evaluate the safety, tolerabi a lity and bioactivity of KSI-501 in DME, it may be years before a registrational-type trial is completed, if at all. We may in the future develop other product candidates, advance additional product candidates into clinical trials and terminate such trials prior to their completion. It will take additional investment and time for such programs to reach the same stage of development as tarcocimab a and KSI-501. Our plan l for the developm l ent of tarcocimab may a be unsuccessful f .l We discontinued further development of tarcocimab a in mid-2023 pending the outcomes of two other trials that were then underway. While those other trials produced favorable results and we have resumed development of tarcocimab, that development may not be successful f . In connection with our development program, we developed an enhanced, commercial formulation of tarcocimab to improve manufactur t ability and usability by reducing inje n ction time from 7-10 seconds to 2-3 seconds. While we believe that doing so does not affe f ct the applicability of prior test results, we cannot be sure that the FDA, EMA or comparable foreign regulatory authorities would agree or accept our planned BLA even if our planned additional trial is successful f . The failure of pi f votal studie d s of tarcocimab to meet theiri primary effi f cacy endpoint i st may a lead us to pause,e change or disc i ontinue developm o ent of othe t r product candid d at d es t based on our ABC Plat l fo t rm. In July 2023, we announced that two of our pivotal Phase 3 clinical trials of tarcocimab a did not meet their primary effi f cacy endpoints and, as a result, we paused further development of tarcocimab a pending review of data from the BEACON study t in patients with macular edema due to RVO and the GLOW1 study t patients with diabetic retinopathy. Although we have resumed the development of tarcocimab, we may again determine to discontinue development of tarcocimab a or our ABC Platform or other product candidates using our ABC Platform based on future information or trials results, which could prevent us from, or significantly delay, achieving profita f bi a lity and could result in disrupt r ions to our business including potential impairment charges, restructur t ing costs, or costs that are greater than expected. Research and developm l ent of biopharma r ceutical productst is inherently t risk i y. k We cannot give any n assurance that any n of our product candid d at d es t will i receive regu e latory,y includin d g marketin t g, approval,l which is necessary r befo e re they can be commercialized.d We are at an early stage of development of our product candidates. Our future success is dependent on our ability to successful f ly develop, obtain regulatory approval for, and then successful f ly commercialize our product candidates, and we may fail to do so for many reasons, including the following: • our product candidates have in the past and may in the future not successful f ly complete preclinical studi t es or clinical trials; • if a product candidate obtains regulatory r approval, approval may be for indications, dosage and administration or patient populations that are not as broad as intended or desired; • a product candidate may, on further study, t be shown to have harmful side effe f cts or other characteristics that indicate it is unlikely to be effe f ctive or otherwise does not meet applicable regulatory r criteria, for example a positive benefit-risk profile f ; • our competitors may develop therapeutics that render our product candidates obsolete or less attractive; • our competitors may develop platform technologies that render our ABC Platform obsolete or less attractive; • the product candidates and ABC Platform that we develop may not be sufficiently covered by intellectua t l property for which we hold exclusive rights or may be covered by third party patents or other intellectua t l property or exclusive rights; • the market for a product candidate may change so that the continued development of that product candidate is no longer reasonabl a e or commercially attractive; • a product candidate may not be capable of being produced in commercial quantities at an acceptabl a e cost, or at all; • if a product candidate obtains regulatory approval, we may be unable to establ a ish sales and marketing capabilities, or successful f ly market such approved product candidate, to gain market acceptance; and • a product candidate may not be accepted as safe and effe f ctive by patients, the medical community or third-party payors, if applicable. If any of these events occurs, we may be forced to abandon our development effo f rts for a product candidate or candidates, which would have a material adverse effe f ct on our business and could potentially cause us to cease operations.
24 Failure of a product candidate may occur at any stage of preclinical or clinical development, and, because our product candidates and our ABC Platform are in development, there is a relatively higher risk of failure and we may never succeed in developing marketable products or generating product revenue. Further, we may not be successful f in our effo f rts to further develop our product candidates in time to meet the current and identifie f d market opportunity. We are not permitted to market or promote any of our product candidates before we receive regulatory r approval from the FDA or comparable foreign regulatory r authorities, and we may never receive such regulatory r approval for any of our product candidates. Each of our product candidates is in various stages of development and will require significant additional clinical development, management of preclinical, clinical, and manufac f turing activities, regulatory r approval, adequate manufactur t ing suppl u y, a commercial organization, and significant marketing effo f rts before we generate any revenue from product sales, if at all. Any clinical studi t es that we may conduct may not demonstrate the effi f cacy and safety necessary to obtain regulatory r approval to market our product candidates. If the results of our on-going or future clinical studi t es are inconclusive with respect to the effi f cacy of our product candidates or if we do not meet the clinical endpoints with statistical significance or if there are safety concerns or adverse events associated with our product candidates, we may be prevented or delayed in obtaining marketing approval for our product candidates. If any of our product candidates successfully completes clinical trials, we generally plan to seek regulatory r approval to market our product candidates in the United States, the EU, and in additional foreign countries where we believe there is a viable commercial opportunity. We have never commenced, compiled or subm u itted an application seeking regulatory r approval to market any product candidate in any jurisdiction. We may never receive regulatory r approval to market any product candidates even if such product candidates successful f ly complete clinical trials, which would adversely affe f ct our viability. To obtain regulatory r approval in countries outside the United States, we must comply with numerous and varying regulatory r requirements of such other countries regarding safety, effi f cacy, chemistry, r manufact f ur t ing and controls, clinical trials, commercial sales, pricing, and distribution of our product candidates. We may also rely on our collaborators or partners to conduct the required activities to suppor u t an appl a ication for regulatory r approval, and to seek approval, for one or more of our product candidates. We cannot be sure that our collabor a ators or partners will conduct these activities successful f ly or do so within the timeframe we desire. Even if we (or our collabor a ators or partners) are successful f in obtaining approval in one jurisdiction, we cannot ensure that we will obtain approval in any other jurisdictions. If we are unabl a e to obtain approval for our product candidates in multiple jurisdictions, our revenue and results of operations could be negatively affe f cted. Even if we receive regulatory r approval to market any of our product candidates, we cannot assure you that any such product candidate will be successful f ly commercialized, widely accepted in the marketpl t ace or more effe f ctive than other commercially availabl a e alternatives. That approval may be for indications, dosage and administration or patient populations that are not as broad as intended or desired or may require labe a ling that includes significant use or distribution restrictions or safety warnings. We may also be required to perform additional or unanticipated clinical studi t es to obtain approval or be subj u ect to additional post-marketing testing requirements to maintain regulatory r approval. In addition, regulatory r authorities may withdraw their approval of a product or impose restrictions on its distribution, such as in the form of a modified Risk Evaluation and Mitigation Strategy, or REMS. The failure to obtain timely regulatory r approval of product candidates, any product marketing limitations or a product withdrawal would negatively impact our business, results of operations and financial condition. Investment in biopharmaceutical product development involves significant risk that any product candidate will fail to demonstrate adequate effi f cacy or an acceptabl a e safety profile f , gain regulatory r approval, and become commercially viable. We cannot provide any assurance that we will be able to successful f ly advance any of our product candidates through the development process or, if approved, successful f ly commercialize any of our product candidates. We may a encounter t substantia t l delays a in our clin l ical trials,s or may a not be ablel to conduct or complete our clin l ical trials on the time i lines we expe x ct,t if at all. l Clinical testing is expensive, time consuming, and subj u ect to uncertainty. We cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, if at all. We cannot be sure that subm u ission of an IND application or a clinical trial application, or CTA, will result in the FDA, European Medicines Agency, or EMA or any other regulatory r authority as applicable, allowing clinical trials to begin in a timely manner, if at all. Moreover, even if these trials begin, issues may arise that could suspend or terminate such clinical trials. A failure of one or more clinical trials can occur at any stage of testing, and our future clinical trials may not be successful. For example, in July 2023 we announced a business decision to wind-down development of tarcocimab afte f r certain of our trials did not meet their primary r effi f cacy endpoints. Events that may prevent successful f or timely initiation or completion of clinical trials include: • inability to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to suppor u t the initiation or continuation of clinical trials; • delays in reaching a consensus with regulatory r agencies on study t design;
25 • the determination by the reviewing regulatory r authority to require more costly or lengthy clinical trials than we currently anticipate; • delays in reaching agreement on acceptable terms with prospective CROs, and clinical trial sites, the terms of which can be subj u ect to extensive negotiation and may vary significantly among different CROs and clinical trial sites; • delays in identifyi f ng, recrui r ting and training suitabl a e clinical investigators; • delays in obtaining required Institutional Review Board, or IRB, approval at each clinical trial site; • imposition of a temporary r or permanent clinical hold by regulatory r agencies for a number of reasons, including afte f r review of an IND or amendment, CTA or amendment, or equivalent application or amendment; as a result of a new safety finding that presents unreasonabl a e risk to clinical trial participants; a negative finding from an inspection of our clinical trial operations or study t sites; developments on trials conducted by competitors for related technology that raises FDA, EMA or any other regulatory r authority concerns about risk to patients of the technology broadly; or if the FDA, EMA or any other regulatory r authority finds that the investigational protocol or plan is clearly deficient to meet its stated objectives; • delays in identifyi f ng, recrui r ting and enrolling suitabl a e patients to participate in our clinical trials, and delays caused by patients withdrawing from clinical trials or failing to return for post-treatment follow-up; u • difficulty collabor a ating with patient groups and investigators; • failure by our CROs, other third parties, or us to adhere to clinical trial requirements; • failure to perform in accordance with the FDA’s or any other regulatory r authority’s good clinical practices, or GCPs, requirements, or applicable EMA or other regulatory r guidelines in other countries; • occurrence of adverse events associated with the product candidate that are viewed to outweigh its potential benefits; • changes in regulatory r requirements and guidance that require amending or subm u itting new clinical protocols; • changes in the standard of care on which a clinical development plan was based, which may require new or additional trials; • the cost of clinical trials of our product candidates being greater than we anticipate; • clinical trials of our product candidates producing negative or inconclusive results, which may result in our deciding, or regulators requiring us, to conduct additional clinical trials or abandon development of such product candidates; • transfer f of manufact f ur t ing processes to larger-scale facilities operated by CMOs or by us, and delays or failure by our CMOs or us to make any necessary r changes to such manufac f turing process; and • delays in manufact f ur t ing, testing, releasing, validating, or importing/exporting sufficient stable quantities of our product candidates for use in clinical trials and for use in regulatory r filings or the inability to do any of the foregoing. Any inability to successful f ly initiate or complete clinical trials could result in additional costs to us or impair our ability to generate revenue. In addition, if we make manufact f ur t ing or formulation changes to our product candidates, we may be required to or we may elect to conduct additional studi t es to bridge our modified product candidates to earlier versions. Clinical trial delays could also shorten any periods during which our products have patent protection and may allow our competitors to bring products to market before we do, which could impair our ability to successful f ly commercialize our product candidates and may harm our business and results of operations.
26 We could also encounter delays if a clinical trial is suspended or terminated by us, by the data safety monitoring board for such trial or by the FDA, EMA or any other regulatory r authority, or if the IRBs of the institutions in which such trials are being conducted suspend or terminate the participation of their clinical investigators and sites subj u ect to their review. Regulatory r authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA, EMA or other regulatory r authorities resulting in the imposition of a clinical hold, unfor f eseen safety issues or adverse side effe f cts, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. We may also face delays if we are unabl a e to reach agreement with the FDA, EMA or other regulatory r authorities regarding CMC matters, including methodologies for, and assessment of,f comparability of manufact f ur t ing procedur d es and lots. Delays in the commencement, conduct or completion of any clinical trial of our product candidates will increase our costs, slow down our product candidate development and approval process and delay or potentially jeopardize our ability to commence product sales and generate revenue. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory r approval of our product candidates. Our product candid d at d es t may a cause undesira i blel side effe f ctst or have othe t r propertie t s that couldl halt theiri clin l ical developm l ent, prevent theiri regu e latory approval,l limiti theiri commercial poten t tial or result in sign i ific f ant negat e iv t e consequences. Adverse events or other undesirabl a e side effe f cts caused by our product candidates could cause us or regulatory r authorities to interrupt r , delay or halt clinical trials and could result in a more restrictive labe a l or the delay or denial of regulatory r approval by the FDA, EMA or other comparable foreign regulatory r authorities. During the conduct of clinical trials, patients report changes in their health, including illnesses, inju n ries, and discomforts, to their study t doctor. Ofte f n, it is not possible to determine whether or not the product candidate being studi t ed caused these conditions. It is possible that as we test our product candidates in larger, longer and more extensive clinical trials, or as use of these product candidates becomes more widespread if they receive regulatory r approval, illnesses, inju n ries, discomforts and other adverse events that were not observed in earlier trials, as well as conditions that did not occur or went undetected in previous trials, will be reported by patients. Many times, side effe f cts are only detectable afte f r investigational products are tested in large-scale Phase 3 clinical trials or, in some cases, afte f r they are made availabl a e to patients on a commercial scale afte f r approval. If additional clinical experience indicates that any of our product candidates has side effe f cts or causes serious or life- f threatening side effe f cts, the development of the product candidate may fail or be delayed, or, if the product candidate has received regulatory r approval, such approval may be revoked, which would severely harm our business, prospects, operating results and financial condition. For example, in the tarcocimab arms of our completed GLEAM AND GLIMMER clinical trials, we observed an unexpected increase in cataracts, which we believe may have contributed meaningfully to the failure of each study t to meet its primary effi f cacy endpoint. Our most advanced product candidate, tarcocimab, is an anti-VEGF biologic that we have studi t ed in wet AMD, DME, NPDR and RVO. KSI-501 is our investigational medicine and is a first-in-class bispecific f antibody conjugate designed to inhibit two mechanisms implicated in retinal diseases: interleukin-6 (IL-6) and vascular endothelial growth factor ("VEGF"). There are some potential side effe f cts associated with intravitreal anti-VEGF therapies such as intraocular hemorrhage, intraocular pressure elevation, retinal detachment, inflammation, vasculitis, artery occlusion or infection inside the eye, progression of cataract, and over-inhibition of VEGF, as well as the potential for potential systemic side effe f cts such as heart attack, stroke, wound healing problems and high blood pressure. Recent trends in the development of anti-VEGF therapies have favored increased molar dosages, as compared to currently marketed treatments. To date these heightened dosages have not exhibited a safety profil f e significantly worse than that of current treatments, as attributable to molar dose. However, anti- VEGF product candidates featur t ing higher molar dosages, including tarcocimab a and KSI-501 may heighten the risk of adverse effe f cts associated with anti-VEGF treatments generally, both in the eye and in the rest of the body. There are risks inherent in the intravitreal inje n ction procedur d e of drugs r like tarcocimab a and KSI-501 which can cause inju n ry to the eye and other complications including conjunctival hemorrhage, punctate keratitis, eye pain, conjunctival hyperemia, intra-ocular inflammation and endophthalmitis. Any additional toxicology signal observed, be it real or perceived, may negatively impact perceptions of utilization of tarcocimab a and KSI-501 in broader populations and impact clinical trial enrollment, regulatory r approval and commercial success.
27 Drug- r related side effe f cts could affe f ct patient recrui r tment, the ability of enrolled patients to complete the study t and/or result in potential product liabi a lity claims. We may not be able to maintain insurance coverage at a reasonabl a e cost or in sufficient amounts to protect us against losses due to liability. A successful f product liabi a lity claim or series of claims brought against us could cause our stock price to decline and, if judgments exceed our insurance coverage, could adversely affe f ct our results of operations and business. In addition, regardless of merit or eventual outcome, product liabi a lity claims may result in impairment of our business reputation, withdrawal of clinical trial participants, costs due to related litigation, distraction of management’s attention from our primary business, initiation of investigations by regulators, subs u tantial monetary awards to patients or other claimants, the inability to commercialize our product candidates and decreased demand for our product candidates, if approved for commercial sale. Additionally, if one or more of our product candidates receives marketing approval, and we or others later identify undesirabl a e side effe f cts or adverse events caused by such products, a number of potentially significant negative consequences could result, including but not limited to: • regulatory r authorities may withdraw approvals of such product; • regulatory r authorities may require additional warnings on the labe a l; • we may be required to change the way the product is administered or conduct additional clinical trials or post- approval studi t es; • we may be required to create a REMS plan, which could include a medication guide outlining the risks of such side effe f cts for distribution to patients, a communication plan for healthcare providers and/or other elements to assure safe use; • we could be sued and held liabl a e for harm caused to patients; and • our reputation may suffer. Any of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and could significantly harm our business, results of operations, and prospects. We may a encounter t diffi i culties enrolling patie t ntst in our clin l ical trials,s and our clin l ical developm l ent activitie t s couldl thereby b be delayed a or othe t rwise adverse r ly affe f cted t .d The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the trial until its conclusion. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons, including: • the size and nature of the patient population; • the patient eligibility criteria defined in the protocol, including certain highly-specific f criteria related to stage of disease progression, which may limit the patient populations eligible for our clinical trials to a greater extent than competing clinical trials for the same indication that do not have such patient eligibility criteria; • the size of the study t population required for analysis of the trial’s primary r endpoints; • the proximity of patients to a trial site; • the effe f cts of health epidemics, including the resulting shelter-in-place, travel or similar restrictions; • the design of the trial; • new safety events may cause physicians to decrease patient enrollment in our current or planned studi t es; • our ability to recrui r t clinical trial investigators with the appropriate competencies and experience; • competing clinical trials for similar therapies or targeting patient populations meeting our patient eligibility criteria; • clinicians’ and patients’ perceptions as to the potential advantages and side effe f cts of the product candidate being studi t ed in relation to other availabl a e therapies and product candidates; • our ability to obtain and maintain patient consents; and • the risk that patients enrolled in clinical trials will not complete such trials, for any reason.
28 Our inability to enroll a sufficient number of patients for our clinical trials could result in significant delays or may require us to abandon one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increased development costs for our product candidates, delay or halt the development of and approval processes for our product candidates and jeopardize our ability to commence sales of and generate revenues from our product candidates, which may harm our business and results of operation. Our clin l ical trials may a fail to demonstratet substantia t l evidence of the durabili i ty i ,y effi f cacy and safe a ty of our product candid d at d es t ,s which wouldl prevent,t delay a or limiti the scope of regu e latory approval and commercializ l atio t n. Before obtaining regulatory r approvals for the commercial sale of any of our product candidates, we must demonstrate through lengthy, complex and expensive preclinical studi t es and clinical trials that our product candidates are both safe and effe f ctive for use in each target indication. For those product candidates that are subj u ect to regulation as biological drug r products, we will need to demonstrate that they are safe, pure, and potent for use in their target indications. Each product candidate must demonstrate an adequate risk versus benefit profil f e in its intended patient population and for its intended use. This is especially true r for anti-VEGF biologic agents, where Lucentis, Eylea and Avastin are establ a ished products with accepted safety profil f es. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results of preclinical studi t es of our product candidates may not be predictive of the results of early-stage or later-stage clinical trials, and results of early clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. The results of clinical trials in one set of patients or disease indications may not be predictive of those obtained in another. In some instances, there can be significant variability in safety, effi f cacy or durability results between different clinical trials of the same product candidate due to numerous factors, including changes in trial procedur d es set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the dosing regimen and other clinical trial protocols and the rate of dropout among clinical trial participants. Product candidates in later stages of clinical trials may fail to show the desired safety, effi f cacy and durability profile f despite having progressed through preclinical studi t es and initial clinical trials. A number of companies in the biopharmaceutical industry r have suffer f ed significant setbacks in advanced clinical trials due to lack of effi f cacy or unacceptabl a e safety issues, notwithstanding promising results in earlier trials. For example, in our Phase 2b/3 clinical trial evaluating the effi f cacy, durability and safety of tarcocimab a in treatment-naïve subj u ects with neovascular wet AMD and in our Phase 3 GLEAM and GLIMMER studi t es, tarcocimab a did not meet the primary r effi f cacy endpoint of showing non-inferior visual acuity gains. Most product candidates that begin clinical trials are never approved by regulatory r authorities for commercialization. We may be unabl a e to design and execute clinical trials that suppor u t marketing approval. We cannot be certain that our planned clinical trials or any other future clinical trials will be successful f . Additionally, any safety concerns observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory r approval of our product candidates in those and other indications, which could have a material adverse effe f ct on our business, financial condition and results of operations. In addition, even if such clinical trials are successful f ly completed, we cannot guarantee that the FDA or foreign regulatory r authorities will interpret the results as we do, and more trials or trials of a different design could be required before we subm u it our product candidates for approval. To the extent that the results of trials are not satisfactory r to the FDA or foreign regulatory r authorities for suppor u t of a marketing application, we may be required to expend significant resources, which may not be availabl a e to us, to conduct additional trials in suppor u t of potential approval of our product candidates. Even if regulatory r approval is secured for any of our product candidates, the terms of such approval may limit the scope and use of our product candidate, which may also limit its commercial potential. Even if trial results are successful f at the primary r endpoint, clinical trial results may be different or worse in the extended treatment periods following the primary endpoint, and such data may negatively impact perceptions by regulatory r authorities, the clinical community or commercial payors of the benefits of our product candidates. We may a not be successful f in our effo f rtst to contin t ue to create a pipe i line i of pr f oduct candid d at d es t or to develop o commercially successful f products. t If we fail to successful f ly l iden d tify i and develop l additi i onal product candid d at d es t ,s our commercial opportunity i may a be limited t .d Our research methodology may be unsuccessful in identifyi f ng potential product candidates, or our potential product candidates may be shown to have harmful side effe f cts or may have other characteristics that may make them unmarketabl a e or unlikely to receive marketing approval. Identifyi f ng, developing, obtaining regulatory r approval and commercializing additional product candidates for the treatment of retinal diseases will require subs u tantial additional funding and is prone to the risks of failure inherent in drug r development. If we are unabl a e to successful f ly identify, f acquire, develop and commercialize additional product candidates, our commercial opportunity may be limited.
29 One of our strategies is to identify and pursue clinical development of product candidates based on our ABC Platform. Our ABC Platform may not produc d e a pipeline of viable product candidates, or our competitors may develop platform technologies that render our ABC Platform obsolete or less attractive. We face sign i ific f ant competit t io t n in an enviro i nment of rapi a d technologi o cal and scientif t ic f change,e and there is a possibili i ty i that our competito t rs may a retain theiri market share with i existing i drugs, g or achieve regu e latory approval befo e re us or develop l therapies that are safe a r, more advanced or more effe f ctiv t e than ours,s which may a negat e iv t elyl impact our abilit i yt to successful f ly l market or commercializ l e any n product candid d at d es t we may a develop l and ulti l ma i tely harm our fina i ncial conditio d n. The development and commercialization of new drug r products is highly competitive. We may face competition with respect to any product candidates that we seek to develop or commercialize in the future from majo a r pharmaceutical companies, specialty pharmaceutical companies, and biotechnology companies worldwide. Potential competitors also include academic institut t ions, government agencies, and other public and private research organizations that conduct research, seek patent protection, and establ a ish collaborative arrangements for research, development, manufact f ur t ing, and commercialization. There are a number of large pharmaceutical and biotechnology companies that are currently pursuing the development of products for the treatment of the retinal diseases for which we have product candidates. Certain of our competitors have commercially approved products for the treatment of retinal diseases that we are pursuing or may pursue in the future, including Roche, Regeneron and Novartis for the treatment of wet AMD, DME, DR and RVO. These drugs r are well establ a ished therapies and are widely accepted by physicians, patients and third-party payors, which may make it difficult to educ d ate these parties on the benefits of switching to any product candidates developed by us. Companies that we are aware are developing and / or commercializing therapeutics in the retinal disease area include large companies with significant financial resources, such as Roche, Novartis, Bayer and Regeneron, AbbVie, Boehringer Ingelheim, Amgen, Johnson & Johnson, and Samsung Bioepis. In addition to competition from other companies targeting retinal indications, any products we may develop may also face competition from other types of therapies, such as gene-editing therapies and drug r delivery devices. Two Lucentis biosimilars were approved in the United States in 2022, and their approval may impact market dynamics and payor policies negatively for our product candidates. Roche’s product, Vabys a mo (faricimab) a received FDA approval for the treatment of wet AMD and DME in January 2022 and received FDA approval for RVO in October 2023. Vabys a mo has gained rapi a d adoption since launch, and we believe it will become an important product in the marketpl t ace. Regeneron’s product, Eylea HD (high dose aflib f ercept) gained FDA approval for the treatment of wet AMD, DME and DR in August 2023. We believe it will become an important therapy in the marketpl t ace given Regeneron’s incumbent position in retinal diseases. Even if our product candidates present a compelling clinical profil f e, we may not be able to market our product candidates as effe f ctively as our competitors. For example, entrenched franchises may seek to impede adoption of our product candidates through significant discounts or rebates. Many of our current or potential competitors, either alone or with their strategic partners, have significantly greater fin f ancial resources and expertise in research and development, manufact f ur t ing, preclinical testing, conducting clinical trials, obtaining regulatory r approvals, and marketing approved products than we do. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and establ a ished companies. These competitors also compete with us in recrui r ting and retaining qualifie f d scientific f and management personnel and establ a ishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary r to, or necessary for, our product candidates. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effe f ctive, have fewer or less severe side effe f cts, are more convenient, or are less expensive than any products that we may develop. Furthermore, currently approved products could be discovered to have application for treatment of retinal disease indications, which could give such products significant regulatory r and market timing advantages over any of our product candidates. Our competitors also may obtain FDA, EMA or other regulatory r approval for their products more rapi a dly than we may obtain approval for ours. Additionally, products or technologies developed by our competitors may render our potential product candidates uneconomical or obsolete, and we may not be successful in marketing any product candidates we may develop against competitors. In addition, we could face litigation or other proceedings with respect to the scope, ownership, validity and/or enforceabi a lity of our patents relating to our competitors’ products and our competitors may allege that our products infringe, misappropriate or otherwise violate their intellectua t l property. For more information regarding potential disputes concerning intellectua t l property, see the subs u ection of this Annual Report on Form 10-K titled “Risks Related to Our Intellectua t l Property.”
30 The manufac f ture of our product candid d at d es t is high i ly complex e and requires substantia t l lead time to produce.e Manufact f ur t ing our product candidates involves complex processes, including developing cells or cell systems to produce the biologic, growing large quantities of such cells, and harvesting and purifyi f ng the biologic produced by them. These processes require specialized facilities, highly specific raw materials and other production constraints. As a result, the cost to manufact f ur t e a biologic is generally far higher than traditional small molecule chemical compounds, and the biologics manufac f turing process is less reliabl a e and is difficult to reproduc d e. Because of the complex nature of our products, we need to oversee the manufact f ur t e of multiple components that require a diverse knowledge base and specialized personnel. Commercial manufac f turing scale-up timelines may be negatively affe f cted by material shortages, construc r tion delays and suppl u y chain challenges due to, among other factors, global suppl u y chain shortages due to health epidemics, on-going geopolitical conflic f ts, global macroeconomic conditions, bank failures or other reasons. Moreover, unlike chemical pharmaceuticals, the physical and chemical properties of a biologic such as our product candidates generally cannot be adequately characterized prior to manufac f turing the final product. As a result, an assay of the finished product is not sufficient to ensure that the product will perform in the intended manner. Accordingly, we expect to employ multiple steps to attempt to control our manufact f ur t ing process to assure that the process works, and the product or product candidate is made strictly and consistently in compliance with the process. Manufact f ur t ing biologics is highly susceptible to product loss due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, improper storage or transfer f , inconsistency in yields and variability in product characteristics. Even minor deviations from normal manufact f ur t ing, distribution or storage processes could result in reduced production yields, product defects and other suppl u y disrupt r ions. Some of the raw materials required in our manufac f turing process are derived from biological sources. Such raw materials are difficult to procure and may also be subj u ect to contamination or recall. A material shortage, contamination, recall or restriction on the use of biologically derived subs u tances in the manufactur t e of our product candidates could adversely impact or disrupt r commercialization. Produc d tion of additional drug r subs u tance and drug r product for any of our product candidates may require subs u tantial lead time. In the event of significant product loss and materials shortages, we may be unabl a e to produce adequate amounts of our product candidates or products for our operational needs. Further, as product candidates are developed through preclinical studi t es to late-stage clinical trials towards approval and commercialization, it is common that various aspects of the development program, such as manufact f ur t ing methods, are altered along the way in an effo f rt to optimize processes and results. Such changes carry r the risk that they will not achieve these intended objectives, and any of these changes could cause our product candidates to perform differently and affe f ct the results of planned clinical trials or other future clinical trials. We rely on third parties for raw materials needed for manufac f turing our product candidates. We may not be able to obtain adequate amounts in the future. These challenges are magnified by the international nature of our suppl u y chain, which, for tarcocimab a and KSI-501, requires drug r subs u tance and drug r product sourced from single source suppl u iers from China, Japa a n, the United Kingdom, the United States and Switzerland. We have limite i d expe x rience manufac f turing i any n of our product candid d at d es t at a commercial scale. l If we or any n of our third- party manufac f turers encounter t diffi i cultie t s in productio t n, or fail to meet rigor i ouslyl enfo n rced regu e latory stan t dards,s our abili i ty i to provide d suppl u yl of our product candid d at d es t for clin l ical trials,s or our ability i to suppl u yl our productst for patie t nts, t if approved,d couldl be delayed a or stoppe t d, or we may a be unablel to establis l h a commercially viablel cost stru t cture. In order to conduct clinical trials of our product candidates, or suppl u y commercial products, if approved, we will need to manufac f ture them in small and large quantities. Our third-party manufac f turer has made only a limited number of commercial scale lots of tarcocimab based on our ABC Platform. Our manufac f turing partners may be unabl a e to successful f ly increase the manufac f turing capacity for any of our product candidates in a timely or cost-effective manner, or at all. In addition, quality issues may arise during scale-up activities. If our manufact f ur t ing partners are unabl a e to successful f ly scale up the manufact f ur t e of our product candidates in sufficient quality and quantity, the development, testing and clinical trials of our product candidates may be delayed or become infeasible, and regulatory r approval or commercial launch of any resulting product may be delayed or not obtained, which could significantly harm our business. The same risks would apply to any internal manufac f turing facilities, should we in the future decide to build internal manufact f ur t ing capacity.
31 In addition, the manufac f turing process for any products that we may develop is subj u ect to FDA, EMA and foreign regulatory r authority approval processes and continuous oversight. We will need to contract with manufact f ur t ers who can meet all applicable FDA, EMA and foreign regulatory r authority requirements, including complying with current good manufac f turing practices, or cGMPs, on an on-going basis. If we or our third-party manufact f ur t ers are unabl a e to reliably produce products to specifications acceptabl a e to the FDA, EMA or other regulatory r authorities, we may not obtain or maintain the approvals we need to commercialize such products. Even if we obtain regulatory r approval for any of our product candidates, there is no assurance that either we or our CMOs will be able to manufact f ur t e the approved product to specifications acceptable to the FDA, EMA or other regulatory r authorities, to produce it in sufficient quantities to meet the requirements for the potential launch of the product, or to meet potential future demand. For example, our manufact f ur t ers are also engaged in the manufact f ur t ing of vaccines and other therapeutic treatments, and the success of and demand for these vaccines and other therapeutic treatments means we and our programs are competing for scarce manufact f ur t ing resources. We hope to distribute tarcocimab a in a prefille f d syringe early in our commercial rollout. We may not be able to complete our prefill f ed syringe activities in a timely manner, or we may fail technically to design and develop a prefil f led syringe for tarcocimab. a Any of these challenges could delay completion of clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of our product candidate, impair commercialization effo f rts, increase our cost of goods, and have an adverse effe f ct on our business, financial condition, results of operations and growth prospects.
32 Changes in methods d of manufa u cturing or formulat l io t n of pr f oduct candid d at d es t may a result in additio i nal costst or delay. a As product candidates proceed through preclinical studi t es to late-stage clinical trials towards potential approval and commercialization, our manufac f turing methods and formulation of product candidates may be altered in an effo f rt to optimize manufac f turing processes and results. For example, we have recently created a scale-up formulation of tarcocimab a in a manner that we believe may improve manufactur t ability and usability. However, these changes could cause tarcocimab to perform differently and affe f ct the results of on-going clinical trials or other future clinical trials, and we may need to revert to a prior for f mulation and may be unabl a e to recover the manufac f turing costs of the drug r product. In addition, changes to commercial formulations from those studi t ed clinically could also lead regulatory r authorities to delay the approval of our marketing applications until we can demonstrate through additional clinical data that there is comparability in the bioavailabi a lity of the two different formulations, or they may require us to revert to the prior formulation evaluated clinically. This could delay completion of clinical trials, require the repetition of one or more clinical trials, increase clinical trial costs, delay approval of tarcocimab a or any future product candidates and jeopardize our ability to commence sales and generate revenue. Iff in the future,e we are unablel to establis l h sales and marketin t g capabi a litie i s or enter into agreements with i third parties to sell and market any n product candid d at d es t we may a develop, o we may a not be successfu s l in commercializ l ing those product candid d at d es t if and when they are approved.d We do not have a sales or marketing infrastructur t e and have no experience in the sale, marketing or distribution of pharmaceutical products. To achieve commercial success for any approved product for which we retain sales and marketing responsibilities, we must either develop a sales and marketing organization or outsource these functions to third parties. In the future, we may choose to build a focused sales, marketing and commercial suppor u t infrastructur t e to sell, or participate in sales activities with our collaborators for, some of our product candidates if and when they are approved. There are risks involved with both establ a ishing our own commercial capa a bi a lities and entering into arrangements with third parties to perform these services. For example, recrui r ting and training a sales force or reimbursement specialists is expensive and time consuming and could delay any product launch. If the commercial launch of a product candidate for which we recrui r t a sales force and establ a ish marketing and other commercialization capa a bi a lities is delayed or does not occur for any reason, we would have prematur t ely or unnecessarily incurred these commercialization expenses. This may be costly, and our investment would be lost if we cannot retain or reposition our commercialization personnel. Factors that may inhibit our effo f rts to commercialize any approved product on our own include: • our inability to recrui r t and retain adequate numbers of effe f ctive sales, marketing, reimbursement, customer service, medical affa f irs and other suppor u t personnel; • the inability of sales personnel to obtain access to physicians or educ d ate adequate numbers of physicians on the benefits of prescribing any future approved products; • the inability of reimbursement profes f sionals to negotiate arrangements for formulary r access, reimbursement, and other acceptance by payors; • the inability to price our products at a sufficient price point to ensure an adequate and attractive level of profita f bi a lity; • restricted or closed distribution channels that make it difficult to distribute our products to segments of the patient population;
33 • the lack of complementary r products to be offe f red by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and • unfor f eseen costs and expenses associated with creating an independent commercialization organization. If we enter into arrangements with third parties to perform sales, marketing, commercial suppor u t and distribution services, our product revenue or the profit f ability of product revenue may be lower than if we were to market and sell any products we may develop ourselves. In addition, we may not be successful f in entering into arrangements with third parties to commercialize our product candidates or may be unabl a e to do so on terms that are favorable to us. We may have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effe f ctively. If we do not establ a ish commercialization capabilities successful f ly, either on our own or in collaboration with third parties, we will not be successful f in commercializing our product candidates if approved. Even if any n product candid d at d es t we develop l receive marketin t g approval,l they may a fail to achieve the degr e ee of market acceptance by phys h icians,s patie t nts, t health l care payorsr and othe t rs in the medical community i necessary for commercial success. The commercial success of any of our product candidates will depend upon its degree of market acceptance by physicians, patients, third-party payors and others in the medical community. Even if any product candidates we may develop receive marketing approval, they may nonetheless fail to gain suffic f ient market acceptance by physicians, patients, healthcare payors, and others in the medical community. The degree of market acceptance of any product candidates we may develop, if approved for commercial sale, will depend on a number of factors, including: • the effi f cacy and safety of such product candidates as demonstrated in pivotal clinical trials and published in peer- reviewed journals; • the potential and perceived advantages of our product labe a l as compared to alternative treatments; • the ability to offe f r our products for sale at competitive prices; • the ability to offe f r appropriate patient access programs, such as co-pay assistance; • the extent to which physicians recommend our products to their patients; • convenience and ease of dosing and administration compared to alternative treatments; • the clinical indications for which the product candidate is approved by FDA, EMA or other regulatory r agencies; • product labe a ling or product insert requirements of the FDA, EMA or other comparable foreign regulatory r authorities, including any limitations, contraindications or warnings contained in a product’s approved labe a ling; • restrictions on how the product is distributed; • the timing of market introduc d tion of competitive products; • publicity concerning our products or competing products and treatments; • the strength of marketing and distribution suppor u t; • sufficient third-party coverage or reimbursement; and • the prevalence and severity of any side effe f cts. If any product candidates we develop do not achieve an adequate level of acceptance, we may not generate signific f ant product revenue, and we may not become profita f bl a e.
34 Even if we are ablel to commercializ l e any n product candid d at d es t ,s such productst may a become subject to unfav f orablel pricing regu e lations,s third-par - ty reimbursement practices or health l care refo e rm initiativ t es,s which wouldl harm our busine i ss. Drug r pricing and access policies in the United States and internationally may change and negatively impact the commercial viability of our produc d t candidates. Proposed policy changes, including the potential for Medicare to negotiate with drug r manufact f ur t ers under the Inflation Reduction Act of 2022, or the IRA, R may limit our ability to competitively price our product candidates, if approved. Further, commercial insurers may limit patient access to our product candidates, if approved and other branded therapies. The regulations that govern marketing approvals, pricing and reimbursement for new drugs r vary widely from country to country. In the United States, recently enacted legislation may significantly change the approval requirements in ways that could involve additional costs and cause delays in obtaining approvals. Some countries require approval of the sale price of a drug r before it can be marketed. In many countries, the pricing review period begins afte f r marketing or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subj u ect to continuing governmental control even afte f r initial approval is granted. As a result, we might obtain marketing approval for a product in a particular country, but then be subj u ect to price regulations that delay our commercial launch of the product, possibly for lengthy time periods, and negatively impact the revenue we are able to generate from the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates, even if any product candidates we may develop obtain marketing approval. Our ability to successful f ly commercialize any products that we may develop also will depend in part on the extent to which reimbursement for these products and related treatments will be availabl a e from government health administration authorities, private health insurers, and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establ a ish reimbursement levels. A primary r trend in the U.S. healthcare industry r and elsewhere is cost containment. Government authorities and third- party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Government authorities currently impose mandatory discounts for certain patient groups, such as Medicare, Medicaid and Veterans Affa f irs, or VA, hospitals, and may seek to increase such discounts at any time. Future regulation may negatively impact the price of our products, if approved. Increasingly, third-party payors are requiring that drug r companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. We cannot be sure that reimbursement will be availabl a e for any product candidate that we commercialize and, if reimbursement is availabl a e, that the level of reimbursement will be sufficient. Reimbursement may impact the demand for, or the price of,f any product candidate for which we obtain marketing approval. In order to get reimbursement, physicians may need to show that patients have supe u rior treatment outcomes with our products compared to standard of care drugs r , including lower-priced generic versions of standard of care drugs r . If reimbursement is not availabl a e or is availabl a e only at limited levels, we may not be able to successful f ly commercialize any product candidate for which we obtain marketing approval. In the United States, no uniform policy of coverage and reimbursement for products exists among third-party payors and coverage and reimbursement levels for products can differ significantly from payor to payor. As a result, the coverage determination process is ofte f n a time consuming and costly process that may require us to provide scientific f and clinical suppor u t for the use of our products to each payor separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. There may be significant delays in obtaining reimbursement for newly approved drugs r , and coverage may be more limited than the purpos r es for which the medicine is approved by the FDA, EMA or other comparable foreign regulatory r authorities. Moreover, eligibility for reimbursement does not imply that any drug r will be paid for in all cases or at a rate that covers our costs, including research, development, manufact f ur t e, sale, and distribution. Interim reimbursement levels for new drugs r , if applicable, may also not be sufficient to cover our costs and may not be made permanent. Reimbursement rates may vary according to the use of the drug r and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost drugs r and may be incorporated into existing payments for other services. Net prices for drugs r may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs r from countries where they may be sold at lower prices than in the United States. Third-party payors ofte f n rely upon Medicare coverage policy and payment limitations in setting their own reimbursement policies. Further, coverage policies and third-party payor reimbursement rates may change at any time. Therefor f e, even if favorable coverage and reimbursement status t is attained, less favorable coverage policies and reimbursement rates may be implemented in the future. Our inability to promptly obtain and maintain coverage and profita f bl a e payment rates from both government-funded and private payors for any approved products we may develop could have a material adverse effe f ct on our operating results, our ability to raise capital needed to commercialize product candidates, and our overall financial condition.
35 Our product candid d at d es t may a face competiti t on from biologi l cal productst that are biosimilar to or interchangeablel with i our product candid d at d es t sooner than anticipated t .d The Biologics Price Competition and Innovation Act of 2009, or BPCIA, created an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with an FDA-licensed reference biological product. Under the BPCIA, an application for a biosimilar product may not be subm u itted to the FDA until four years following the date that the reference product was first licensed by the FDA. In addition, the approval of a biosimilar product may not be made effe f ctive by the FDA until 12 years from the date on which the reference product was first licensed. During this 12-year period of exclusivity, another company may still market a competing version of the reference product if the FDA approves a full BLA for the competing product containing the sponsor’s own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity and potency of their product. The law is complex and is still being interpreted and implemented by the FDA. As a result, its ultimate impact, implementation and meaning are subj u ect to uncertainty. We believe that any of our product candidates approved as a biological product under a BLA should qualify f for the 12- year period of exclusivity. However, there is a risk that this exclusivity could be shortened due to congressional action or otherwise, or that the FDA will not consider our product candidates to be reference products for competing products, potentially creating the opportunity for generic competition sooner than anticipated. Other aspects of the BPCIA, some of which may impact the BPCIA exclusivity provisions, have also been the subj u ect of recent litigation. Moreover, the extent to which a biosimilar, once approved, will be subs u tituted for any one of our reference products in a way that is similar to traditional generic subs u titution for non-biological products is not yet clear, and will depend on a number of marketpl t ace and regulatory r factors that are still developing. The developm o ent program and timeline i of tarcocimab may a impact our abili i ty i to use the Ursu r s facility i as intended d ,d which couldl result in an excess of capi a ta i l expe x nditu d res. In August 2020, we, together with our wholly owned subs u idiary Kodiak Sciences GmbH, entered into a manufact f ur t ing agreement with Lonza Ltd for the clinical and commercial suppl u y of the Company’s antibody biopolymer conjugate drug r subs u tance, which included a custom-built manufac f turing facility for the potential clinical and commercial suppl u y of tarcocimab, a or the Ursus facility. Fixed assets of $81.7 million, consisting of leasehold improvements and machinery r and equipment, were placed in service and capi a talized as of January 31, 2023. In October 2023, payment was made for the remaining $26.8 million of these fixed assets. In July 2023, we announced a decision to pause further development of tarcocimab, a and then in November 2023, following additional positive clinical trial results, we announced a decision to resume the development of tarcocimab. The development plan, and any further changes thereto, as well as the timeline and success of tarcocimab, a may impact our ability to fully utilize the Ursus facility. We may not realize any benefit from the capi a tal expenditures to date, and we may incur subs u tantial additional expenses and capital expenditures to repurpos r e the Ursus facility for our other product candidates or for use by third parties, any of which may negatively impact our operating results and financial condition. Even if we are successful f utilizing the Ursus facility, our manufact f ur t ing capabilities could be affe f cted by cost-overruns r , additional changes in our development plans, unexpected delays, equipment failures, labor a shortages, natural disasters, power failures and numerous other factors that could prevent us from realizing the intended benefits of our manufact f ur t ing strategy and have a material adverse effe f ct on our business. Any problems in our manufact f ur t ing process or facilities could make us a less attractive collaborator for potential partners, including larger pharmaceutical companies and academic research institut t ions, which could limit our access to additional attractive development programs. If pr f oduct liabili i ty i lawsuits i are brough u t agains i t us,s we may a incur substantia t l liabili i tie i s and may a be required to lil m i iti commercializatio t n of our product candid d at d es t . We face an inherent risk of product liabi a lity as a result of the clinical testing of our product candidates and will face an even greater risk when and if we commercialize any products. For example, we may be sued if our product candidates cause or are perceived to cause inju n ry or are found to be otherwise unsuitabl a e during clinical testing, manufact f ur t ing, marketing or sale. Any such product liabi a lity claims may include allegations of defects in manufact f ur t ing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liabi a lity or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successful f ly defend ourselves against product liability claims, we may incur subs u tantial liabi a lities or be required to limit testing and commercialization of our product candidates. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in: • decreased or interrupt r ed demand for our products; • inju n ry to our reputation; • withdrawal of clinical trial participants and inability to continue clinical trials; • initiation of investigations by regulators;
36 • costs to defend the related litigation; • a diversion of management’s time and our resources; • subs u tantial monetary awards to trial participants or patients; • product recalls, withdrawals or labe a ling, marketing or promotional restrictions; • loss of revenue; • exhaustion of any availabl a e insurance and our capital resources; • the inability to commercialize any product candidate; and • a decline in our share price. Our inability to obtain sufficient product liability insurance at an acceptabl a e cost to protect against potential product liabi a lity claims could prevent or inhibit the commercialization of products we develop, alone or with collaborators. Our insurance policies may have various exclusions, and we may be subj u ect to a product liabi a lity claim for which we have no coverage. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Even if our agreements with any future corporate collabor a ators entitle us to indemnific f ation against losses, such indemnific f ation may not be availabl a e or adequate should any claim arise. Risks Related to Regulatory Approval and Other Legal Compliance Matters The regu e latory approval processes of the FDA, D EMA M and comparablel foreign g regu e latory authorities are lengthy, h time i consuming, and inherently t unpr n edic d table. l If we are ultima l tely unablel to obtai t n i regu e latory approval for our product candid d at d es t ,s we will i be unable to generate product revenue and our busine i ss will i be substantia t llyl harmed.d The time required to obtain approval by the FDA, EMA and comparable foreign regulatory r authorities is unpredictabl a e, typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the type, complexity and novelty of the product candidates involved. In addition, approval policies, regulations or the type and amount of clinical data necessary r to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions, which may cause delays in the approval or the decision not to approve an application. Regulatory r authorities have subs u tantial discretion in the approval process and may refuse to accept any application or may decide that our data are insufficient for approval and require additional preclinical, clinical or other studi t es. We have not subm u itted for or obtained regulatory approval for any product candidate, and it is possible that none of our existing product candidates or any product candidates we may seek to develop in the future will ever obtain regulatory r approval. Applications for our product candidates could fail to receive regulatory r approval for many reasons, including but not limited to the following: • the FDA, EMA or comparable foreign regulatory r authorities may disagree with the design, implementation or results of our clinical trials or the portfol f io of clinical trials planned for subm u ission in our BLA; • the FDA, EMA or comparable foreign regulatory r authorities may determine that our product candidates are not safe and effe f ctive, only moderately effe f ctive or have undesirabl a e or unintended side effe f cts, toxicities or other characteristics that preclude our obtaining marketing approval or prevent or limit commercial use of our products; • the population studi t ed in the clinical program may not be suffic f iently broad or representative to assure effi f cacy and safety in the full population for which we seek approval; • we may be unabl a e to demonstrate to the FDA, EMA or comparable foreign regulatory r authorities that a product candidate’s risk-benefit f ratio for its proposed indication(s), when compared to the standard of care, is acceptabl a e; • the FDA, EMA or comparable foreign regulatory r authorities may disagree with our interpretation of data from preclinical studi t es or clinical trials; • the data collected from clinical trials of our product candidates may not be sufficient to suppor u t the subm u ission of a BLA or other subm u ission or to obtain regulatory r approval in the United States or elsewhere; • study t data may not be positive in all clinical trials demonstrating a mix of positive and negative clinical trial results; • the FDA, EMA or comparable foreign regulatory r authorities may fail to approve the chemistry, r manufactur t ing and controls processes, test procedur d es and specifications, or facilities or third-party manufact f ur t ers with which we contract for clinical and commercial suppl u ies; and
37 • the approval policies or regulations of the FDA, EMA or comparable foreign regulatory r authorities may significantly change in a manner rendering our clinical data insuffic f ient for approval. This lengthy approval process, as well as the unpredictabi a lity of the results of clinical trials, may result in our failing to obtain regulatory r approval to market any of our product candidates, which would significantly harm our business, results of operations, and prospects. We have conducted clin l ical trials for our product candid d at d es t outside d the United t Stat t es t (or the respectiv t e jurisd i ic d tions of othe t r regu e latory authorities), and the FDA D (or EMA M and applic l ablel foreign g regu e latory authoritie t s) may a not accept e datat from such trials. We have conducted one or more of our clinical trials outside the United States, including Europe and other foreign countries. The acceptance of study t data from global clinical trials by the FDA, EMA or applicable foreign regulatory r authority may be subj u ect to certain conditions. In cases where data from foreign clinical trials are intended to serve as the basis for marketing approval in the United States, the FDA will generally not approve the application on the basis of foreign data alone unless (1) the data are applicable to the U.S. population and U.S. medical practice and (2) the trials were performed by clinical investigators of recognized competence and pursuant to GCP regulations. Additionally, the FDA’s clinical trial requirements, including sufficient size of patient populations and statistical powering, must be met. Many foreign regulatory r bodies have similar approval requirements. In addition, such foreign trials would be subj u ect to the applicable local laws of the foreign jurisdictions where the trials are conducted. There can be no assurance that the FDA, EMA or any applicable foreign regulatory r authority will accept data from trials conducted outside of their respective jurisdiction. If the FDA, EMA or any applicable foreign regulatory r authority does not accept such data, it would result in the need for additional trials, which would be costly and time-consuming, would delay aspects of our business plan and which may result in our product candidates not receiving approval or clearance for commercialization in the applicable jurisdiction. Obtaining and maintaining regu e latory approval of our product candid d at d es t in one jurisd i ic d tion does not mean that we will i be successful f in obtai t ni i ng i regu e latory approval of our product candid d at d es t in othe t r jurisd i ic d tions. Obtaining and maintaining regulatory r approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain regulatory approval in any other jurisdiction, but a failure or delay in obtaining regulatory r approval in one jurisdiction may have a negative effe f ct on the regulatory r approval process in others. For example, even if the FDA, EMA or grants marketing approval of a product candidate, we would not be permitted to manufact f ur t e, market or promote the product candidate in other countries unless and until comparable regulatory r authorities in foreign jurisdictions had approved the candidate for use in their countries. Approval procedur d es vary among jurisdictions and can involve requirements and administrative review periods different from those in the United States, including additional preclinical studi t es or clinical trials. There can be no assurance that any clinical trials conducted in one jurisdiction will be accepted by regulatory r authorities in other jurisdictions. Obtaining foreign regulatory approvals and compliance with foreign regulatory r requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. If we or any collaborator we work with fail to comply with the regulatory r requirements in international markets or fail to receive applicable marketing approvals, our target market will be reduced and our ability to realize the full market potential of our product candidates will be harmed. Even if we obtai t n i regu e latory approval for a product candid d at d e, t our productst will i remain subject to extensive regu e latory scrutiny. n If any of our product candidates are approved, they will be subj u ect to on-going regulatory r requirements for manufac f turing, labe a ling, packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studi t es and subm u ission of safety, effi f cacy and other post-market information, including both federal and state requirements in the United States and requirements of comparable foreign regulatory r authorities. Manufact f ur t ers and manufact f ur t ers’ facilities are required to comply with extensive requirements imposed by the FDA, EMA and comparable foreign regulatory r authorities, including ensuring that quality control and manufact f ur t ing procedur d es confor f m to cGMP regulations. As such, we and our contract manufact f ur t ers will be subj u ect to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any BLA or marketing authorization application, or MAA. Accordingly, we and others with whom we work must continue to expend time, money and effo f rt in all areas of regulatory r compliance, including manufactur t ing, production and quality control.
38 Any regulatory r approvals that we receive for our product candidates will be subj u ect to limitations on the approved indicated uses for which the product may be marketed and promoted or to the conditions of approval (including the requirement to implement a REMS), or contain requirements for potentially costly post-marketing testing. We will be required to report certain adverse reactions and production problems, if any, to the FDA, EMA and comparable foreign regulatory r authorities. Any new legislation addressing drug r safety issues could result in delays in product development or commercialization, or increased costs to assure compliance. The FDA and other agencies, including the Department of Justice, closely regulate and monitor the post-approval marketing and promotion of products to ensure that they are manufac f tured, marketed and distributed only for the approved indications and in accordance with the provisions of the approved labe a ling. We will have to comply with requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs r are subj u ect to a variety of legal and regulatory r restrictions and must be consistent with the information in the product’s approved labe a l. As such, we may not promote our products for indications or uses for which they do not have approval. The holder of an approved BLA or MAA must subm u it new or suppl u emental applications and obtain approval for certain changes to the approved product, product labe a ling or manufact f ur t ing process. We could also be asked to conduct post-marketing clinical trials to verify the safety and effi f cacy of our products in general or in specific patient subs u ets. If original marketing approval was obtained via the accelerated approval pathway, we could be required to conduct a successful f post-marketing clinical trial to confir f m clinical benefit for our products. An unsuccessful f post-marketing study t or failure to complete such a study t could result in the withdrawal of marketing approval. If a regulatory r agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufact f ur t ed, or disagrees with the promotion, marketing or labe a ling of a product, such regulatory r agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If we fail to comply with applicable regulatory r requirements, a regulatory r agency or enforcement authority may, among other things: • issue warning letters that would result in adverse publicity; • impose civil or criminal penalties; • suspend or withdraw regulatory approvals; • suspend any of our on-going clinical trials; • refuse to approve pending applications or suppl u ements to approved applications subm u itted by us; • impose restrictions on our operations, including closing our contract manufact f ur t ers’ facilities; • seize or detain products; or • require a product recall. Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. Any failure to comply with on-going regulatory r requirements may significantly and adversely affe f ct our ability to commercialize and generate revenue from our products. If regulatory r sanctions are applied or if regulatory r approval is withdrawn, the value of our company and our operating results will be adversely affe f cted. Health l care legi e sl i at l iv t e measures aime i d at reducing i health l care costst may a have a material adverse r effe f ct on our busine i ss and results of operations. Third-party payors, whether domestic or foreign, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs. In both the United States and certain international jurisdictions, there have been a number of legislative and regulatory r changes to the health care system that could impact our ability to sell our products profit f ably. In particular, in 2010, the Patient Protection and Affo f rdable Care Act, as amended by the Health Care and Educ d ation Reconciliation Act, or collectively the ACA, was enacted, which, among other things, subj u ected biologic products to potential competition by lower-cost biosimilars, addressed a methodology by which rebates owed by manufac f turers under the Medicaid Drug r Rebate Program are calculated for drugs r that are inhaled, infused, instilled, implanted or inje n cted, increased the minimum Medicaid rebates owed by most manufact f ur t ers under the Medicaid Drug r Rebate Program, extended the Medicaid Drug r Rebate Program to utilization of prescriptions of individuals enrolled in Medicaid managed care organizations, subj u ected manufactur t ers to annual fees and taxes for certain branded prescription drugs r , and provided incentives to programs that increase the federal government’s comparative effe f ctiveness research.
39 Since the ACA’s enactment, there have been numerous challenges to the ACA. For example, President Trum r p signed several Executive Orders and other directives designed to delay the implementation of certain provisions of the ACA. Concurrently, Congress considered legislation that would repeal or repeal and replace all or part of the ACA. While Congress has not passed comprehensive repeal legislation, it has enacted laws that modify certain provisions of the ACA such as removing penalties, starting January r 1, 2019, for not complying with the ACA’s individual mandate to carry health insurance and delaying the implementation of certain ACA-mandated fees. On June 17, 2021, the U.S. Supr u eme Court dismissed a challenge on procedur d al grounds that argued that the ACA is unconstitutional in its entirety because the individual mandate was repealed by Congress. Further, prior to the U.S. Supr u eme Court ruling, on January 28, 2021, President Biden issued an executive order that initiated a special enrollment period for purpos r es of obtaining health insurance coverage through the ACA marketpl t ace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is possible that the ACA will be subj u ect to judicial or Congressional challenges in the future. Further, on August 16, 2022, President Biden signed the IRA R into law, which among other things, extends enhanced subs u idies for individuals purchasing health insurance coverage in ACA marketpl t aces through plan year 2025. The IRA R also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary r maximum out-of-pocket cost through a newly establ a ished manufact f ur t er discount program. It is unclear how any such challenges and any additional healthcare reform measures of the Biden administration will impact the ACA and our business. In addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. In August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unabl a e to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers of 2% per fiscal year, which went into effe f ct in 2013, and due to subs u equent legislative amendments to the statut t e, including the Infrastructure Investment and Jobs Act and Consolidated Appropriations Act of 2023, will remain in effe f ct until 2032 unless additional Congressional action is taken. The American Taxpayer Relief Act of 2012 further reduced Medicare payments to several providers, including hospitals and cancer treatment centers, and increased the statut t e of limitations period for the government to recover overpayments to providers from three to five years. Further, on March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 into law, which eliminates the statut t ory r Medicaid drug r rebate cap for single source and innovator multiple source drugs r , beginning January 1, 2024. There have been, and likely will continue to be, legislative and regulatory r proposals at the foreign, federal and state levels directed at containing or lowering the cost of healthcare. We cannot predict the initiatives that may be adopted in the future. The continuing effo f rts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare and/or impose price controls may adversely affe f ct: • the demand for our product candidates, if we obtain regulatory r approval; • our ability to receive or set a price that we believe is fair for our products; • our ability to generate revenue and achieve or maintain profit f ability; • the level of taxes that we are required to pay; and • the availabi a lity of capital.
40 Moreover, there has been heightened governmental scrutiny in the United States of pharmaceutical pricing practices in light of the rising cost of prescription drugs r and biologics. Such scrutiny has resulted in several recent congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufac f turer patient programs, and reform government program reimbursement methodologies. At the federal level, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs r . In response to Biden’s executive order, on September 9, 2021, the U.S. Department of Health and Human Services, or HHS released a Comprehensive Plan for Addressing High Drug r Prices that outlines principles for drug r pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. In addition, the IRA, R among other things, (i) directs HHS to negotiate the price of certain high-expenditure, single-source drugs r and biologics covered under Medicare, and subj u ect drug r manufact f ur t ers to civil monetary penalties and a potential excise tax by offe f ring a price that is not equal to or less than the negotiated “maximum fair price” for such drugs r and biologics under the law, and (ii) imposes rebates with respect to certain drugs r and biologics covered under Medicare Part B or Medicare Part D to penalize price increases that outpa t ce inflation. The IRA R permits HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and update guidance as these programs are implemented. These provisions take effe f ct progressively starting in fiscal year 2023. On August 29, 2023, HHS announced the list of the first ten drugs r that will be subj u ect to price negotiations, although the Medicare drug r price negotiation program is currently subj u ect to legal challenges. It is currently unclear how the IRA R will be implemented but is likely to have a significant impact on the pharmaceutical industry. r In response to the Biden administration’s October 2022 executive order, on Februa r ry 14, 2023, HHS released a report outlining three new models for testing by the Center for Medicare and Medicaid Innovation which will be evaluated on their ability to lower the cost of drugs r , promote accessibility, and improve quality of care. It is unclear whether the models will be utilized in any health reform measures in the future. Further, on December 7, 2023, the Biden administration announced an initiative to control the price of prescription drugs r through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the National Institute of Standards and Technology published for comment a Draftf Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework. At the state level, legislatur t es have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to import certain drugs r from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which drugs r will be chosen, and whether it will be subj u ect to legal challenges in the United States or Canada. Other states have also subm u itted SIP proposals that are pending review by the FDA. We expect that the ACA, the IRA, R as well as other healthcare reform measures that may be adopted in the future, may result in additional reductions in Medicare and other healthcare funding, more rigorous coverage criteria, lower reimbursement and new payment methodologies. This could lower the price that we receive for any approved product. Any denial in coverage or reduction in reimbursement from Medicare or other government-funded programs may result in a similar denial or reduction in payments from private payors, which may prevent us from being able to generate sufficient revenue, attain profita f bi a lity or commercialize our product candidates, if approved.
41 Our empl m oy l ees,s indepe e nden d t contra t ctor t s, r consulta l nts, t commercial partnersr and vendorsr may a engage in misc i onduct or othe t r imprope o r activitie i s, includin d g noncompl m ia l nce with i regu e latory stan t dards and requirements or insider trading i violat l io t ns,s which couldl sign i ific f antlyl harm our busine i ss. We are exposed to the risk of fraud, misconduct or other illegal activity by our employees, independent contractors, consultants, commercial partners and vendors. Misconduct by these parties could include intentional, reckless and negligent conduct that fails to: comply with the laws of the FDA, EMA and other comparable foreign regulatory r authorities; provide true r , complete and accurate information to the FDA, EMA and other comparable foreign regulatory r authorities; comply with manufac f turing standards we have establ a ished; comply with healthcare fraud and abuse laws in the United States and similar for f eign fraudulent misconduct laws; or report financial information or data accurately or to disclose unauthorized activities to us. If we obtain FDA approval of any of our product candidates and begin commercializing those products in the United States, our potential exposure under such laws will increase signific f antly, and our costs associated with compliance with such laws are also likely to increase. In particular, research, sales, marketing, educ d ation and other business arrangements in the healthcare industry r are subj u ect to extensive laws designed to prevent fraud, kickba k cks, self-d f ealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, educ d ating, marketing and promotion, sales and commission, certain customer incentive programs and other business arrangements generally. Activities subj u ect to these laws also involve the improper use of information obtained in the course of patient recrui r tment for clinical trials, which could result in regulatory sanctions and cause serious harm to our reputation. Employee misconduct could also involve the improper use of,f including improper trading based upon, information obtained in the course of clinical studi t es, which could result in regulatory sanctions and serious harm to our reputation. We have adopted a code of business conduct and ethics that applies to all our employees, including management, and our directors. However, it is not always possible to identify f and deter misconduct by employees and third parties, and the precautions we take to detect and prevent this activity may not be effe f ctive in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws. If any such actions are institut t ed against us, and we are not successful f in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.
42 If we fail to comply with i health l care laws,s we couldl face substantia t l penaltie t s and our busine i ss, operations and fina i ncial conditi d ons couldl be adverse r ly affe f cted t .d Our current and future arrangements with healthcare providers, third-party payors, customers, and others may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations, which may constrain the business or financial arrangements and relationships through which we research, as well as, sell, market and distribute any products for which we obtain marketing approval. The laws that may impact our operations include: • the federal Anti-Kickba k ck Statut t e, which prohibits, among other things, persons and entities from knowingly and willful f ly soliciting, receiving, offe f ring or paying any remuneration (including any kickba k ck, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the statut t e or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statut t e constitutes a false or fraudulent claim for purpos r es of the False Claims Act; • federal civil and criminal false claims laws, including the False Claims Act, which can be enforced by private citizens on behalf of the government through civil whistleblower or qui tam actions, and civil monetary penalty laws, which impose criminal and civil penalties against individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid or other third-party payors that are false or fraudulent or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government; • the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statut t es that prohibit knowingly and willful f ly executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of,f any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willful f ly falsifyi f ng, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery r of,f or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti- Kickba k ck Statut t e, a person or entity does not need to have actua t l knowledge of these statut t es or specific f intent to violate them in order to have committed a violation; • HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose requirements on certain covered healthcare providers, health plans and healthcare clearinghouses and their respective business associates and their subc u ontractors that perform services for them that involve the use, or disclosure of,f individually identifiable health information as well as their covered subc u ontractors, relating to the privacy, security and transmission of individually identifiable health information; • the federal Physician Payments Sunshine Act, created under the ACA, and its implementing regulations, which require manufact f ur t ers of drugs r , devices, biologicals and medical suppl u ies for which payment is availabl a e under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the CMS under the Open Payments Program, information related to payments or other transfer f s of value made to physicians (defin f ed to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare profes f sionals (such as physician assistant and nurse practitioners), and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; • federal consumer protection and unfai f r competition laws, which broadly regulate marketpl t ace activities and activities that potentially harm consumers; and
43 • analogous state and foreign laws and regulations, such as state and foreign anti-kickback, false claims, consumer protection and unfai f r competition laws which may apply to pharmaceutical business practices, including but not limited to, research, distribution, sales and marketing arrangements as well as subm u itting claims involving healthcare items or services reimbursed by any third-party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’ r s voluntary r compliance guidelines and the relevant compliance guidance promulgated by the federal government that otherwise restricts payments that may be made to healthcare providers and other potential referral sources; state laws that require drug r manufac f turers to file reports with states regarding pricing and marketing information, such as the tracking and reporting of gifts, compensations and other remuneration and items of value provided to healthcare profes f sionals and entities; state and local laws that require the registration of pharmaceutical sales representatives; and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effe f ct, thus complicating compliance effort f s. Because of the breadth of these laws and the narrowness of the statut t ory r exceptions and safe harbors availabl a e, it is possible that some of our business activities could, despite our effo f rts to comply, be subj u ect to challenge under one or more of such laws. Effo f rts to ensure that our business arrangements will comply with applicable healthcare laws may involve subs u tantial costs. It is possible that governmental and enforcement authorities will conclude that our business practices may not comply with current or future statut t es, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against us, and we are not successful f in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal and administrative penalties, damages, disgorgement, monetary fines, imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractua t l damages, reputational harm, diminished profit f s and future earnings and curtailment of our operations, any of which could adversely affe f ct our ability to operate our business and our results of operations. In addition, the approval and commercialization of any of our product candidates outside the United States will also likely subj u ect us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws. We are subject to stri t ng i ent and evolvi l ng i oblig l atio t ns related to datat privacy c and security i .y These oblig l atio t ns include d U.S. and foreign g laws,s regu e lations and rules; contra t ctual oblig l atio t ns; industry t stan t dards; and polic l ies. Our actual or perceived failure to comply with i such oblig l atio t ns couldl lead to regu e latory investig t atio t ns and actions; litigatio t n (inc i luding i clas l s clai l ms i )s and arbitr i atio t n; fine i s and penaltie t s; disru i pt u io t ns of our busine i ss operations; repu e tational harm; loss of revenue and profits f ; loss of sales; and othe t r adverse r busine i ss consequences. In the ordinary course of business, we collect, receive, store, process, generate, use, transfer f , disclose, make accessible, protect, secure, dispose of,f transmit, and share (commonly known as processing) personal data and other sensitive information, including proprietary and confid f ential business data, trade secrets, intellectua t l property, data we collect about trial participants in connection with clinical trials, and sensitive third-party data. Our data processing activities subj u ect us to numerous data privacy and security obligations such as various provincial, state, national, and foreign laws and regulations, as well as policies, contracts and other obligations. Data privacy and security laws and regulations are evolving and may result in ever- increasing regulatory r and public scrutiny and escalating levels of enforcement and sanctions. In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notific f ation laws, personal data privacy laws, consumer protection laws and other similar laws. In the past few years, numerous U.S. states — including California, Colorado, Connecticut, Utah and Virginia — have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affo f rding residents with certain rights concerning their personal data. As applicable, such rights may include, in relation to their personal data, the right to access, correct, delete and opt-out of certain data processing activities (such as targeted advertising, profil f ing and automated decision-making). The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. Certain of these state laws allow for statut t ory r fines for noncompliance. For example, the California Consumer Privacy Act (the CCPA) provides for civil penalties for violations (up u to $7,500 per violation) and a private right of action for certain data breaches(which could lead to the recovery of significant statut t ory r damages). Although these laws may exempt some data processed in the context of clinical trials, these laws increase compliance costs and potential liabi a lity in the general data processing industry. r Similar laws are being considered in other states as well as at the federal and local levels. We expect more laws to apply to our data processing activities. These laws will further complicate our compliance effo f rts and increase our legal risks and compliance costs (including of third parties upon whom we rely).
44 Outside the United States, an increasing number of laws, regulations, and industry r standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation, or EU GDPR, and the United Kingdom’s GDPR, or UK GDPR, impose strict requirements for processing personal data. Violators of these laws face significant penalties. For example, government regulators may impose temporary r or definitive bans on data processing, as well as fines of up to 20 million Euros (under the EU GDPR) or 17.5 million pounds sterling (under the UK GDPR), or 4% of annual global revenue, whichever is greater, under either law. Further, the EU and UK GDPR also provide for private litigation related to the processing of personal data that can be brought by classes of data subj u ects or consumer protection organizations authorized at law to represent the data subj u ects’ interests. In addition, we may be unabl a e to transfer f personal data from Europe and other jurisdictions to the United States or other countries due to data localization requirements or limitations on cross-border data transfer f s. Although there are various mechanisms (such as the European Economic Area standard contractua t l clauses, the UK’s International Data Transfer f Agreement/Addendum, and the EU-U.S. Data Privacy Framework and the UK extension), that may be used in some cases to lawful f ly transfer f personal data to the United States or other countries, these mechanisms are subj u ect to legal challenges and may not be availabl a e to us. An inability or material limitation on our ability to transfer f personal data to the United States or other countries could materially impact our business operations. If we cannot implement a valid compliance mechanism for cross-border data transfer f s, we may face increased exposure to regulatory r actions, subs u tantial fines, and inju n nctions against processing or transfer f ring personal data from Europe and other foreign jurisdictions. The inability to import personal data to the United States could significantly and negatively impact our business operations by limiting our ability to conduct clinical trial activities in Europe and elsewhere; limiting our ability to collabor a ate with parties that are subj u ect to such cross-border data transfer f or localization laws; or requiring us to increase our personal data processing capa a bi a lities and infrastructur t e in foreign jurisdictions at significant expense. Additionally, entities that transfer f personal data across borders are subj u ect to increased regulator, individual and activist group scrutiny. Some European regulators have ordered certain companies to suspend or permanently cease certain data transfer f s out of Europe for allegedly violating the GDPR’s cross-border data transfer f requirements. We are also bound by contractua t l obligations related to data privacy and security, and our effo f rts to comply with such obligations may not be successful f . We also publish privacy policies and other statements regarding data privacy and security. If these policies or statements are found to be deficient, lacking in transparency, deceptive, unfai f r or misrepresentative of our practices, we may be subj u ect to investigation, enforcement actions and other adverse consequences. Obligations related to data privacy and security (and individuals’ data privacy and security expectations) are quickly changing, becoming increasingly stringent and creating uncertainty. Additionally, these obligations may be subj u ect to differing applications and interpretations which may be inconsistent or conflic f t among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems and practices and to those of any third parties that process personal data on our behalf.f In addition, these obligations may require us to change our business model. We may at times fail (or be perceived to have failed) in our effo f rts to comply with our data privacy and security obligations. Moreover, despite our effo f rts, our personnel or third parties upon whom we rely may fail to comply with such obligations which could negatively impact our business. If we or any third party on which we rely fail or are perceived to have failed to address or comply with applicable obligations relating to data privacy and security, we could face significant consequences including but not limited to: regulatory r fines and bans on processing personal data; investigations and enforcement actions, penalties and other liabi a lities, litigation (including class action claims and mass arbi r tration demands); additional reporting requirements and/or oversight; orders to destroy or not use personal data; interrupt u ions to our development process; and damage to our reputation, any of which could materially affe f ct our business, financial condition, results of operations and growth prospects. If we or any n contra t ct manufa u cturersr and supp u liersr we engage fail to comply with i enviro i nmental, health l , and safe a ty laws and regu e lations,s we couldl become subject to fine i s or penalties or incur costst that couldl have a material adverse r effe f ct on the success of our busine i ss. We and any contract manufactur t ers and suppl u iers we engage are subj u ect to numerous federal, state and local environmental, health, and safety laws, regulations, and permitting requirements, including those governing labor a atory r procedur d es; the generation, handling, use, storage, treatment and disposal of hazardous and regulated materials and wastes; the emission and discharge of hazardous materials into the ground, air and water; and employee health and safety. Our operations involve the use of hazardous and flammabl a e materials, including chemicals and biological and radioactive materials. Our operations also produce hazardous waste. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or inju n ry from these materials. In the event of contamination or inju n ry resulting from our use of hazardous materials, we could be held liabl a e for any resulting damages, and any liability could exceed our resources. Under certain environmental laws, we could be held responsible for costs relating to any contamination at our current or past facilities and at third-party facilities. We also could incur significant costs associated with civil or criminal fines and penalties.
45 Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our research, product development and manufact f ur t ing effo f rts. In addition, we cannot entirely eliminate the risk of accidental inju n ry or contamination from these materials or wastes. Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to inju n ries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabi a lities. We do not carry specific biological or hazardous waste insurance coverage, and our property, casualty, and general liabi a lity insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the event of contamination or inju n ry, we could be held liabl a e for damages or be penalized with fines in an amount exceeding our resources, and our clinical trials or regulatory r approvals could be suspended, which could have a material adverse effe f ct on our business, financial condition, results of operations, and prospects. Our busine i ss activities may a be subject to the Foreign g Corrupt u Practices Act, or FCPA, P and simila i r anti-bribery r and anti- corrupt u io t n laws. Our business activities may be subj u ect to the FCPA and similar anti-bribery r or anti-corrupt u ion laws, regulations or rules of other countries in which we operate or may operate in the future, including the UK Bribery r Act. The FCPA generally prohibits offe f ring, promising, giving or authorizing others to give anything of value, either directly or indirectly, to a non-U.S. government offi f cial in order to influence offi f cial action, or otherwise obtain or retain business. The FCPA also requires public companies to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. Our business is heavily regulated and therefor f e involves significant interaction with public offi f cials, including offi f cials of non-U.S. governments. Additionally, in many other countries, the health care providers who prescribe pharmaceuticals are employed by their government, and the purchasers of pharmaceuticals are government entities; therefor f e, our dealings with these prescribers and purchasers are subj u ect to regulation under the FCPA. Recently the SEC and Department of Justice have increased their FCPA enforcement activities with respect to biotechnology and pharmaceutical companies. There can be no assurance that all of our employees, agents, contractors or collabor a ators, or those of our affi f liates, will comply with all applicable laws and regulations, particularly given the high level of complexity of these laws. Violations of these laws and regulations could result in fines, criminal sanctions against us, our offi f cers, or our employees, the closing down of our facilities, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to offe f r our products in one or more countries and could materially damage our reputation, our brand, our ability to attract and retain employees, and our business, prospects, operating results, and financial condition. Risks Related to Our Reliance on Third Parties We expe x ct to rely on third parties to conduct many aspe s ctst of our clin l ical trials and some aspe s ctst of our research and preclin l ical testin t g, and those third parties may a not perfor f m r satisf i ac f torily i ,y includin d g failin l g to meet deadlin l es for the completion of such trials,s research or testin t g. We currently rely and expect to continue to rely on third parties, such as CROs, clinical data management organizations, medical institut t ions and clinical investigators, to conduct some aspects of our research, preclinical testing and clinical trials. Any of these third parties may terminate their engagements with us or be unabl a e to fulfill f their contractua t l obligations. If we need to enter into alternative arrangements, it would delay our product development activities. Our reliance on these third parties for research and development activities reduces our control over these activities, but does not relieve us of our responsibilities. For example, we remain responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires us to comply with GCPs for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible, reproducible and accurate and that the rights, integrity and confid f entiality of trial participants are protected. We are also required to register on-going clinical trials and to post the results of completed clinical trials on a government- sponsored databa a se within certain timeframes. Failure to do so can result in fines, adverse publicity and civil and criminal sanctions. If these third parties do not successfully carry out their contractua t l duties, meet expected deadlines or conduct our clinical trials in accordance with regulatory requirements or our stated protocols, we will not be able to obtain, or may be delayed in obtaining, marketing approvals for any product candidates we may develop and will not be able to, or may be delayed in our effo f rts to, successful f ly commercialize our medicines. We also expect to rely on other third parties to store and distribute drug r suppl u ies for our clinical trials. Any performance failure on the part of our distributors could delay clinical development or marketing approval of any product candidates we may develop or commercialization of our medicines, producing additional losses and depriving us of potential product revenue.
46 We contra t ct with i third parties for the manufa u cture of materialsl for our product candid d at d es t and preclin l ical studie d s and clin l ical trials and for commercializa i tion of any n product candid d at d es t that we may a develop. l This reliance on third parties carries and may a increase the risk i that we will i not have suffi u cient quantitie i s of such materials, l product candid d at d es t or any n medicine i s that we may a develop o and commercialize, or that such suppl u yl will i not be availa i blel to us at an acceptablel cost,t which couldl delay, a prevent or impa m ir our developm l ent or commercializa i tion effo f rts. t We do not have any manufac f turing facilities. We currently rely exclusively on a third-party manufact f ur t er, Lonza AG, for the manufact f ur t e of our materials for preclinical studi t es and clinical trials and expect to continue to do so for preclinical studi t es, clinical trials and for commercial suppl u y of any product candidates that we may develop. We may be unabl a e to establ a ish any further agreements with third-party manufac f turers or to do so on acceptable terms. Even if we are able to establ a ish agreements with third-party manufact f ur t ers, reliance on third-party manufac f turers entails additional risks, including: • the possible breach of the manufact f ur t ing agreement by the third party or us; • the possible termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us; • the possible early termination of the agreement by us at a time that requires us to pay a cancellation fee; • reliance on the third party for regulatory r compliance, quality assurance, safety and pharmacovigilance and related reporting; and • the inability to produce required volume in a timely manner and to quality standards. Third-party manufact f ur t ers may not be able to comply with cGMP regulations or similar regulatory r requirements outside the United States. Our failure, or the failure of our third-party manufact f ur t ers, to comply with applicable regulations could result in clinical holds on our trials, sanctions being imposed on us, including fines, inju n nctions, civil penalties, delays, suspension or withdrawal of approvals, license revocations, seizures or recalls of product candidates or medicines, operating restrictions, and criminal prosecutions, any of which could significantly and adversely affe f ct suppl u ies of our medicines and harm our business, financial condition, results of operations, and prospects. Any medicines that we may develop may compete with other product candidates and products for access to manufac f turing facilities. There are a limited number of manufact f ur t ers that operate under cGMP regulations and that might be capable of manufact f ur t ing for us. Any performance failure on the part of our existing or future manufact f ur t ers could delay clinical development or marketing approval. We do not currently have arrangements in place for redundant suppl u y for any of our product candidates. If any one of our current contract manufact f ur t ers cannot perform as agreed, we may be required to replace that manufact f ur t er and may incur added costs and delays in identifyi f ng and qualifyi f ng any such replacement. Furthermore, securing and reserving production capa a city with contract manufact f ur t ers may result in signific f ant costs. Our current and anticipated future reliance upon others for the manufact f ur t e of any product candidates we may develop or medicines may adversely affe f ct our future profit f margins and our ability to commercialize any medicines that receive marketing approval on a timely and competitive basis. Reliance on third parties requires us to share our trade secrets, t which increases the possibili i ty i that a competito t r will i disc i over them or that our trade secretst will i be misa i ppr a opriated or disc i losed. Reliance on third parties to conduc d t clinical trials, assist in research and development and to manufact f ur t e our product candidates, will at times require us to share trade secrets with them. We seek to protect our proprietary technology by in part entering into confid f entiality agreements and, if applicable, material transfer f agreements, consulting agreements or other similar agreements with our advisors, employees, third-party contractors and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confid f ential information, including our trade secrets. Despite the contractua t l provisions employed when working with third parties, the need to share trade secrets and other confid f ential information increases the risk that such trade secrets become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s independent discovery of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have a material adverse effe f ct on our business.
47 We rely on third-par - ty supp u liers for key e raw materialsl used in our manufac f turing i processes, and the loss of these third- party suppl u ie l rs or theiri inability i to supp u ly us with i adequatet raw materialsl couldl harm our busine i ss. We rely on third-party suppl u iers for the raw materials required for the production of our product candidates. Our reliance on these third-party suppl u iers and the challenges we may face in obtaining adequate suppl u ies of raw materials involve several risks, including limited control over pricing, availabi a lity, quality and delivery r schedules. As a small company, our negotiation leverage is limited and we are likely to get lower priority than our competitors who are larger than we are. We cannot be certain that our suppl u iers will continue to provide us with the quantities of these raw materials that we require or satisfy f our anticipated specifications and quality requirements. Any suppl u y interrupt u ion in limited or sole sourced raw materials could materially harm our ability to manufact f ur t e our product candidates until a new source of suppl u y, if any, could be identifie f d and qualifie f d. We may be unabl a e to find a sufficient alternative suppl u y channel in a reasonabl a e time or on commercially reasonabl a e terms. Any performance failure on the part of our suppl u iers could delay the development and potential commercialization of our product candidates, including limiting suppl u ies necessary for clinical trials and regulatory r approvals, which would have a material adverse effe f ct on our business. We may a depe e nd on collabor l atio t ns with i third parties for the research, developm l ent and commercializatio t n of certain of the product candid d at d es t we may a develop. l If any n such collaboratio t ns are not successful f ,l we may a not be ablel to realiz l e the market poten t tial of those product candid d at d es t . We may seek third-party collaborators for the research, development and commercialization of certain of the product candidates we may develop. Our likely collaborators for any other collabor a ation arrangements include large and mid-size pharmaceutical companies, regional and national pharmaceutical companies, biotechnology companies and academic institut t ions. If we enter into any such arrangements with any third parties, we will likely have shared or limited control over the amount and timing of resources that our collaborators dedicate to the development or potential commercialization of any product candidates we may seek to develop with them. Our ability to generate revenue from these arrangements with commercial entities will depend on our collabor a ators’ abilities to successful f ly perform the functions assigned to them in these arrangements. We cannot predict the success of any collabor a ation that we enter into. Collabor a ations involving our produc d t candidates we may develop, pose the following risks to us: • collabor a ators generally have significant discretion in determining the effo f rts and resources that they will apply to these collaborations; • collabor a ators may not properly obtain, maintain, enforce or defend intellectua t l property or proprietary rights relating to our product candidates or may use our proprietary information in such a way as to expose us to potential litigation or other intellectual property related proceedings, including proceedings challenging the scope, ownership, validity and enforceabi a lity of our intellectua t l property; • collabor a ators may own or co-own intellectua t l property covering our product candidates that result from our collabor a ation with them, and in such cases, we may not have the exclusive right to commercialize such intellectua t l property or such product candidates; • disputes may arise with respect to the ownership of intellectua t l property developed pursuant to collabor a ations; • we may need the cooperation of our collabor a ators to enforce or defend any intellectua t l property we contribute to or that arises out of our collabor a ations, which may not be provided to us; • collabor a ators may infringe the intellectua t l property rights of third parties, which may expose us to litigation and potential liabi a lity; • disputes may arise between the collabor a ators and us that result in the delay or termination of the research, development, or commercialization of our product candidates or that result in costly litigation or arbi r tration that diverts management attention and resources; • collabor a ators may decide not to pursue development and commercialization of any product candidates we develop or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collabor a ator’s strategic focus or availabl a e funding or external factors such as an acquisition that diverts resources or creates competing priorities; • collabor a ators may delay clinical trials, provide insuffic f ient funding for a clinical trial, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials, or require a new formulation of a product candidate for clinical testing;
48 • collabor a ators could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates if the collabor a ators believe that competitive products are more likely to be successful f ly developed or can be commercialized under terms that are more economically attractive than ours; • collabor a ators with marketing and distribution rights to one or more product candidates may not commit sufficient resources to the marketing and distribution of such product candidates; • we may lose certain valuable rights under circumstances identifie f d in our collabor a ations, including if we undergo a change of control; • collabor a ators may undergo a change of control and the new owners may decide to take the collabor a ation in a direction which is not in our best interest; • collabor a ators may become party to a business combination transaction and the continued pursuit and emphasis on our development or commercialization program by the resulting entity under our existing collabor a ation could be delayed, diminished or terminated; • collabor a ators may become bankrupt r , which may significantly delay our research or development programs, or may cause us to lose access to valuable technology, know-how or intellectua t l property of the collaborator relating to our products, product candidates; • key personnel at our collabor a ators may leave, which could negatively impact our ability to productively work with our collabor a ators; • collabor a ations may require us to incur short and long-term expenditures, issue securities that dilute our stockholders, or disrupt r our management and business; • collabor a ations may be terminated and, if terminated, may result in a need for additional capi a tal to pursue further development or commercialization of the applicable product candidates or our ABC Platform; and • collabor a ation agreements may not lead to development or commercialization of product candidates in the most effi f cient manner or at all. We may face significant competition in seeking appropriate collaborations. Recent business combinations among biotechnology and pharmaceutical companies have resulted in a reduced number of potential collaborators. In addition, the negotiation process is time-consuming and complex, and we may not be able to negotiate collabor a ations on a timely basis, on acceptable terms, or at all. If we are unabl a e to do so, we may have to curtail the development of the product candidate for which we are seeking to collabo a rate or delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be availabl a e to us on acceptable terms or at all. If we do not have sufficient funds, we may not be able to further develop product candidates or bring them to market and generate product revenue. If we enter into collabor a ations to develop and potentially commercialize any product candidates, we may not be able to realize the benefit of such transactions if we or our collabor a ator elect not to exercise the rights granted under the agreement or if we or our collaborator are unabl a e to successful f ly integrate a product candidate into existing operations and company cultur t e. In addition, if our agreement with any of our collaborators terminates, our access to technology and intellectua t l property licensed to us by that collaborator may be restricted or terminate entirely, which may delay our continued development of our product candidates utilizing the collabor a ator’s technology or intellectua t l property or require us to stop development of those product candidates completely. We may also find it more difficult to find a suitabl a e replacement collaborator or attract new collabor a ators, and our development programs may be delayed or the perception of us in the business and financial communities could be adversely affe f cted. Any collabor a ator may also be subj u ect to many of the risks relating to product development, regulatory approval, and commercialization described in this “Risk Factors” section, and any negative impact on our collabor a ators may adversely affe f ct us. Risks Related to Our Intellectual Property If we are unablel to obtai t n i and maintain paten t t protect t io t n for any n product candid d at d es t we develop l or for our ABC Plat l for t m, r our competit t or t sr couldl develop l and commercialize productst or technology o simi i la i r or iden d tical to ours, and our ability i to successful f ly l commercializ l e any n product candidates t we may a develop, o and our technology o may a be adverse r ly affe f cted t .d Our success depends in large part on our ability to obtain and maintain patent protection in the United States and other countries with respect to our ABC Platform and any proprietary product candidates and other technologies we may develop. We seek to protect our proprietary position by in-licensing intellectua t l property and filing patent applications in the United States and abroad relating to our ABC Platform, product candidates and other technologies that are important to our business.
49 Given that the development of our technology and product candidates is at an early stage, our intellectua t l property portfol f io directed to certain aspects of our technology and product candidates is also at an early stage. We have filed or intend to file patent applications on core aspects of our technology and product candidates; however, there can be no assurance that any such patent applications will issue as granted patents. Furthermore, in some cases, we only have filed provisional patent applications on certain aspects of our technology and product candidates, and none of these provisional patent applications is eligible to become an issued patent until, among other things, we file a non-provisional patent application within 12 months of the filing date of the applicable provisional patent application. Any failure to file a non-provisional patent application within this timeline could cause us to lose the ability to obtain patent protection for the inventions disclosed in the associated provisional patent applications. Furthermore, in some cases, we may not be able to obtain issued claims covering compositions relating to our ABC Platform and product candidates, as well as other technologies that are important to our business, and instead may need to rely on filing patent applications with claims covering a method of use and/or method of manufact f ur t e for protection of such ABC Platform, product candidates and other technologies. There can be no assurance that any such patent applications will issue as granted patents, and even if they do issue, such patent claims may be insufficient to prevent third parties, such as our competitors, from utilizing our technology. Any failure to obtain or maintain patent protection with respect to our ABC Platform and product candidates could have a material adverse effe f ct on our business, financial condition, results of operations, and prospects. If any n of our patent applic l atio t ns does not issue as a paten t t in any n jurisd i ic d tion, we may a not be ablel to competet effe f ctiv t ely. l Changes in either the patent laws or their interpretation in the United States and other countries may diminish our ability to protect our inventions, and obtain, maintain and enforce our intellectua t l property rights and, more generally, could affe f ct the value of our intellectua t l property or narrow the scope of our owned and licensed patents. We cannot predict whether the patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient protection from competitors or other third parties. The patent prosecution process is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirabl a e patent applications at a reasonabl a e cost or in a timely manner. It is also possible that we will fail to identify f patentable aspects of our research and development output t in time to obtain patent protection. Although we enter into non-disclosure and confid f entiality agreements with parties who have access to confid f ential or patentable aspects of our research and development output t , such as our employees, corporate collabor a ators, outside scientific f collabor a ators, CROs, contract manufact f ur t ers, consultants, advisors and other third parties, any of these parties may breach the agreements and disclose such output t before a patent application is filed, thereby jeopardizing our ability to seek patent protection. In addition, our ability to obtain and maintain valid and enforceable patents depends on whether the differences between our inventions and the prior art allow our inventions to be patentable over the prior art. In addition, our own fixed applications may become prior art against our current or future patent applications. Furthermore, publications of discoveries in the scientific f literatur t e ofte f n lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months afte f r filing, and in some cases not at all. Therefor f e, we cannot be certain that we were the first to make the inventions claimed in any of our patents or pending patent applications, or that we were the first to file for patent protection of such inventions. If the scope of any n paten t t protec t tion we obtai t n i is not suff u ic f iently t broad, or if we lose any n of our paten t t protect t io t n, our abili i ty i to prevent our competito t rs from commercializing simila i r or iden d tical technology o and product candid d at d es t wouldl be adverse r ly affe f cted t .d The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factua t l questions, and has been the subj u ect of much litigation in recent years. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and future patent applications may not result in patents being issued that protect our ABC Platform, product candidates or other technologies or that effe f ctively prevent others from commercializing competitive technologies and product candidates. Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted afte f r issuance. Even if patent applications we license or own currently or in the future issue as patents, they may not issue in a form that will provide us with any meaningful f protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents may be challenged, narrowed, circumvented, rendered unenfor f ceable or invalidated by third parties. Consequently, we do not know whether our ABC Platform, product candidates or other technologies will be protectable or remain protected by valid and enforceabl a e patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affe f ct our business, financial condition, results of operations and prospects.
50 The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceabi a lity, and our patents may be challenged in the courts or patent offi f ces in the United States and abroad. We may be subj u ect to a third party preissuance subm u ission of prior art to the U.S. Patent and Trademark Offi f ce, or USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our patent rights. An adverse determination in any such subm u ission, proceeding or litigation could reduce the scope of,f or invalidate or render unenfor f ceable, our patent rights, allow third parties to commercialize our ABC Platform, product candidates or other technologies and compete directly with us, without payment to us, or result in our inability to manufac f ture or commercialize products without infringing third-party patent rights. Moreover, we may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions and other challenges in a foreign patent offi f ce or administrative tribunal, that challenge our or our licensor’s priority of invention or other featur t es of patentability with respect to our owned or in-licensed patents and patent applications. Such challenges may result in loss of patent rights, loss of exclusivity, or in patent claims being narrowed, invalidated, or held unenfor f ceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our ABC Platform, product candidates and other technologies. Such proceedings also may result in subs u tantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us. In addition, given the amount of time required for the development, testing and regulatory r review of new product candidates, patents protecting such product candidates might expire before or shortly afte f r such product candidates are commercialized. As a result, our intellectual property may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours. We may a not be able to protect t our intellectual propertyt and proprietary righ i ts througho g ut the world. l Filing, prosecuting and defending patents relating to our ABC Platform, product candidates and other technologies in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as U.S. laws. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectua t l property rights may not be effe f ctive or sufficient to prevent them from competing. Many companies have encountered significant problems in protecting and defending intellectua t l property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectua t l property protection, particularly those relating to biotechnology products, which could make it difficult, costly or impossible for us to stop the infringement of our patents or marketing of competing products in violation of our intellectua t l property and proprietary rights generally. Proceedings to enforce our intellectua t l property and proprietary rights in foreign jurisdictions could result in subs u tantial costs and divert our effo f rts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful f . Accordingly, our effo f rts to enforce our intellectua t l property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectua t l property that we develop or license. Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceabi a lity of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations and prospects may be adversely affe f cted.
51 Obtaining and maintaining our paten t t protec t tion depe e nds d on compliance with i various procedural,l document submission, fee payment and othe t r requirements imposed by government paten t t agencies, and our paten t t protect t io t n couldl be reduced or elimi l na i ted for non-compliance with i these requirements. Periodic maintenance fees, renewal fees, annuity fees and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifet f ime of our owned or licensed patents and applications. The USPTO and various non-U.S. government agencies require compliance with several procedur d al, documentary, fee payment and other similar provisions during the patent application process. In some cases, an inadvertent laps a e can be cured by payment of a late fee or by other means in accordance with the applicable rules. Payment within these late fee windows may be employed in order to simplify the payment of these fees generally. There are situations, however, in which non-compliance can result in abandonment or laps a e of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effe f ct on our business, financial condition, results of operations and prospects. In addition, while not relevant for tarcocimab a and KSI-501, if we rely on a different product, its development could involve the use of government funds, which can require additional compliance aspects to make certain all rights are transfer f red to or remain with us. Issued patentst may a be challe l nged or invalidat d ed t ,d and relativelyl recent changes in U.S. paten t t law have dimin i ished and may a furthe t r dimin i ish the value of pa f tentst in general. We rely on patentst to protec t t our products, t and any n dimi i ni i sh i ment in the scope or value of our paten t ts wouldl adverse r ly affe f ct our busine i ss. If we initiated legal proceedings against a third party to enforce a patent directed to our ABC Platform, product candidates or other technologies, the defendant could allege that such patent is invalid or unenfor f ceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and unenfor f ceability are commonplace. Grounds for a validity challenge include alleged failures to meet any of several statut t ory r requirements, including obviousness, lack of novelty, lack of written description, or non-enablement. Grounds for an unenfor f ceability challenge include an allegation that someone connected with prosecution of the patent withheld material information from the USPTO with an intent to deceive the USPTO, or made a misleading statement, during prosecution. The filing of a legal proceeding could also result in the third party challenging the patent at the USPTO, such as in post-grant and inter partes review. Changes in either the patent laws or interpretation of the patent laws in the United States could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. For patent filings beginning in March 2013, the United States employs a first inventor to file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. Under the current patent laws, a third party that files a patent application in the USPTO before us could therefor f e be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confid f ential for a period of time afte f r filing or until issuance, we cannot be certain that we were the first to either (1) file any patent application related to our ABC Platform, product candidates or other technologies or (2) invent any of the inventions claimed in our or our licensor’s patents or patent applications. Changes to U.S. patent laws since 2011 also include allowing third party subm u issions of prior art to the USPTO during patent prosecution and additional procedur d es for attacking the validity of a patent through USPTO administered post-grant proceedings, including re-examination, post-grant review, inter partes review, interference proceedings and derivation proceedings. Some of these changes apply to patents issued prior to 2011. These and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings) could result in the revocation of,f cancellation of or amendment to our patents in such a way that they no longer cover our ABC Platform, product candidates or other technologies. Because of a lower evidentiary r standard in USPTO proceedings compared to the evidentiary standards applied in United States federal courts that apply to actions seeking to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if challenged in a district court action. Accordingly, a third party may attempt to use the USPTO procedur d es to invalidate our patent claims that would not otherwise have been invalidated if first challenged by the third party as a defendant in a district court action. As compared to intellectua t l property-reliant companies generally, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly uncertain. U.S. Supr u eme Court rulings have narrowed the scope of patent protection availabl a e in certain circumstances and weakened the rights of patent owners in certain situations. These rulings have created uncertainty with respect to the validity and enforceability of patents, even once obtained. Depending on future actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictabl a e ways that could have a material adverse effe f ct on our existing patent portfol f io and our ability to protect and enforce our intellectua t l property in the future.
52 Any future changes to patent laws could increase the uncertainties and costs surrounding the prosecution of our owned or in-licensed patent applications and the enforcement or defense of our owned or in-licensed issued patents. If a third party were to prevail on a legal assertion of invalidity or unenfor f ceabi a lity, we would lose at least part, and perhaps all, of the patent protection on our ABC Platform, product candidates or other technologies. Increased uncertainty with respect to, or loss of,f patent protection would have a material adverse impact on our business, financial condition, results of operations and prospects. If we do not obtai t n i paten t t term extension and datat exclusivityt for any n product candid d at d es t we may a develop, l our busine i ss may a be materially l harmed.d Depending upon the timing, duration and specifics of any FDA marketing approval of any product candidates we may develop, one or more of our owned or in-licensed U.S. patents may be eligible for limited patent term extension under the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent term extension of up to five years as compensation for patent term lost during the FDA regulatory r review process. A patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval, only one patent may be extended and only those claims covering the approved drug, r a method for using it, or a method for manufact f ur t ing it may be extended. Similar extensions as compensation for patent term lost during regulatory r review processes are also availabl a e in certain foreign countries and territories, such as in Europe under a Suppl u ementary Patent Certific f ate. Patent term extension in the United States and/or foreign countries and territories may not be availabl a e if,f among other things, we fail to exercise due diligence during the testing phase or regulatory r review process, fail to apply within applicable deadlines, fail to apply prior to the expiration of relevant patents, or otherwise fail to satisfy f applicable requirements. Moreover, the applicable time period or the scope of patent protection affo f rded could be less than we request. If we are unabl a e to obtain patent term extension or the term of any such extension received is shorter than what we request, our competitors may obtain approval of competing products following our patent expiration, and our business, financial condition, results of operations and prospects could be materially harmed. We may a be subject to clai l ms i challe l nging the inventorship of our paten t ts and othe t r intellectual property. t We may be subj u ect to claims that former employees, collabor a ators or other third parties have an interest in our owned or in-licensed patents, trade secrets or other intellectua t l property as an inventor or co-inventor or owner or co-owner. For example, we may have inventorship disputes arise from conflic f ting obligations of employees, collabor a ators, consultants or others who are involved in developing our ABC Platform, product candidates or other technologies. Litigation may be necessary to defend against these and other claims challenging inventorship or our ownership of our owned or in-licensed patents, trade secrets or other intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of,f or right to use, intellectual property that is important to our ABC Platform, product candidates and other technologies. Even if we are successful in defending against such claims, litigation could result in subs u tantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effe f ct on our business, financial condition, results of operations and prospects. If we are unablel to protec t t the confid f en d tiality i of our trade secrets, t our busine i ss and competitiv t e positio t n wouldl be harmed.d In addition to seeking patents for our ABC Platform, product candidates and other technologies, we also rely on trade secrets and confid f entiality agreements to protect our unpatented know-how, technology and other proprietary information and to maintain our competitive position. Trade secrets and know-how can be difficult to protect. Over time, we expect our trade secrets and know-how to be disseminated within the industry r through independent development, the publ u ication of journal articles describing the methodology and the movement of personnel from academic to industry r scientific f positions.
53 We seek to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confid f entiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific f collabor a ators, CROs, contract manufact f ur t ers, consultants, advisors and other third parties. We also enter into confid f entiality and invention or patent assignment agreements with our employees and consultants, train our employees not to bring or use proprietary information or technology from former employers to us or in their work and remind former employees when they leave their employment of their confid f entiality obligations to us. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. Despite our effo f rts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to contain such breaches or disclosures or obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappr a opriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictabl a e. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawful f ly obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed without the protection of a confid f entiality agreement found unenfor f ceable by relevant courts or independently developed by a competitor or other third party, our competitive position would be materially and adversely harmed. We may a be subject to clai l ms i that our empl m oy l ees,s consulta l nts, t or advisorsr have wrongful f ly l used or disc i losed alle l ge e d trade secretst of theiri current or former employe o rs or clai l ms i assertin t g ownershipi of what we regar e d as our own intellectual property. t Many of our employees, consultants and advisors are currently or were previously employed at universities or other biotechnology or pharmaceutical companies, including our competitors and potential competitors. Although we try r to ensure that our employees, consultants and advisors do not use the proprietary information or know-how of others in their work for us, we may be subj u ect to claims that we or these individuals have improperly used or disclosed intellectua t l property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectua t l property rights or personnel. Even if we are successful f in defending against such claims, litigation could result in subs u tantial costs and be a distraction to management. In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectua t l property to execute agreements assigning such intellectua t l property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectua t l property that we regard as our own. The assignment of intellectua t l property rights may not be self-e f xecuting, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a material adverse effe f ct on our business, financial condition, results of operations, and prospects. Where post-filing date patent assignments are not executed by an inventor, it is our practice to employ and record the assignment provision that can be found in the employee’s employment agreement. This is done when possible, and when the intellectua t l property is of interest to us. Third-par - ty clai l ms i of intellectual propertyt infr n ingement,t misa i ppr a opriation or othe t r violat l io t n agains i t us or our collaborator t sr may a prevent or delay a the developm o ent and commercializ l atio t n of our product candid d at d es t ,s the ABC Plat l for t m r and othe t r technologi o es. The field of discovering treatments for retinal diseases is highly competitive and dynamic. Due to the focused research and development that is taking place in this field by several companies, including us and our competitors, the intellectual property landscape a is in flux, and it may remain uncertain in the future. As such, there may be significant intellectua t l property related litigation and proceedings relating to our owned, and other third party, intellectua t l property and proprietary rights in the future. Our commercial success depends in part on our and our collabor a ators’ ability to avoid infringing, misappr a opriating and otherwise violating the patents and other intellectua t l property rights of third parties. There is a subs u tantial amount of complex litigation involving patents and other intellectua t l property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings challenging patents, including interfer f ence, derivation and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. As discussed above, due to changes in U.S. law referred to as patent reform, new procedur d es including inter partes review and post-grant review have been implemented. As stated above, this reform adds uncertainty to the possibility of challenge to our patents in the future.
54 Numerous U.S. and foreign issued patents and pending patent applications owned by third parties exist relating to ABC technology and in the fields in which we are developing our product candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our ABC Platform, product candidates and other technologies may give rise to claims of infringement of the patent rights of others. We cannot assure you that our ABC Platform, product candidates and other technologies that we have developed, are developing or may develop in the future will not infringe existing or future patents owned by third parties. We may not be aware of patents that have already been issued or that a third party, including a competitor in the fields in which we are developing our ABC Platform, product candidates and other technologies, might assert are infringed by our current or future ABC Platform, product candidates or other technologies. Such a dispute may concern claims to compositions, formulations, methods of manufact f ur t e or methods of use or treatment that cover our ABC Platform, product candidates or other technologies. It is also possible that patents owned by third parties of which we are aware, but which we do not believe are relevant to our ABC Platform, product candidates or other technologies, could be found to be infringed by our ABC Platform, product candidates or other technologies. In addition, because patent applications can take many years to issue, there may be currently pending patent applications that later result in issued patents that our ABC Platform, product candidates or other technologies may infringe. Third parties may have patents or obtain patents in the future and claim that the manufact f ur t e, use or sale of our ABC Platform, product candidates or other technologies infringes these patents. If a third party alleges that we infringe their patents or that we are otherwise employing their proprietary technology without authorization and initiates litigation against us, a court of competent jurisdiction could hold that such patents are valid, enforceable and infringed by our ABC Platform, product candidates or other technologies, even if we believe such claims are without merit. In that event, the successful plaintifff may be able to impede our ability to commercialize the applicable product candidate or technology unless we obtain a license under the applicable patents, or such patents expire or are finally determined to be invalid or unenfor f ceable. Such a license may not be availabl a e on commercially reasonabl a e terms or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees, royalties or both. Any license granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectua t l property. If we are unabl a e to obtain a necessary license to a third-party patent on commercially reasonabl a e terms, we may be unabl a e to commercialize our ABC Platform, product candidates or other technologies, or our commercialization effo f rts may be significantly delayed, which could in turn significantly harm our business. We are aware of a number of patents and patent applications that are directed to one or more aspects of tarcocimab a and KSI-501. Our intent is to maintain our development effo f rts under 35 U.S.C. Section 271(e)(1) (which provides a safe harbor from patent infringement claims related to certain drug r development activities) through to at least the launch of any tarcocimab a and KSI-501 product. We are aware of at least one pending patent application with claims that are directed to some aspect of tarcocimab a and KSI-501, and that could, if issued, result in a patent term beyond a potential launch date for tarcocimab a or KSI-501. If this were to occur, we may be required to challenge the validity of the claims, obtain a license, modify tarcocimab a or KSI-501, or delay launch. We are also aware of at least one issued patent family with claims that may be related to some potential future aspect(s) of KSI-501 and that has a patent term beyond a potential launch date for KSI-501. If this or any other patent family were perceived relevant, we may be required to challenge the validity of the claims, obtain a license, modify KSI-501, or delay launch. If we choose to further the pipeline and develop a different product, such a product would be delayed until the expiration of any valid patent that is still in force on such product. Alternatively, our options for addressing any such patents relating to these non- tarcocimab a and KSI-501 products would include the following: challenge the validity of the claims, obtain a license, or modify the non- tarcocimab a and non-KSI-501 products. Defending against infringement claims, regardless of their merit, would involve subs u tantial litigation expense, would be a subs u tantial diversion of management and other employee resources from our business and may adversely impact our reputation. We may be subj u ect to an inju n nction that prevents or delays us from commercializing our ABC Platform technology, product candidates or other technologies during on-going litigation even if we ultimately prevail in the litigation proceedings or the litigation is settled in our favor. We may be subj u ect to an inju n nction that prevents or delays us from commercializing our ABC Platform, product candidates or other technologies during on-going litigation even if we ultimately prevail in the litigation proceedings or the litigation is settled in our favor. In the event of a successful f claim of infringement against us, we may be enjo n ined from further developing or commercializing our infringing ABC Platform, product candidates or other technologies. In addition, we may have to pay subs u tantial damages (including treble damages and attorneys’ fees for willful f infringement) obtain one or more licenses from third parties, pay royalties and/or redesign our infringing product candidates or technologies, which may be impossible or require subs u tantial time and monetary expenditure. If we were unabl a e to further develop and commercialize our ABC Platform, product candidates or other technologies, it would harm our business significantly.
55 Engaging in litigation to defend against third parties alleging that we have infringed, misappropriated or otherwise violated their patents or other intellectua t l property rights is very expensive, particularly for a company of our size, and time- consuming. Some of our competitors may be able to sustain the costs of litigation or administrative proceedings more effe f ctively than we can because of greater financial resources. Patent litigation and other proceedings may also absorb significant management time. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings against us could impair our ability to compete in the marketpl t ace. The occurrence of any of the foregoing could have a material adverse effe f ct on our business, financial condition or results of operations. We may a become involved in lawsuits i to protect t or enfo n rce our paten t ts and othe t r intellectual propertyt righ i ts,s which couldl be expe x nsive, time i consuming and unsuccessful f .l Competitors may infringe our patents or the patents of our licensing partners, or we may be required to defend against claims of infringement. If we assert our intellectua t l property against others, it could increase the likelihood that our patents or the patents of our licensing partners become involved in inventorship, priority or validity disputes. As discussed above, countering or defending against such claims can be expensive and time consuming. In an infringement proceeding, a court may decide that a patent owned or in-licensed by us is invalid or unenfor f ceable, the other party’s use of our patented technology falls under the safe harbor to patent infringement under 35 U.S.C. §271(e)(1), or may refuse to stop the other party from using the technology at issue on the grounds that our owned and in-licensed patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of our owned or in-licensed patents at risk of being invalidated, rendered unenfor f ceable or interpreted narrowly. Furthermore, because of the subs u tantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confid f ential information could be compromised by disclosure during this type of litigation. Even if we prevail in asserting our intellectual property, litigation or other legal proceedings relating to intellectua t l property claims may cause us to incur significant expenses and could distract our personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a subs u tantial adverse effe f ct on the price of our common stock. Such litigation or proceedings could subs u tantially increase our operating losses and reduce the resources availabl a e for development activities or any future sales, marketing, or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately or to assert all claims we believe to be viable. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effe f ctively than we can because of their greater financial resources and more mature and developed intellectua t l property portfol f ios. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effe f ct on our ability to compete in the marketpl t ace. If our trademarks k and trade names are not adequatel t yl protect t ed t ,d then we may a not be ablel to build name recogn o itio t n in our marketst of interest and our busine i ss may a be adverse r ly affe f cted t .d We rely on trademarks, service marks, tradenames and brand names. We cannot assure you that our trademark applications will be approved. During trademark registration proceedings, we may receive reje e ctions. Although we are given an opportunity to respond to those reje e ctions, we may be unabl a e to overcome such reje e ctions. In addition, any registered or unregistered trademarks or trade names that we currently have or may in the future acquire may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confus f ion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. We own a registered trademark for the mark “KODIAK” and “KODIAK SCIENCES” in the United States. Over the long term, if we are unabl a e to establ a ish name recognition based on our trademarks and trade names, then we may not be able to compete effe f ctively and our business may be adversely affe f cted. Our effo f rts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectua t l property may be ineffe f ctive and could result in subs u tantial costs and diversion of resources and could adversely affe f ct our business, financial condition, results of operations and prospects. Intellectual propertyt righ i ts do not necessarily i address alll poten t tial threats. t The degree of future protection affo f rded by our intellectua t l property rights is uncertain because intellectua t l property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example: • others may be able to make products that are similar to our product candidates or utilize similar technology but that are not covered by the claims of the patents that we may license or own;
56 • we, or our current or future licensors or collaborators, might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or own now or in the future; • we, or our current or future licensors or collaborators, might not have been the first to file patent applications covering certain of our or their inventions; • others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectua t l property rights; • it is possible that our current or future pending owned or licensed patent applications will not lead to issued patents; • issued patents that we hold rights to may be held invalid or unenfor f ceable, including as a result of legal challenges by our competitors or other third parties; • our competitors or other third parties might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our majo a r commercial markets; • we may not develop additional proprietary technologies that are patentable; • the patents of others may harm our business; and • we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subs u equently file a patent covering such intellectua t l property. Should any of these events occur, they could have a material adverse effe f ct on our business, financial condition, results of operations and prospects. Risks Related to Our Operations We are high i ly depe e nden d t on our key e personnel, and if we are not successful f in attr t acting i ,g motivatin t g and retaining high i ly qualif l ie f d personnel, we may a not be ablel to successfu s lly implement our busine i ss stra t tegy e .y Developing and commercializing new medicines is a challenging exercise and requires diverse expertise in a variety of scientific f , clinical, manufactur t ing, commercial, financial, people and legal functions. Failure to adequately develop these functions will hurt our ability to compete effe f ctively. Our ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon our ability to attract, motivate and retain highly qualified managerial, scientific f and medical personnel. We are highly dependent on our management, particularly our Chief Executive Offi f cer, Dr. Victor Perlroth, and our scientific f and medical personnel. The loss of the services provided by any of our executive offi f cers, other key employees, and other scientific f and medical advisors, and our inability to find suitable replacements, could result in delays in the development of our product candidates and harm our business. We conduct our U.S. operations at our facilities in Palo Alto, Califor f nia, in a region that is headquarters to many other biopharmaceutical companies and many academic and research institutions. Competition for skilled personnel is intense and the turnover rate can be high, which may limit our ability to hire and retain highly qualifie f d personnel on acceptabl a e terms or at all. We expect that we may need to recrui r t talent from outside of our region and doing so may be costly and difficult. To induce valuable employees to remain at our company, in addition to salary and cash incentives, we have provided restricted stock and stock option grants, including early exercise stock options exercisabl a e for restricted stock that vest over time. The value to employees of these equity grants that vest over time may be significantly affe f cted by movements in our stock price that are beyond our control and may at any time be insufficient to counteract more lucrative offe f rs from other companies. Although we have employment agreements with our key employees, these employment agreements provide for at- will employment, which means that any of our employees could leave our employment at any time, with or without notice. We do not maintain “key man” insurance policies on the lives of all of these individuals or the lives of any of our other employees. If we are unabl a e to attract, incentivize and retain quality personnel on acceptabl a e terms, or at all, it may cause our business and operating results to suffer. We will i need to grow the size i and capabi a lit i ie t s of our organ r izatio t n, and we may a expe x rience diffi i culties in managi a ng i this growth. As of December 31, 2023, we had 111 employees. As our development plans and strategies develop, and as we continue operating as a public company, we must add a significant number of additional managerial, operational, financial and other personnel. Future growth will impose significant added responsibilities on members of management, including:
57 • identifying, recrui r ting, integrating, retaining and motivating additional employees; • managing our internal development effo f rts effe f ctively, including the clinical and FDA review process for our current and future product candidates, while complying with our contractua t l obligations to contractors and other third parties; • expanding our operational, financial and management controls, reporting systems and procedur d es; and • managing increasing operational and managerial complexity. Our future financial performance and our ability to continue to develop and, if approved, commercialize our product candidates will depend, in part, on our ability to effe f ctively manage any future growth. Our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to manage these growth activities. We currently rely, and for the foreseeable future will continue to rely, in subs u tantial part on certain independent organizations, advisors and consultants to provide certain services. There can be no assurance that the services of these independent organizations, advisors and consultants will continue to be availabl a e to us on a timely basis when needed, or that we can find qualifie f d replacements. In addition, if we are unabl a e to effe f ctively manage our outsourced activities or if the quality or accuracy of the services provided by consultants is compromised for any reason, our clinical trials may be extended, delayed, or terminated, and we may not be able to obtain regulatory r approval of our product candidates or otherwise advance our business. There can be no assurance that we will be able to manage our existing consultants or find other competent outside contractors and consultants on economically reasonabl a e terms, if at all. If we are not able to effe f ctively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successful f ly implement the tasks necessary to further develop our product candidates and, accordingly, may not achieve our research, development, and commercialization goals. If we engage in acquisitio t ns,s in-lic l ensing i or stra t tegi e c partnersh r ips, this may a increase our capi a ta i l requirements,s dilu i te our stoc t kholde l rs, cause us to incur debt or assume contin t gent liabilitie i s and subject us to othe t r risk i s. k We may engage in various acquisitions and strategic partnerships in the future, including licensing or acquiring complementary r products, intellectua t l property rights, technologies or businesses. Any acquisition or strategic partnership may entail numerous risks, including: • increased operating expenses and cash requirements; • the assumption of indebtedness or contingent liabi a lities; • the issuance of our equity securities which would result in dilution to our stockholders; • assimilation of operations, intellectua t l property, products and product candidates of an acquired company, including difficulties associated with integrating new personnel; • the diversion of our management’s attention from our existing product candidates and initiatives in pursuing such an acquisition or strategic partnership; • retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships; • risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and regulatory r approvals; and • our inability to generate revenue from acquired intellectua t l property, technology and/or products suffic f ient to meet our objectives or even to offs f et the associated transaction and maintenance costs. In addition, if we undertake such a transaction, we may incur large one-time expenses and acquire intangible assets that could result in signific f ant future amortization expense.
58 If our security i measures,s or those maintained on our behalf by CROs, service provider d sr or othe t r third parties, are compromised now, or in the future,e or the security i ,y confid f en d tiality,y integr e ity or availa i bility i of our or othe t rs' info n rmatio t n technology o ,y soft o wa t re,e services,s networks r ,s communications or datat is compromise i d, limited t or fails, l this couldl result in sign i ific f ant fine i s or othe t r liability i ,y interrupt our developm o ent programs, harm our repu e tation, or othe t rwise adverse r ly affe f ct our busine i ss. In the ordinary course of our business, we and others upon which we rely process personal data and other sensitive information, including proprietary and confid f ential business data, trade secrets, intellectua t l property, data collected about trial participants in connection with clinical trials, and sensitive third-party data. We rely upon third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructur t e, encrypt r ion and authentication technology, employee email, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. Cyberattacks, malicious internet-based activity, and online and offl f ine fraud are prevalent and continue to increase. These threats are becoming increasingly difficult to detect. The information and data processed and stored in our technology systems, and those of our research collabor a ators, CROs, contractors, consultants, and other third parties on which we depend to operate our business, may be vulnerabl a e to these threats. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, personnel (such as through theftf or misuse), sophisticated nation-states, and nation-state- suppor u ted actors. During times of war and other majo a r conflic f ts, we and the third parties upon which we rely may be vulnerabl a e to a heightened risk of attacks, including cyber-attacks that could materially disrupt r our systems and operations and suppl u y chain. We and the third parties upon which we rely may be subj u ect to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrus r ions), denial-of-service attacks (such as credential stuf t fi f ng), personnel misconduct or error, ransomware attacks, suppl u y-chain attacks, software bugs, server malfunc f tions, software or hardware failures, loss of data or other information technology assets, adware, attacks enhanced or facilitated by artific f ial intelligence (AI), and other similar threats. Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-suppor u ted actors, are becoming increasingly prevalent and severe and can lead to significant interrupt u ions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unabl a e to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, suppl u y-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructur t e in our suppl u y chain or our third-party partners’ suppl u y chains have not been compromised or that they do not contain exploitabl a e defects or bugs that could result in a breach of or disrupt r ion to our information technology systems or the third-party information technology systems that suppor u t us. Additionally, certain personnel may remain in a remote work environment and outside of our corporate network security protection boundaries, which imposes additional risks to our business, including increased risk of industrial espionage, phishing and other cybersecurity attacks, and unauthorized dissemination of proprietary or confid f ential information, any of which could have a material adverse effe f ct on our business. Any of the previously identifie f d or similar threats could cause a security incident or other interrupt u ion. A security incident or other interrupt u ion could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encrypt r ion, disclosure of,f access to our sensitive information, or interrupt u ions or stoppages in our business operations (including our clinical trials). Although to our knowledge, we have not experienced a material system failure or security incident to date, if such an event were to occur, it could result in a material disrupt r ion of our development programs and our business operations, whether due to a loss of trade secrets or other proprietary information or other similar disrupt r ions. For example, the loss of clinical trial data from completed, on-going or future clinical trials could result in delays in our regulatory r approval effo f rts and significantly increase our costs to recover or reproduce the data. Likewise, we rely on third- party research institution collabor a ators, CROs, other contractors and consultants for many aspects of our business, including research and development activities and manufac f turing of our product candidates, and similar events relating to their computer systems could also have a material adverse effe f ct on our business.
59 While we have developed systems and processes designed to protect the integrity, confid f entiality and security of the sensitive information under our control, we cannot assure you that our security measures or those of the third parties we depend on will be effe f ctive in preventing security incidents. There are many different and rapi a dly evolving cybercrime and hacking techniques, and we may be unabl a e to anticipate attempted security incidents, identify them before our information is exploited, or react in a timely manner. We may be unabl a e to detect vulnerabi a lities in our information technology systems and software because such threats and techniques change frequently, are ofte f n sophisticated in nature, and may not be detected until afte f r a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address any such identifie f d vulnerabi a lities. We may expend significant resources or modify our business activities (including our clinical trial activities) to try r to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures, industry- r standard or reasonabl a e security measures to protect our information technology systems and sensitive information. Additionally, applicable data protection requirements, including, without limitation, laws, regulations, guidance as well as our internal and external policies and our contractua t l obligations, may require us to notify f relevant stakeholders of security incident, including affe f cted individuals, partners, collaborators, regulators, law enforcement agencies, and others. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to litigation or other liabi a lity, fines, harm to our reputation, significant costs, or other materially adverse effe f cts. Any limitations or exclusions of liabi a lity in our contracts may not be enforceable or adequate or protect us from liabi a lity or damages. Our insurance coverage may not be adequate for cybersecurity liabilities, may not continue to be availabl a e to us on economically reasonabl a e terms, or at all, and insurers could deny coverage as to any future claim. The successful f assertion of one or more large claims against us that exceed availabl a e insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affe f ct our reputation, business, financial condition and results of operations. Busine i ss disr i uptions couldl seriouslyl harm our future revenue and fina i ncial conditio d n and increase our costst and expe x nses. Our operations, and those of our CROs, CMOs, suppl u iers, and other contractors and consultants, could be subj u ect to earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interrupt u ions, for which we are partly uninsured. In addition, we rely on our third-party research institution collabor a ators for conducting research and development of our product candidates, and they may be affe f cted by government shutdowns or withdrawn funding. The occurrence of any of these business disrupt r ions could seriously harm our operations and financial condition and increase our costs and expenses. For example, in connection to health epidemics, the various quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns or other restrictions on the conduct of business operations could occur, related to infectious diseases, could adversely affe f ct our business, financial condition or results of operations by limiting our ability to manufac f ture product, forcing temporary r closure of facilities that we rely upon or increasing the costs associated with obtaining clinical suppl u ies of our product candidates. The extent to which health epidemics could impact our results will depend on future developments, which are highly uncertain and cannot be accurately predicted, including the severity and the actions to contain or treat such outbr t eaks, epidemics, or pandemics, among others. Our operations are located at facilities in Palo Alto, Califor f nia and Switzerland. Damage or extended periods of interrupt u ion to our corporate, development or research facilities due to fire, natural disaster, power loss, communications failure, unauthorized entry r or other events could cause us to cease or delay development of some or all of our product candidates. Although we maintain property damage and business interrupt u ion insurance coverage on these facilities, our insurance might not cover all losses under such circumstances and our business may be seriously harmed by such delays and interrupt u ion. We implemented a new enterprise resource planning, or ERP, system as well as other systems as part of our on-going technology and process improvements. Our ERP system is critical to our ability to accurately maintain books and records and prepare our financial statements. If we encounter unfor f eseen problems with our ERP system or other systems and infrastructur t e, our business, operations, and financial results could be adversely affe f cted. Our busine i ss is subject to economic,c polit l ic t al,l regu e latory and othe t r risk i s k associated t with i internatio t nal operations. Our business is subj u ect to risks associated with conducting business internationally. Some of our suppl u iers and collabor a ative relationships are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including: • economic weakness, including inflation or political instability in particular non-U.S. economies and markets; • differing and changing regulatory r requirements, pricing and reimbursement regimes in non-U.S. countries;
60 • challenges enforcing our contractua t l and intellectua t l property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States; • difficulties in compliance with non-U.S. laws and regulations; • changes in non-U.S. regulations and customs, tariffs and trade barriers; • changes in non-U.S. currency exchange rates and currency controls; • changes in a specific f country’s or region’s political or economic environment; • trade protection measures, import or export licensing requirements or other restrictive actions by U.S. or non-U.S. governments; • negative consequences from changes in tax laws; • compliance with tax, employment, immigration and labor a laws for employees living or traveling abroad; • workforce uncertainty in countries where labor a unrest is more common than in the United States; • difficulties associated with staffi f ng and managing international operations, including differing labor a relations; • potential liabi a lity under the FCPA or comparable foreign laws; and • business interrupt u ions resulting from geo-political actions, including war and terrorism or natural disasters. Other international, geo-political, and macroeconomic events could also have an adverse impact on our business. The United States and certain other countries may impose significant sanctions, trade restrictions, and other retaliatory r actions in response to these events. While we cannot predict the broader consequences of these types of events, the conflic f t and retaliatory r and counter-retaliatory r actions could materially adversely affe f ct global trade, currency exchange rates, inflation, regional economies, and the global economy, which in turn may increase our costs, disrupt r our suppl u y chain, or otherwise adversely affe f ct our business, financial condition, and results of operations. In addition, increasing inflation rates and the responses by central banking authorities to control such inflation have contributed to uncertainty and volatility in U.S. and global markets. Rising inflation rates in the United States have begun to affe f ct businesses across many industries, including ours, by increasing costs of operations such as labor a . These and other risks associated with our planned international operations may materially adversely affe f ct our business, financial condition, and ability to attain profita f bl a e operations. Our busine i ss couldl be materially l and adverse r ly affe f cted t in the future by the effe f ctst of dise i ase outbreaks,s epidem d ics and pandemics, as well as the busine i ss or operations of our manufa u cturers, r CROs or othe t r third parties with i whom we conduct busine i ss. Our business could be materially and adversely affe f cted by health epidemics in regions where we have concentrations of clinical trial sites or other business operations and could cause significant disrupt r ion in the operations of third-party manufac f turers and CROs upon whom we rely. In addition, our current and future clinical trials may be materially and adversely affe f cted by health epidemics in the future. Site initiation and patient enrollment may be further delayed due to prioritization of hospital resources toward health epidemics. Some patients may not be able to comply with clinical trial protocols if quarantines impede patient movement or interrupt u healthcare services. Our ability to recrui r t and retain patients and principal investigators and site stafff who, as healthcare providers, may have heightened exposure during health epidemics, and may adversely impact our clinical trial operations. Kodiak stafff and/or our CRO partners may not be able to travel to study t sites, impacting further site initiations and in-person monitoring of study t data quality. Other Kodiak vendors on whom we depend, such as suppl u y chain and logistics partners and our image reading centers may be disrupt r ed, and our operations could be affe f cted. Our clinical studi t es enroll patients who have underlying risk factors such as advanced age, hypertension and/or diabetes which could lead to higher than expected study t discontinuation rates and/or missed visit rates if these patients are adversely affe f cted by health epidemics. To date, we continue to see low levels of patient missed visits.
61 The extent to which the risks and evolving effe f cts of health epidemics impact our business and our clinical development and regulatory r effo f rts will depend on future developments that are highly uncertain and cannot be predicted with confid f ence, such as the ultimate duration and severity of the pandemic, government actions, such as travel restrictions, quarantines and social distancing requirements, business closures or business disrupt r ions and the effe f ctiveness of actions taken in the United States and in other countries to contain and treat the disease, including the effe f ctiveness and timing of vaccine programs in the United States and worldwide. Health epidemics may also have the effe f ct of heightening many of the other risks described in this “Risk Factors” section.
62 Our ability i to use our net operating i loss carryfo y rwards and certai t n i othe t r tax a attr t ibutes t may a be limite i d. As of December 31, 2023, the Company had $83.8 million of federal and $616.3 million of state net operating loss, or NOLs, that may be availabl a e to offs f et future taxabl a e income. A portion of the federal NOL carryforwards begin to expire in 2035 and the state NOL carryf r or f wards begin to expire in 2035, if not utilized. Under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period), the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offs f et its post-change taxabl a e income or taxes may be limited. We may also experience ownership changes in the future as a result of subs u equent shifts f in our stock ownership, some of which are outside our control. As a result, our ability to use our pre-change net operating loss carryforwards and other pre-change tax attributes to offs f et post-change taxabl a e income or taxes may be subj u ect to limitation. U.S. federal tax legislation enacted in 2017, informally titled The Tax Cuts and Jobs Act, or the Tax Act, as modified by the Coronavirus Aid, Relief,f and Economic Security Act, or the CARES Act, enacted in March 2020, among other things, includes changes to U.S. federal tax rates and the rules governing NOL carryforwards. Federal NOLs arising in tax years beginning afte f r December 31, 2017 are permitted to be carried forward indefinitely, but carryba r ck of such NOLs is generally permitted to the prior five taxabl a e years only for NOLs arising in taxabl a e years beginning before 2021. In addition, under the Tax Act, as modified by the CARES Act, the deductibility of federal NOLs incurred in taxabl a e years beginning afte f r December 31, 2017 is limited in taxabl a e years beginning afte f r December 31, 2020. For state income tax purposes, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. The new limitations on use of NOLs may significantly impact our ability to utilize our NOLs to offs f et taxabl a e income in the future. Changes in tax a laws or regu e lations that are applie l d adverse r ly to us or our custom t ersr may a have a material adverse r effe f ct on our busine i ss,s cash flow l , w fina i ncial condit d io t n or resultst of operations. New income, sales, use or other tax laws, statut t es, rules, regulations or ordinances could be enacted at any time, which could adversely affe f ct our business operations and financial performance. Further, existing tax laws, statut t es, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the Tax Act enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Act may affe f ct us, and certain aspects of the Tax Act could be repealed or modified in future legislation. For example, the CARES Act, modified certain provisions of the Tax Act. More recently, the IRA R was enacted which includes provisions that will impact the U.S. federal income taxation of corporations, including imposing a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. In addition, it is uncertain if and to what extent various states will confor f m to the Tax Act, the CARES Act, the IRA, R or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act or future refor f m legislation could have a material impact on the value of our net deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense. Risks Related to Our Business, Financial Condition and Capital Requirements Unfa n vorablel U.S. and global l economic condit d io t ns couldl adverse r ly affe f ct our busine i ss, fina i ncial condit d io t n or resultst of operations. Our results of operations could be adversely affe f cted by general conditions in the U.S. and global economies, the U.S. and global financial markets and adverse geopolitical and macroeconomic developments. U.S. and global market and economic conditions have been, and continue to be, disrupt r ed and volatile due to many factors, including increasing inflation rates and the responses by central banking authorities to control such inflation, geopolitical confli f cts, and bank failures, among others. General business and economic conditions that could affe f ct our business, financial condition or results of operations include fluctuations in economic growth, debt and equity capi a tal markets, liquidity of the global financial markets, access to our liquidity within the U.S. banking system, the availabi a lity and cost of credit, investor and consumer confid f ence, and the strength of the economies in which we, our manufact f ur t ers and our suppl u iers operate.
63 A severe or prolonged global economic downtur t n could result in a variety of risks to our business. For example, inflation rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in increases in our operating costs (including our labor a costs), reduced liquidity and limits on our ability to access credit or otherwise raise capital on acceptabl a e terms, if at all. In addition, the U.S. Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets may have the effe f ct of further increasing economic uncertainty and heightening these risks. Risks of a prolonged global economic downtur t n are particularly true r in Europe, which is undergoing a continued severe economic crisis. A weak or declining economy could also strain our suppl u iers and manufact f ur t ers, possibly resulting in suppl u y disrupt r ion. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business. The Federal Deposit Insurance Corporation only insures amounts up to $250,000 per depositor. Recently, we have seen the abrupt u failure of more than one regional bank. We may from time to time have balances in bank accounts that are in excess of insured deposit limits, and could be subj u ect to risks of bank failures. Similar bank failures could significantly impair our access to funding sources in amounts adequate to finance or capitalize our current and projected future business operations and could negatively impact the financial institutions with which we have direct arrangements, or the financial services industry r or economy in general. Additionally, financial markets around the world experienced volatility following the invasion of Ukraine by Russia. Further, a weak or declining economy could strain our suppl u iers and manufact f ur t ers. As a result, our business and results of operations may be adversely affe f cted by the on-going conflic f t between Ukraine and Russia and related sanctions, particularly to the extent it escalates to involve additional countries, further economic sanctions or wider military conflic f t. We have operations, as well as current and potential new suppl u iers and manufact f ur t ers, throughout Europe. If economic conditions in Europe and other key markets for our business remain uncertain or deteriorate further, we could experience adverse effe f cts on our business, financial condition or results of operations. We have incurred sign i ific f ant net losses in each period sinc i e our inception and anticipatet that we will i contin t ue to incur sign i ific f ant and increasing i net losses for the foreseeablel future.e We have incurred net losses in each reporting period since our inception, including net losses of $260.5 million, $333.8 million and $267.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, we had an accumulated deficit of $1,152.5 million. We have invested significant financial resources in research and development activities, including for our product candidates and our ABC Platform. We do not expect to generate revenue from product sales for several years, if at all. The amount of our future net losses will depend, in part, on the level of our future expenditures and our ability to generate revenue. Moreover, our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance. We expect to continue to incur significant and increasingly higher expenses and operating losses for the foreseeabl a e future. We anticipate that our expenses will increase subs u tantially if and as we: • progress our current and any future product candidates through preclinical and clinical development; • work with our contract manufact f ur t ers to scale up the manufact f ur t ing processes for our product candidates or, in the future, establ a ish and operate a manufact f ur t ing facility; • continue our research and discovery activities; • initiate and conduct additional preclinical, clinical or other studi t es for our current and any future product candidates; • change or add additional contract manufactur t ers or suppl u iers; • seek regulatory r approvals and marketing authorizations for our product candidates; • establ a ish sales, marketing and distribution infrastruc r ture to commercialize any products for which we obtain approval; • continue the development of our ABC Platform; • acquire or in-license product candidates, intellectua t l property and technologies; • make milestone, royalty or other payments due under any current or future collabor a ation or license agreements;
64 • obtain, maintain, expand, protect and enforce our intellectua t l property portfol f io; • attract, hire and retain qualified personnel; • experience any delays or encounter other issues related to our operations; • meet the requirements and demands of being a public company; and • defend against any product liability claims or other lawsuits related to our products. Our prior losses and expected future losses have had and will continue to have an adverse effe f ct on our stockholders’ equity and working capi a tal. In any particular quarter or quarters, our operating results could be below the expectations of securities analysts or investors, which could cause our stock price to decline. Drug developm l ent is a high i ly uncertai t n i undertaki t ng i and involves a substantia t l degr e ee of risk i .k We have never generated any n revenue from product sales, and we may a never generate revenue or be profita f ble. l We have no products approved for commercial sale and have not generated any revenue from product sales. We do not anticipate generating any revenue from product sales until afte f r we have successful f ly completed clinical development and received regulatory approval for the commercial sale of a product candidate, if ever. Our ability to generate revenue and achieve profita f bi a lity depends significantly on many factors, including: • successful f ly completing research and preclinical and clinical development of our product candidates; • obtaining regulatory approvals and marketing authorizations for product candidates for which we successful f ly complete clinical development and clinical trials; • developing a sustainabl a e and scalable manufact f ur t ing process for our product candidates, as well as establ a ishing and maintaining commercially viable suppl u y relationships with third parties that can provide adequate products and services to suppor u t clinical activities and any commercial demand for our product candidates; • identifying, assessing, acquiring and/or developing new product candidates; • negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter; • launching and successful f ly commercializing product candidates for which we obtain regulatory r and marketing approval, either by collaborating with a partner or, if launched independently, by establ a ishing a sales, marketing and distribution infrastructur t e; • obtaining and maintaining an adequate price for our product candidates, both in the United States and in foreign countries where our products are commercialized; • obtaining adequate reimbursement for our product candidates from payors; • obtaining market acceptance of our product candidates as viable treatment options; • addressing any competing technological and market developments; • maintaining, protecting, expanding and enforcing our portfol f io of intellectua t l property rights, including patents, trade secrets and know-how; and • attracting, hiring and retaining qualifie f d personnel. Because of the numerous risks and uncertainties associated with drug r development, we are unabl a e to predict the timing or amount of our expenses, or when we will be able to generate any meaningful f revenue or achieve or maintain profita f bi a lity, if ever. In addition, our expenses could increase beyond our current expectations if we are required by the FDA or foreign regulatory r agencies, to perform studi t es in addition to those that we currently anticipate, or if there are any delays in any of our or our future collaborators’ clinical trials or the development of any of our product candidates. Even if one or more of our product candidates is approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate and on-going compliance effo f rts.
65 Even if we are able to generate revenue from the sale of any approved products, we may not become profit f able, and we will need to obtain additional funding through one or more debt or equity financings in order to continue operations. Revenue from the sale of any product candidate for which regulatory r approval is obtained will be dependent, in part, upon the size of the markets in the territories for which we gain regulatory r approval, the accepted price for the product, the ability to get reimbursement at any price and whether we own the commercial rights for that territory. If the number of addressabl a e patients is not as significant as we anticipate, the indication approved by regulatory r authorities is narrower than we expect, or the reasonabl a y accepted population for treatment is narrowed by competition, physician choice or treatment guidelines, we may not generate significant revenue from sales of such products, even if approved. Even if we do achieve profita f bi a lity, we may not be able to sustain or increase profita f bi a lity on a quarterly or annual basis. Our failure to become and remain profita f bl a e could decrease the value of our company and could impair our ability to raise capi a tal, expand our business, maintain our research and development effo f rts, diversify f our pipeline of product candidates or continue our operations and cause a decline in the value of our common stock, all or any of which may adversely affe f ct our viability. If we fail to obtai t n i additio i nal fina i ncing, we may a be unablel to complete the developm o ent and, if approved,d commercializatio t n of our product candid d at d es t . Our operations have required subs u tantial amounts of cash since inception. To date, we have funded our operations primarily through the sale of equity securities. Developing our product candidates is expensive, and we expect to continue our spending as we advance our product candidate development effo f rts. Even if we are successful f in developing our product candidates, obtaining regulatory r approvals and launching and commercializing any product candidate will require subs u tantial additional funding. Our estimate as to how long we expect our existing cash to be availabl a e to fund our operations is based on assumptions that may prove inaccurate, and we could deplete our availabl a e capi a tal resources sooner than we currently expect. In addition, changing circumstances may cause us to increase our spending significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. We may need to raise additional funds sooner than we anticipate if we choose to expand more rapi a dly than we presently anticipate. We will require additional capital for the further development and, if approved, commercialization of our product candidates. Additional capi a tal may not be availabl a e when we need it, on terms acceptabl a e to us or at all. For example, recent geopolitical confli f cts in Europe and the Middle East created extreme volatility in the global capi a tal markets and are expected to have further global economic consequences, including disrupt r ions of the global suppl u y chain. Further, inflation rates, particularly in the United States, have increased recently to levels not seen in decades, and the Federal Reserve has raised, and may again raise, interest rates. These conditions of economic uncertainty and market volatility could limit additional capital availabl a e to us, if and when needed, and increase its cost if availabl a e. In addition, it is possible that we may not be able to access a portion of our existing cash, cash equivalents and investments due to unfor f eseen market conditions. For example, on March 10, 2023, the Federal Deposit Insurance Corporation (FDIC), took control and was appointed receiver of Silicon Valley Bank. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affe f cting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effe f ct on our business and financial condition. We currently have no committed source of additional capi a tal. If adequate capi a tal is not availabl a e to us on a timely basis, we may be required to significantly delay, scale back or discontinue our research and development programs or the commercialization of any product candidates, if approved, or be unabl a e to continue or expand our operations or otherwise capi a talize on our business opportunities, as desired, which could materially affe f ct our business, financial condition and results of operations and cause the price of our common stock to decline.
66 Due to the sign i ific f ant resources required for the developm o ent of our product candid d at d es t ,s and depe e ndin d g on our ability i to access capi a ta i l, we must prioritiz i e developm o ent of certai t n i product candid d at d es t . Moreover,r we may a expe x nd our limite i d resources on product candid d at d es t that do not yieldl a successful f product and fail to capi a ta i lize i on product candid d at d es t or indications that may a be more profita f blel or for which there is a greater likelih l ood of success. Due to the significant resources required for the development of our product candidates, we must decide which product candidates and indications to pursue and advance and the amount of resources to allocate to each. Our decisions concerning the allocation of research, development, collabor a ation, management and financial resources toward particular product candidates or therapeutic areas may not lead to the development of any viable commercial product and may divert resources away from better opportunities. If any of our future investments or allocations of research and development financial resources result in failed product candidates, our financial condition and business prospects may be significantly adversely impacted and we may never become profit f able. Similarly, our potential decisions to delay, terminate or collabor a ate with third parties in respect of certain product candidates may subs u equently also prove to be subopt u imal and could cause us to miss valuable opportunities. If we make incorrect determinations regarding the viability or market potential of any of our product candidates or misread trends in the biopharmaceutical industry, r in particular for retinal diseases, our business, financial condition and results of operations could be materially adversely affe f cted. As a result, we may fail to capitalize on viable commercial products or profit f able market opportunities, be required to forego or delay pursuit of opportunities with other product candidates or other diseases and disease pathways that may later prove to have greater commercial potential than those we choose to pursue, or relinquish valuable rights to such product candidates through collaboration, licensing or other royalty arrangements in cases in which it would have been advantageous for us to invest additional resources to retain sole development and commercialization rights. Foreign g currency c exchange rate risk i may a impact our fina i ncial position and results. We use foreign currency forward contracts to protect against changes in anticipated foreign currency cash flows resulting from changes in foreign currency exchange rates, primarily associated with non-functional currency denominated expenses. We regularly monitor our foreign currency exchange rate exposures to ensure the overall effe f ctiveness of its foreign currency exposures. While we engage in foreign currency hedging activity to reduce our risk, for accounting purpos r es, none of its foreign currency forward contracts are designated as hedges. Risks Related to Ownership of Our Common Stock The market price of our common stoc t k may a be volatile,e which couldl result in substantia t l losses for investor t sr purchasing i shares. The market price of our common stock may be volatile. For example, the closing price of our common stock from December 31, 2022 to December 31, 2023 ranged from a low of $1.40 to a high of $9.48 and from January 1, 2024 to Februa r ry 29, 2024, ranged from a low of $3.01 to a high of $6.14. As a result, shareholders may not be able to sell their common stock at or above the price that they paid for such shares. Some of the factors that may cause the market price of our common stock to fluctuate include: • the success of existing or new competitive products or technologies; • the timing and results of clinical trials for our current product candidates and any future product candidates that we may develop; • commencement or termination of collaborations for our product candidates; • failure or discontinuation of any of our product candidates; • failure to develop our ABC Platform; • results of preclinical studi t es, clinical trials or regulatory r approvals of product candidates of our competitors, or announcements about new research programs or product candidates of our competitors; • regulatory r or legal developments in the United States and other countries; • developments or disputes concerning patent applications, issued patents or other proprietary rights; • the recrui r tment or departur t e of key personnel; • the commencement of litigation; • the level of expenses related to any of our research programs, product candidates that we may develop; • the results of our effo f rts to develop additional product candidates or products;
67 • actua t l or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; • announcement or expectation of additional financing effo f rts; • sales of our common stock by us, our insiders, or other stockholders; • variations in our financial results or those of companies that are perceived to be similar to us; • changes in estimates or recommendations by securities analysts, if any, that cover our stock; • changes in the structur t e of healthcare payment systems; • market conditions in the pharmaceutical and biotechnology sectors; • general economic, industry, r and market conditions, including the current inflationary environment, lowered consumer confid f ence, bank failures, majo a r geopolitical conflic f ts; and • the other factors described in this “Risk Factors” section. In recent years, the stock market in general, and the market for pharmaceutical and biotechnology companies in particular, has experienced significant price and volume fluctuations that have ofte f n been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations, including recently in connection with health epidemics, bank failures, broader macroeconomic conditional and/or geopolitical instability, which has resulted in decreased market prices, notwithstanding the lack of a fundamental change in the underlying business models or prospects of those companies. Broad market and industry r factors may seriously affe f ct the market price of our common stock, regardless of our actua t l operating performance. In this regard, worsening economic conditions, interest rate increases and/or other tape a ring policies from the government, and other adverse effe f cts or developments relating to health epidemics or general economic environment may negatively affe f ct the market price of our common stock, regardless of our actua t l operating performance. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has ofte f n been brought against that company. Because of the potential volatility of our stock price, we may become the target of securities litigation in the future. Securities litigation could result in subs u tantial costs and divert management’s attention and resources from our business. Raising additi i onal capi a ta i l may a cause dilu i tion to our existing stoc t kholde l rs, restri t ct our operations or require us to relinquish righ i ts to our technologi o es or product candid d at d es t . We will seek additional capital through one or a combination of public and private equity offe f rings, debt financings, strategic partnerships and alliances or licensing arrangements. We, and indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offe f ring will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offe f rings. To the extent that we raise additional capi a tal through the sale of equity securities, your ownership interest will be diluted, and the terms may include liquidation or other prefer f ences that adversely affe f ct your rights as a stockholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectua t l property rights and other operating restrictions that could adversely impact our ability to conduct our business. Additionally, any future collabor a ations we enter into with third parties may provide capi a tal in the near term but limit our potential cash flow and revenue in the future. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or product candidates, or grant licenses on terms unfav f orable to us. Our principal i stoc t kholde l rs own a sign i ific f ant percentage a of our common stoc t k, which couldl limit your ability i to affe f ct the outcome of key e transactio t ns,s includin d g a change of contro t l. Our directors, executive offi f cers, significant holders of outstanding common stock and their respective affi f liates beneficially own a significant amount of our common stock. As a result, these stockholders, if they act together, will be able to influence our management and affa f irs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effe f ct of delaying or preventing a change in control of our company and might affe f ct the market price of our common stock.
68 Delaware law and provisions in our certific f atet of incorporatio t n and bylaws might g disc i ourage a ,e delay, a or prevent a change in contro t l of our company n or changes in our manage a ment and, therefor f e, depr e ess the trading i price of our common stoc t k. Provisions in our certificate of incorporation and bylaws may discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Therefor f e, these provisions could adversely affe f ct the price of our common stock. Among other things, our charter documents: • provide that vacancies on our board of directors may be filled only by a majo a rity of directors then in offi f ce, even though less than a quorum r ; • eliminate cumulative voting in the election of directors; • authorize our board of directors to issue shares of prefer f red stock and determine the price and other terms of those shares, including prefer f ences and voting rights, without stockholder approval; • provide our board of directors with the exclusive right to elect a director to fill a vacancy or newly created directorship; • permit stockholders to only take actions at a duly called annual or special meeting and not by written consent; • prohibit stockholders from calling a special meeting of stockholders; • require that stockholders give advance notice to nominate directors or subm u it proposals for consideration at stockholder meetings; • authorize our board of directors, by a majo a rity vote, to amend the bylaws; and • require the affi f rmative vote of at least 66 2/3% or more of the outstanding shares of common stock to amend many of the provisions described above. In addition, Section 203 of the General Corporation Law of the State of Delaware, or DGCL, prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affi f liates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years afte f r the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Any provision of our certificate of incorporation, bylaws, or Delaware law that has the effe f ct of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capi a tal stock and could also affe f ct the price that some investors are willing to pay for our common stock. Our bylaws provide d that the Court of Chancery of the Stat t et of Delaware and the federal dist i ri t ct courts of the United t Stat t es t of America will i be the exclusive forums for substantia t llyl alll disp i utes t between us and our stoc t kholde l rs, which couldl limit our stoc t kholde l rs’ ability i to obtai t n i a favorablel judicial forum for disp i utes t with i us or our dire i ctor t s, r offi f cers,s or empl m oy l ees. Our bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for: • any derivative action or proceeding brought on our behalf;f • any action asserting a claim of breach of fiduciary duty; • any action asserting a claim against us arising under the DGCL, our certificate of incorporation, or our bylaws; and • any action asserting a claim against us that is governed by the internal-affairs doctrine. Our bylaws further provide that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
69 These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, offi f cers, or other employees, which may discourage lawsuits against us and our directors, offi f cers, and other employees. If a court were to find either exclusive-forum provision in our bylaws to be inapplicable or unenfor f ceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business. Our bylaws further provide that unless we otherwise consent in writing, the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceabi a lity of the exclusive forum provisions of our amended and restated certific f ate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. General Risk Factors If securitie i s analys l ts do not publis l h research or repor e ts about our busine i ss or if they publis l h negat e iv t e evaluations of our stoc t k, the price of our stoc t k couldl declin l e. The trading market for our common stock will rely in part on the research and reports that industry r or financial analysts publish about us or our business. If one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline. Future sales of our common stoc t k in the public l market couldl cause our share price to declin l e, even if our busine i ss is doing i well. Sales of a subs u tantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unabl a e to predict the effe f ct that sales, particularly sales by our directors, executive offi f cers and significant stockholders, may have on the prevailing market price of our common stock. All of our outstanding shares of common stock are availabl a e for sale in the public market, subj u ect only to the restrictions of Rule 144 under the Securities Act in the case of our affi f liates. In addition, the shares of common stock subj u ect to outstanding options under our equity incentive plans and the shares reserved for future issuance under our equity incentive plans, as well as shares issuable upon vesting of restricted stock unit awards, will become eligible for sale in the public market in the future, subj u ect to certain legal and contractua t l limitations. In addition, certain holders of our common stock have the right, subj u ect to various conditions and limitations, to request we include their shares of our common stock in registration statements we may file relating to our securities. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline. A failure to maintain an effe f ctiv t e system t of internal contro t l over fina i ncial repor e ting couldl result in material misstat t em t ents of our fina i ncial stat t em t ents in future periods and may a impai m ri our ability i to comply with i the accounting i and repor e ting i requirements applic l ablel to public l companies. Furthe t rmore, our busine i ss, fina i ncial position, and results of operations couldl be adverse r ly affe f cted t .d As a public company, we are subj u ect to reporting and other obligations under the Exchange Act, including the requirements of the Sarbanes-Oxley Act of 2002, or SOX, Section 404, which require annual management assessments of the effe f ctiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to determine that our internal control over financial reporting is effe f ctive are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify f material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by SOX. These reporting and other obligations place significant demands on our management and administrative and operational resources, including accounting resources. Our management is responsible for establ a ishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonabl a e assurance regarding the reliabi a lity of financial reporting and the preparation of financial statements for external purpos r es in accordance with accounting principles generally accepted in the United States. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonabl a e possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Any failure to maintain effe f ctive internal controls could also have an adverse effe f ct on our business, financial position and results of operations.
70 ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY Risk Management and Strategy We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, hardware, software, and our high value data, including intellectua t l property, trade secrets, confid f ential and sensitive information (collectively, "Infor f mation Systems and Data"). Our Chief Information Offi f cer (“CIO") helps identify, assess and manage the Company's cybersecurity threats and risks. Depending on the environment, we implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage, mitigate and remediate material risk from cybersecurity threats to our Information Systems and Data. Our Information Security and Privacy Policy includes standards for incident response, vulnerabi a lity management, data protection and logical access controls. Our assessment and management of material risks from cybersecurity threats are integrated into our Company's overall risk management process, which, in part, establ a ishes intended uses of our computerized systems and identifies critical and/or material risks. Afte f r a system reaches operation, the risk management approach continues following standard processes for change control, system maintenance, logical access control, discrepancy management and periodic review. We use independent service providers to assist us from time to time in an effo f rt to identify, f assess, and manage material risks from cybersecurity threats. We have a vendor management process to manage cybersecurity risks associated with our use of independent service providers. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve varying methods of assessment designed to help identify cybersecurity risks associated with a provider and impose contractua t l obligations related to cybersecurity on the provider. For a description of the risks from cybersecurity threats that may materially affe f ct the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including “IfI our security i measures,s or those maintained on our behalf by CROs,s service provider d sr or othe t r third parties, are compromise i d now, or in the future,e or the security i ,y confid f en d tiality l ,y integr e ityt or availa i bili i ty i of our or othe t rs’ info n rmatio t n technology o ,y soft o wa t re,e services,s networks r ,s communicatio t ns or datat is compromised,d limite i d or fails,s this couldl result in sign i ific f ant fine i s or othe t r liability i ,y interrupt our developm l ent programs, harm our repu e tation, or othe t rwise adverse r ly affe f ct our busine i ss.” Governance The Nominating and Corporate Governance Committee of our Board of Directors is responsible for overseeing cybersecurity risk management processes, including oversight and mitigation of risk from cybersecurity threats. The Nominating and Corporate Governance Committee receives reports from the CIO, Chief Financial Offi f cer (“CFO”) or their designee concerning the Company’s material cybersecurity risks and the processes the Company has implemented in an effo f rt to mitigate them. Our cybersecurity risk assessment and management processes are implemented and maintained by the CIO. The CIO and the CFO are responsible for overall cybersecurity risk management strategy and communicating material cybersecurity priorities to the responsible board committee. The CIO has relevant cybersecurity expertise such as: leading the enterprise IT Security program for 7 years and Suppl u y Chain Cybersecurity effo f rts for 6 years at a large commercial stage biopharmaceutical company. The CIO and CFO undertake effo f rts to learn about the Company’s cybersecurity threats by reviewing security assessments and other security-related reports. Our cybersecurity incident response and vulnerabi a lity management follow our Information Security and Privacy Policy framework. This framework is designed to escalate certain cybersecurity incidents to certain management members (including the CIO and CFO) depending upon the circumstances. In addition, depending upon an incident’s particular facts, the CIO, CFO or their designee report to the Nominating and Corporate Governance Committee of the Board of Directors for certain cybersecurity incidents.
71 ITEM 2. PROPERTIES Our corporate offi f ces are located in Palo Alto, Califor f nia, where we lease approximately 155,000 square feet of offi f ce, research and development, engineering and labor a atory r space pursuant to lease agreements that commenced in June 2020. The initial lease term for 1200 Page Mill Road is 6.5 years, with an option to extend the lease term for a period of 6.5 years. The initial lease term for 1250 Page Mill Road is 13 years, with two options to extend the lease term for a period of 5 years each. Our corporate offi f ces in Palo Alto, California house subs u tantially all of our personnel. In April 2020, we entered into a lease agreement for offi f ce and labor a atory r space at Rottenstrasse 5 in Visp, Switzerland. The space is approximately 1,000 square meters. The initial lease term is 5 years, with automatic renewals every r 5 years for a maximum lease term of 15 years. ITEM 3. LEGAL PROCEEDINGS We are not a party to any material legal proceedings at this time. From time to time, we may be subj u ect to various legal proceedings and claims that arise in the ordinary course of our business activities. Although the results of litigation and claims cannot be predicted with certainty, we do not believe we are party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonabl a y expected to have a material adverse effe f ct on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES None.
72 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on the Nasdaq Global Market under the trading symbol “KOD”. Holders of Common Stock As of Februa r ry 29, 2024, there were approximately 23 holders of record of our common stock. The approximate number of holders is based upon the actual number of holders registered in our records at such date and excludes holders in “street name” or persons, partnerships, associations, corporations or other entities identifie f d in security positions listings maintained by depository trus r t companies. Dividend Policy We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeabl a e future. Recent Sales of Unregistered Securities None. Purchases of Equity Securities by the Issuer and Affi f liated Purchases None. ITEM 6. RESERVED Not applicable.
73 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERAT R IONS You should read the following disc i ussion and analys l is of our financial condition and resultst of operations together with our consolidat d ed financial statements and the related notes included else l where in this Annual Repor e t on Form 10-K. This disc i ussion and analys l is and other parts of this Annual Repor e t on Form 10-K contain forward-looking statements based upon current beliefs, f plans and expectations related to future events and our future financial perfor f mance that involve risk i s, k uncertainties and assumptions, such as statements regar e ding our intentions, plans, objectives, expectations, forecastst and projections. Our actual results and the timing of selected events could diff i er f materially from those anticipated in these forward-looking statements as a result of several factors, r including those set fortht under the section titled “Risk Factors” r and else l where in this Annual Repor e t on Form 10-K. Overview Kodiak Sciences (“we,” the “Company” or "Kodiak") is a biopharmaceutical company committed to researching, developing, and commercializing transfor f mative therapeutics to treat a broad spectrum r of retinal diseases. We are focused on bringing new science to the design and manufact f ur t e 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- r based therapies and has been at the core of Kodiak's discovery engine. We are developing a portfol f io of three late- stage clinical programs, two of which are late-stage today and derived from our ABC Platform and one which is platform- independent and which we believe can progress rapi a dly into pivotal studi t es. Kodiak's lead investigational medicine, tarcocimab, is a novel anti-VEGF antibody biopolymer conjugate under development for the treatment of high prevalence retinal vascular diseases including diabetic retinopathy, the leading cause of blindness in working-age patients in the developed world, and wet age-related macular degeneration, the leading cause of blindness in elderly patients in the developed world. KSI-501 is our second investigational medicine, a first-in-class anti-IL-6, VEGF-trap a bispecific f antibody biopolymer conjugate designed to inhibit both IL-6 mediated inflammation and VEGF-mediated angiogenesis and vascular permeability. KSI-501 is being developed for the treatment of high prevalence retinal vascular diseases to address the unmet needs of targeting multiple biologies and extended durability. Additionally, Kodiak is developing a third investigational medicine, KSI-101, a novel anti-IL-6, VEGF-trap a bispecific f protein, the unconjugated protein portion of KSI-501. Kodiak intends to develop KSI-101 for the treatment of retinal inflammatory diseases, as currently there are no availabl a e intravitreal biologic therapies addressing the spectrum of inflammatory conditions of the retina. Kodiak has expanded its early research pipeline of duet and triplet inhibitors that embed small molecules and other bioactive molecules in the biopolymer backbone k to provide a high drug- r antibody ratio (“DAR”). The diverse bioactives are designed to be released over time to achieve sustained inhibition of targeted biological pathways. We believe this unique combination of high DAR and extended therapeutic benefit offe f rs potential for broad and important utility for multifact f orial ophthalmic and systemic diseases. Recent Updates Tarcocimab Clin l ical Program Summary r and Updatet Kodiak’s lead clinical program tarcocimab a is an investigational anti-VEGF therapy built on Kodiak’s Antibody Biopolymer Conjugate (“ABC”) Platform and is designed to maintain potent and effe f ctive drug r levels in ocular tissues for longer than existing availabl a e agents. Kodiak’s objective with tarcocimab is to enable earlier treatment and prevention of vision loss for patients with diabetic retinopathy and to develop a new durability agent to improve outcomes for patients with retinal vascular diseases. To date, tarcocimab has been studi t ed in six pivotal clinical studi t es: Phase 3 GLOW1 study t in non-prolifer f ative diabetic retinopathy (“NPDR”), Phase 3 BEACON study t in retinal vein occlusion (“RVO”), Phase 3 DAYLIGHT study t in wet age- related macular degeneration (“wet AMD”), Phase 3 GLEAM and GLIMMER studi t es with identical study t design in diabetic macular edema (“DME”), and Phase 2/3 DAZZLE study t in wet AMD. Of the six registrational studi t es, GLOW1, BEACON and DAYLIGHT successful f ly met the primary endpoint. More information about study t design and results from each individual pivotal study t are summarized below:
74 GLOW1 W – Phase 3 Study in Patients with Non-Prolifer f ative Diabetic Retinopathy without DME M The Phase 3 GLOW1 study t was a global, multi-center, randomized pivotal supe u riority study t designed to evaluate the effi f cacy and safety of tarcocimab in treatment-naïve patients with moderately severe to severe NPDR. Patients were randomized to receive either tarcocimab every r six months afte f r initiating doses given at baseline, 8 weeks and 20 weeks into the study, t or to receive sham inje n ctions. The primary endpoint was at one year. On November 6, 2023, Kodiak announced that GLOW1 met its primary endpoint of the proportion of patients with at least a 2-step improvement on the Diabetic Retinopathy Severity Scale (DRSS) score, a grading system measuring the degree of retinopathy. Tarcocimab achieved a 29-fold increased response rate ratio, with 41.1% of evaluabl a e patients on tarcocimab a demonstrating at least 2-step improvement versus 1.4% of evaluabl a e patients in the sham group (p less than 0.0001). Visual acuity and retinal anatomy were improved and stable with tarcocimab on its extended-dosing intervals. At one year, GLOW1 also met its key secondary endpoint of greater reductions in the proportion of patients developing sight-threatening complications (such as diabetic macular edema and prolifer f ative diabetic retinopathy), versus sham, demonstrating an 89% decreased risk, achieving 21.0% versus 2.3% (p less than 0.0001). Tarcocimab a also showed a 95% risk reduction in the development of DME, versus sham, from 13.7% on sham versus 0.7% on tarcocimab. a The rates of serious ocular adverse events and intraocular inflammation in patients treated with tarcocimab a and sham were similar. BEACON – Phase 3 Study in Patientst with Treatment-Naïve Retinal Vein Occlusion The Phase 3 BEACON study t was a randomized, double-masked, multicenter, active comparator-controlled study t in treatment naïve patients with vision loss and macular edema due to retinal vein occlusion, including both branch ("BRVO") and central ("CRVO") subt u ypes. In the initial six months of the study, t patients received tarcocimab a on a fixed every- r 8-week dosing regimen following 2 monthly loading doses or afli f bercept 2mg on a fixed monthly dosing regimen per its labe a l. In the second six months of the study, t tarcocimab and afli f bercept were tested head-to-head according to a pro re nata (“PRN" R ) protocol in which patients in both groups were treated only when disease reactivated according to matched predefin f ed disease activity criteria. In August 2022, Kodiak announced that the BEACON study t met the primary effi f cacy endpoint of non-inferior visual acuity change from baseline at week 24 for subj u ects given tarcocimab a every r two months afte f r 2 monthly loading doses compared to subj u ects given monthly aflib f ercept. On September 7, 2023, Kodiak announced new one-year results from the BEACON study. t Tarcocimab a demonstrated matched effi f cacy with differentiated durability versus afli f bercept in the head-to-head comparison. Afte f r 4 initiating doses in the first 6 months, 47% of tarcocimab-treated patients required no additional inje n ctions in the second 6 months while matching the vision and anatomic outcomes of afli f bercept-treated patients. Despite receiving 6 initiating monthly doses, only 37% of aflib f ercept patients were inje n ction free in the second half of the study. t 77% of tarcocimab a treated patients received 5 or fewer doses in year one, while 93% of aflib f ercept treated patients received 6 or more doses. BRVO patients received a median of 4.0 inje n ctions on tarcocimab versus 7.0 inje n ctions of afli f bercept. Despite materially fewer inje n ctions in tarcocimab a treated patients, vision outcomes favored tarcocimab- a treated patients achieving an observed mean of 76.6 letters versus 75.6 letters for aflib f ercept treated patients. All RVO patients received a median of 5.0 inje n ctions on tarcocimab a versus 7.0 inje n ctions of aflib f ercept. Despite materially fewer inje n ctions in tarcocimab treated patients, vision outcomes favored tarcocimab- a treated patients achieving an observed mean of 74.6 letters versus 74.3 letters for afli f bercept treated patients. Safety and tolerabi a lity were comparable between tarcocimab a and aflib f ercept. Intraocular inflammation (IOI) rate was comparable between groups (tarcocimab a 2.5% vs afli f bercept 0.7%). No cases of inflammation associated with vascular occlusion or vasculitis were reported. DAYLIGH I T H – Phase 3 Study in Patientst with Treatment-Naïve Wet AMD M The DAYLIGHT study t was a randomized, double-masked, active comparator-controlled study t evaluating the effi f cacy and safety of a high intensity dosing regimen of tarcocimab a in 557 treatment-naïve subj u ects with wet AMD. On July 24, 2023, Kodiak announced that the DAYLIGHT study t met the primary endpoint of non-inferior visual acuity gains at year 1 for tarcocimab a dosed monthly compared to aflib f ercept dosed every r 8 weeks following 3 monthly loading doses. Intraocular inflammation occurred in 3.3% of patients treated with monthly tarcocimab a and 0.4% of patients treated with aflib f ercept with no vasculitis or occlusion. GLEAM / GLIMMER E – Paired Phase 3 Studies in Patients with Treatment-Naïve Diabetic Macular Edem d a The GLEAM and GLIMMER studi t es were identically designed, randomized, double-masked, active comparator- controlled studi t es evaluating the effi f cacy, durability and safety of tarcocimab a in 460 and 457 treatment-naïve subj u ects with DME, respectively, run in parallel.
75 On July 24, 2023, Kodiak announced that although high proportions of patients on meaningful f ly longer treatment intervals were observed with tarcocimab, a with half of patients on every r 24-week dosing at the primary r endpoint, the GLEAM and GLIMMER studi t es did not meet their primary effi f cacy endpoints of showing non-inferior visual acuity gains for tarcocimab a dosed every 8 to 24 weeks afte f r 3 monthly loading doses compared to aflib f ercept given every r 8 weeks afte f r 5 monthly loading doses. At the primary effi f cacy endpoint of the GLEAM study, t patients treated with tarcocimab gained an observed average of 6.4 eye chart letters (to 73.1 letters), compared with 10.3 letters for patients treated with aflib f ercept (to 76.5 letters). In GLIMMER, patients treated with tarcocimab a gained an observed average of 7.4 eye chart letters at the primary r endpoint (to 72.5 letters) compared with 12.2 letters (to 76.4 letters) for patients treated with afli f bercept. An unexpected increase in cataract adverse events was reported over time in the tarcocimab arms of both GLEAM and GLIMMER, with 19% on tarcocimab a versus 9% on afli f bercept at the primary endpoint based on the pooled safety population. Kodiak’s evaluation suggested that the decline in visual acuity associated with cataracts likely contributed meaningful f ly to the failure of each study. t Half of tarcocimab a treated patients in the GLEAM and GLIMMER studi t es were on every r 24-week dosing at the primary r endpoint, two-thirds achieved at least one 6-month dosing interval during the studi t es, and three-quarters achieved at least one 5-month or longer treatment interval. Intraocular inflammation was rare, occurring in 1.3% and 0.2% of tarcocimab and aflib f ercept treated patients, respectively. No cases of intraocular inflammation with vasculitis or vascular occlusion were observed. DAZZLE – Phase 2b/3/ Study in Patientst with Treatment-Naïve Wet AMD M The DAZZLE study t was a global, multi-center, randomized pivotal study t designed to evaluate the durability, effi f cacy and safety of tarcocimab a in patients with treatment-naïve wet AMD. In Februa r ry 2022 Kodiak announced that this initial pivotal study t did not meet its primary effi f cacy endpoint of non-inferior visual acuity gains for subj u ects dosed on extended regimens every r 12-, 16- or 20 weeks with tarcocimab compared to subj u ects given aflib f ercept every r 8 weeks. Following this announcement, Kodiak discontinued the study t and concluded remaining trial-associated activities. Given we have three successful f Phase 3 studi t es across three different diseases, an additional successful f pivotal study t in one of these indications is required for regulatory r approval. We believe tarcocimab a demonstrated strong and consistent durability of approximately 6 months for the majo a rity of patients and favorable safety across the full pivotal program, and we believe tarcocimab has the potential to become an important medicine for patients and a meaningful f ly differentiated product in the marketpl t ace. Therefor f e, we have activated GLOW2, a Phase 3 study t in diabetic retinopathy (“DR”). The GLOW2 stud t y has a similar design as GLOW1 with the benefit of an additional, third monthly loading dose (weeks 0, 4 and 8). We discussed the study t design with the FDA, and the study t is currently recrui r ting patients. Additionally, in light of the importance of wet AMD in today’s anti-VEGF market, we also plan to study t tarcocimab a as a second investigational arm in the KSI-501 Phase 3 DAYBREAK study t to evaluate its durability, strengthen its competitive position in wet AMD and bolster our ex-US regulatory r dossier. We are discussing the study t design of DAYBREAK with the FDA and plan to initiate the study t as soon as regulatory r alignment is completed, which we hope is mid-2024. We made adju d stments to the tarcocimab a product that improve the manufact f ur t ability in a prefille f d syringe and we believe may also enhance the utility of the product. We believe now is the time to implement these changes given the additional clinical studi t es we plan to conduct, and the FDA has agreed that these additional clinical studi t es should be sufficient to bridge the former material to the go-to-market material we would like to commercialize going forward. Both GLOW2 and DAYBREAK will be run using our go-to-market formulation of tarcocimab. a Antibody Biopolym l er Conjugatet Drug Substan t ce Manufac f turing i In August 2020, we entered into a manufac f turing agreement with Lonza Ltd (“Lonza”) for the clinical and commercial suppl u y of the Company’s antibody biopolymer conjugate drug r subs u tance which included a custom-built manufact f ur t ing facility. The manufactur t ing agreement has an initial term of 8 years, and the Company has the right to extend the term up to a total of 16 years. The Company and Lonza each have the ability to terminate this agreement upon the occurrence of certain events. In April 2021, the agreement was amended to provide for greater manufac f turing flexibility, to define a comprehensive mandate as an antibody biopolymer conjugates manufact f ur t ing facility to be used for the Company’s antibody biopolymer conjugates pipeline, at clinical as well as commercial scales, across a broad capacity range under the tight quality controls required for ophthalmology and retinal medicines, and to allow for future process and equipment changes as needed.
76 Under the agreement, Kodiak and Lonza planned a custom-built facility (“Ursus”) dedicated to the commercial-scale manufac f turing of Kodiak’s drug r subs u tance. In January 2023, the custom-built manufact f ur t ing suite Ursus was commissioned as a cGMP facility. Kodiak worked together with Lonza and regulatory r authorities to obtain approval for Ursus, and we released our first commercial scale cGMP batch of tarcocimab in July 2023. In October 2023, Kodiak made a final payment of $26.8 million to Lonza for final activation of Ursus. Separately, tarcocimab a drug r product based on our go-to-market formulation was released in March 2024 and is ready for use in the GLOW2 and DAYBREAK pivotal studi t es. KSI- S 501 Clin l ical Program Updatet KSI-501 is a first-in-class bispecific f molecule designed to inhibit two mechanisms implicated in retinal diseases: vascular endothelial growth factor (“VEGF”) and interleukin-6 (“IL-6”). IL-6 is a pro-inflammatory cytokine and growth factor implicated in the pathophysiology of multiple retinal diseases and, in conditions for which anti-VEGF treatment is used, elevated levels of ocular IL-6 have been associated with poor anti-VEGF treatment response. The bispecific mechanism of action of KSI-501 is designed to provide potent inhibition of (i) VEGF-mediated angiogenesis and vascular permeability through a solubl u e decoy receptor inhibiting the binding of VEGF-A and PLGF to their cognate receptors and (ii) IL-6 mediated inflammation through an antibody that binds solubl u e interleukin-6, inhibiting its binding to both solubl u e and membrane-bound IL-6 receptors. In cell-based assays, KSI-501 inhibited angiogenesis and also normalized inner and outer blood retinal barriers; dual inhibition of VEGF and IL-6 by KSI-501 confer f red supe u rior normalization of cell morphology and junctional biology compared to either anti-VEGF or anti-IL-6 monotherapy. a We believe KSI-501 has the potential to become a new category r of retinal medicines with greater therapeutic effi f cacy than existing therapies. Kodiak intends to develop KSI-501 as two therapeutic programs in parallel, KSI-501 (formerly KSI-501ABC) and KSI- 101 (formerly KSI-501P), to address different unmet needs. KSI- S 501 KSI-501 is an anti-IL-6, VEGF-trap a bispecific antibody biopolymer conjugate built on the ABC platform and is being developed for high prevalence retinal vascular diseases to address the unmet needs of targeting multiple biologies and extended durability. A Phase 1 trial was conducted to evaluate its safety, tolerabi a lity and bioactivity in DME patients. In Februa r ry 2024, the Phase 1 stud t y results were presented at the Angiogenesis, Exudation, and Degeneration 2024 Virtua t l Meeting. Kodiak believes the Phase 1 study t met its objectives: 1) repeated monthly dosing of KSI-501 was safe and well tolerated; 2) KSI-501 demonstrated bioactivity in both functional (vision) and anatomical (OCT CST) measures. Kodiak intends to advance KSI-501 into a Phase 3 study t DAYBREAK in 2024 to evaluate its effi f cacy, durability and safety in wet AMD. The DAYBREAK study t is intended to be a non-inferiority study t evaluating KSI-501 dosed every r 4 to 24 weeks, compared to aflib f ercept dosed per labe a l. The DAYBREAK study t will use an enhanced formulation of KSI-501 educ d ated from tarcocimab’ a s commercial manufact f ur t ing scale-up. We are in the process of obtaining regulatory r feedba d ck on the study t design and intend to initiate the study t as soon as regulatory r alignment is completed, targeting mid-2024. KSI- S 101 KSI-101 is the unconjugated protein portion of KSI-501 and is a novel bispecific protein targeting IL-6 and VEGF. We intend to develop KSI-101 for patients who have retinal fluid and inflammation. Currently there are no availabl a e intravitreal biologic therapies addressing the spectrum of inflammatory conditions of the retina. We believe that retinal inflammatory conditions represent a new market segment separate from the establ a ished anti-VEGF market. KSI-101 is a clinical prospect with opportunities and risks uncoupled from the ABC Platform, and as such is an important part of our late-phase portfolio. We intend to initiate a dose-finding Phase 1b study t in the second quarter of 2024 to evaluate its safety and tolerabi a lity and identify two dose levels to progress into pivotal studi t es. We are currently in the process of obtaining regulatory r feedba d ck on the design of the pivotal program, and we hope to initiate dual Phase 2b/3 studi t es later in 2024. KSI- S 501 and KSI- S 101 manufa u cturing We have been progressing the manufact f ur t ing of KSI-501 and KSI-101 in preparation for the anticipated clinical studi t es. Clinical material for both KSI-501 (50 mg/mL strength in our enhanced formulation) and KSI-101 (100 mg/mL strength) were successful f ly manufactur t ed in the first quarter of 2024.
77 Technology o Plat l fo t rm Developm l ent We continued progressing our technology development with our “due d t” and “triplet” inhibitors that embed small molecules and other bioactive molecules in the biopolymer backbone k to provide a high drug- r antibody ratio ("DAR"). The diverse bioactives are designed to be released over time to achieve sustained inhibition of targeted biological pathways. The biopolymer embedded with its poly-pharmacy payloads is conjugated to a protein therapeutic to form a “triplet” for tissue and cell targeting or omits the protein therapeutic to form a “due d t”. We believe this unique combination of high DAR and extended therapeutic benefit offe f rs potential for broad and important utility for multifac f torial ophthalmic and systemic diseases. Digi i ta i l Health l Plat l fo t rm Developm o ent We are developing a visual engagement technology and imager (“VETi”) designed by Kodiak engineers initially to be used by eye care profes f sionals for vision and ophthalmic anatomical examination, diagnosis and monitoring. Our longer-term goal with VETi, built with semiconductor technologies, is to deliver a wearable device for long-term health engagement and monitoring. We believe the Kodiak VETi platform as a medical engagement and imaging platform has the potential to disrupt r ophthalmology clinical trials by enabling new trial endpoints, thereby enabling faster and more cost-effective medicines development in ophthalmic disease, an area that historically requires lengthy and expensive trials. VETi may also aid in market build and shaping for undertreated or underdiagnosed diseases, such as diabetic eye diseases where Kodiak’s product candidates tarcocimab and KSI-501 are being studi t ed and where early treatment and prevention may allow patients to achieve better outcomes. Financial Operations Overview Since inception in June 2009, we have devoted subs u tantially all of our resources to discovering and developing product candidates and manufac f turing processes, building our ABC Platform and assembling our core capabilities in drug r development for high prevalence retinal diseases. We plan to continue to use third-party contract research organizations, or CROs, to carry out our preclinical and clinical development. We rely on third-party contract manufac f turing organizations, or CMOs, to manufact f ur t e and supp u ly our preclinical and clinical materials to be used during the development of our product candidates. We continue to invest in commercial manufact f ur t ing capacity. We do not have any products approved for sale and have not generated any product revenue since inception. We have funded our operations primarily through the sale and issuance of equity securities. In October 2018, we completed our initial public offe f ring, or IPO. In December 2019, we completed a follow-on offe f ring. In November 2020, we completed a second follow-on offe f ring. We have incurred significant operating losses to date and expect that our operating losses will increase signific f antly as we advance our product candidates, through preclinical and clinical development, seek regulatory r approval, prepare for and, if approved, proceed to commercialization; broaden and improve our platform; acquire, discover, validate and develop additional product candidates; obtain, maintain, protect and enforce our intellectua t l property portfol f io; and hire additional personnel. We expect to continue to incur additional costs associated with operating as a public company. Our net loss was $260.5 million, $333.8 million and $267.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, we had an accumulated deficit of $1,152.5 million. Our ability to generate product revenue will depend on the successful f development and eventual commercialization of one or more of our product candidates. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, including potential collabor a ations with other companies or other strategic transactions. Adequate funding may not be availabl a e to us on acceptable terms, or at all. If we fail to raise capi a tal or enter into such agreements as, and when, needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of tarcocimab for RVO, wet AMD, or DR or delay our effo f rts to advance and expand our product pipeline. As of December 31, 2023, we had cash and cash equivalents of $285.5 million.
78 Components of Operating Results Research and Developm o ent Expe x nses Subs u tantially all of our research and development expenses consist of expenses incurred in connection with the development of our product candidates and ABC Platform. These expenses include certain payroll and personnel expenses, including stock-based compensation, for our research and product development employees; labor a atory r suppl u ies and facility costs; consulting costs; contract manufact f ur t ing and fees paid to CROs to conduct certain research and development activities on our behalf;f 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 manufact f ur t ing and preclinical and clinical studi t es, are generally recognized based on an evaluation of the progress to completion of specific tasks. Nonrefunda f bl a e 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 subs u tantially all of our resources and development effo f rts on the development of our product candidates. Predicting the timing or the final cost to complete our clinical program or validation of our commercial manufac f turing and suppl u y 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 r 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 unabl a e to predict when or if our drug r candidates will receive regulatory r approval with any certainty. General and Admi d nist i rative Expe x nses General and administrative expenses consist principally of payroll and personnel expenses, including stock-based compensation; profes f sional fees for legal, consulting, accounting and tax services; compliance costs associated with being a public company; allocated overhead, including rent, equipment, depreciation and utilities; and other general operating expenses not otherwise classified as research and development expenses. Interest Income Interest income consists primarily of interest income earned on our cash, cash equivalents and marketable securities. Other Income (Exp E ense), e Net Other income (expense), net consists primarily of the change in fair value and settlement of derivative contracts, tax expense and the amortized issuance costs from the liabi a lity related to the future sale of royalties to Baker Bros. Advisors, LP ("BBA") in 2019. Results of Operations The following tabl a e summarizes the results of our operations for the periods indicated (in thousands, except percentages): Year Ended December 31, Change 2023 2022 Dollar Percent Operating expenses Research and development $ 206,298 $ 267,591 $ (61,293) (23%) General and administrative 71,023 73,788 (2,765) (4%) Loss from operations (277,321) (341,379) 64,058 (19%) Interest income 16,733 7,071 9,662 137% Interest expense (13) (18) 5 * Other income (expense), net 110 503 (393) * Net loss $ (260,491) $ (333,823) $ 73,332 (22%) * Change is not meaningful f Research and Developm o ent Expe x nses Research and development expenses decreased $61.3 million, or 23%, during the year ended December 31, 2023 as compared to 2022.
79 The following tabl a e summarizes our research and development expenses for the periods indicated (in thousands): Year Ended December 31, Change 2023 2022 Dollar Tarcocimab a program expenses $ 90,513 $ 132,953 $ (42,440) KSI-501 program expenses 7,264 6,964 300 ABC Platform and other program expenses 20,997 27,409 (6,412) Payroll and personnel expenses 65,382 79,314 (13,932) Facilities and other research and development expenses 22,142 20,951 1,191 Total research and development expenses $ 206,298 $ 267,591 $ (61,293) Tarcocimab a program expenses decreased $42.4 million during the year ended December 31, 2023 as compared to 2022, primarily driven by the wind-down of the pivotal clinical studi t es in the tarcocimab a development program. The Phase 1 study t of KSI-501 began enrolling patients with DME in the beginning of the second quarter of 2023. KSI- 501 program expenses increased $0.3 million during the year ended December 31, 2023 as compared to 2022, primarily due to clinical trial progression, partially offs f et by a decrease in manufact f ur t ing activities. ABC Platform and other program expenses decreased $6.4 million during the year ended December 31, 2023 as compared to 2022, primarily due to timing of manufactur t ing runs. Payroll and personnel expenses decreased $13.9 million during the year ended December 31, 2023 as compared to 2022, primarily driven by forfeitur t es related to stock-based compensation expense. Facilities and other research and development expenses increased $1.2 million during the year ended December 31, 2023 as compared to 2022, due to a variety of activities including the expense related to the lease component of the Ursus manufac f turing facility, which commenced in 2023. General and Admi d nist i rative Expe x nses General and administrative expenses decreased $2.8 million, or 4%, during the year ended December 31, 2023 as compared to 2022, primarily driven by a decrease in profes f sional fees for consulting, legal and accounting expenses. Interest Income Interest income increased $9.7 million during the year ended December 31, 2023 as compared to 2022, which was mainly attributable to higher interest rates earned in 2023. Other Income (Exp E ense), e Net Other income (expense), net decreased $0.4 million during the year ended December 31, 2023 as compared to 2022, which was mainly attributable to gain from settlement of foreign currency forward contracts in 2022. Comparison of the Fisc i al Yearsr Ended December 31, 2022 and 2021 For a comparison of our results of operations for the fiscal years ended December 31, 2022 and 2021, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 28, 2023. Liquidity and Capital Resources; Plan of Operations Sources of Liquidity d We have funded our operations primarily through the sale and issuance of common stock, redeemable convertible prefer f red stock, convertible notes, warrants and the sale of royalties. As of December 31, 2023, we had cash and cash equivalents of $285.5 million. We believe that our current cash and cash equivalents will be sufficient to suppor u t our operations into 2026.
80 Future Fundin d g Requirements We have incurred net losses since our inception. For the years ended December 31, 2023, 2022 and 2021, we had net losses of $260.5 million, $333.8 million, and $267.0 million, of which $88.6 million, $106.0 million, and $61.4 million related to non-cash stock-based compensation expense, respectively. We expect to continue to incur additional losses in future periods. As of December 31, 2023, we had an accumulated deficit of $1,152.5 million. We believe that the cash and cash equivalents will be sufficient to meet our anticipated operating and capital expenditure requirements at least 12 months following the date of this Annual Report on Form 10-K. We have based these estimates on assumptions that may prove to be wrong, and we could deplete our availabl a e capi a tal resources sooner than we expect. Because of the risks and uncertainties associated with research, development and commercialization of product candidates, we are unabl a e 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 r approval of and commercialize any of our product candidates or enter into collabor a ative agreements with third parties, and we do not know when, or if,f 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,f and seek regulatory r approvals for, our product candidates, and begin to commercialize any approved products. We are subj u ect to all of the risks typically related to the development of new product candidates, and we may encounter unfor f eseen expenses, difficulties, complications, delays and other unknown factors that may adversely affe f ct our business. We have based these estimates on assumptions that may prove to be wrong, and we could deplete our capi a tal 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 r discovery, preclinical development activities, labo a ratory testing and clinical trials for our product candidates; • the number and scope of clinical programs we decide to pursue; • the scope and costs of manufact f ur t ing development and commercial manufac f turing activities; • the extent to which we acquire or in-license other product candidates and technologies; • the cost, timing and outcome of regulatory r review of our product candidates; • the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectua t l property rights and defending intellectua t l property-related claims; • our ability to establ a ish and maintain collabor a ations on favorable terms, if at all; • our effo f rts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to suppor u t the development of our product candidates; • the costs associated with being a public company; 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 capi a tal 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 unabl a e 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 f to develop and commercialize ourselves. The significant uncertainties caused by any public health crises, the on-going geopolitical conflic f ts, inflation, rising interest rates, bank failures, ongoing suppl u y chain disrupt r ions and volatile equity capi a tal markets may also negatively impact our operations and capital resources. We and our key clinical and manufact f ur t ing partners have been able to continue to advance our operations, and we continue to monitor the impact of the afor f ementioned events on our ability to continue the
81 development of,f and seek regulatory r approvals for, our product candidates, and begin to commercialize any approved products. One or more of these events may ultimately have a material adverse effe f ct on our liquidity and operating plans. Adequate additional funding may not be availabl a e to us on acceptabl a e 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 titled “Risk Factors” for additional risks associated with our subs u tantial capital requirements. Summary Stat t em t ent of Cash Flow l s The following tabl a e sets forth the primary sources and uses of cash for each of the periods presented below (in thousands): Year Ended December 31, 2023 2022 Net cash provided by (used in): Operating activities $ (154,183) $ (206,459) Investing activities 249,226 (336,513) Financing activities 31 1,895 Net increase (decrease) in cash, cash equivalents and restricted cash $ 95,074 $ (541,077) Cash Flows w from Operating Activities Net cash used in operating activities decreased to $154.2 million for the year ended December 31, 2023, primarily attributable to a decrease in net loss during the year driven by the maturation of the tarcocimab a clinical program and timing of manufac f turing activities. Cash used in operating activities was also driven by changes in operating assets and liabi a lities. Cash Flows w from Investing Activities Net cash provided by investing activities was $249.2 million for the year ended December 31, 2023, primarily related to net maturities of marketable securities of $290.7 million, partially offs f et by capital expenditures of $41.4 million during the year. Material Cash Requirements and Material Known Contractual Obligations and Commitments Operating Leases Operating lease payments represent our commitment for future minimum rent made under non-cancelabl a e leases for our corporate offi f ces in Palo Alto, California, offi f ce and labor a atory r space in Visp, Switzerland, and related to our Ursus facility. Total future undiscounted payments for our operating lease obligations as of December 31, 2023 were $105.0 million, of which $14.8 million is due in the next twelve months. Manufac f turing Agre g ements The Company has entered into service and equipment purchase agreements in the normal course of business with various providers, which can contain minimum commitments or other noncancelable obligations. As of December 31, 2023, future contractua t l obligations related to these manufact f ur t ing agreements that may be subj u ect to cancellation fees was $15.4 million, of which $11.0 million is expected to be due in the next twelve months. In addition, future manufac f turing contractua t l obligations totaling approximately 123.0 million Swiss Francs may be incurred for the potential clinical and commercial suppl u y of tarcocimab a and other antibody biopolymer conjugates medicines based on the agreements with Lonza for production at the Ursus Facility. For further information on our leases and manufact f ur t ing agreements, refer to Note 8 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Clinical Agre g ements The Company may incur potential contingent payments upon our achievement of clinical, regulatory r and commercial milestones, as applicable. Due to the uncertainty of the achievement and timing of the events requiring payment under these agreements, the amounts to be paid by us are not fixed or determinable at this time.
82 Critical Accounting Policies, Signific f ant Judgments and Use of Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affe f ct the reported amounts of assets and liabi a lities, the disclosure of contingent assets and liabi a lities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonabl a e under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabi a lities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. Accrued Research and Develop l ment Our accrue r d research and development costs are estimated based on the level of services performed, including the phase or completion of events, and contracted costs. Accrue r d clinical trial and related costs are estimated using data such as patient enrollment, clinical site activations or information provided by outside service providers regarding their actual costs incurred. Management determined accrua r l estimates through reports from and discussions with clinical personnel and outside service providers as to the progress of trials, or the services completed. The estimated costs of research and development provided, but not yet invoiced, are included in accrue r d liabi a lities and other current liabi a lities on the consolidated balance sheet. If the actua t l timing of the performance of services or the level of effo f rt varies from the original estimates, we will adju d st the accrua r l accordingly. Payments made to third parties under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other assets until the services are rendered. Stoc t k-Ba - sed Compensation We measure and recognize compensation expense for all stock-based awards made to employees, directors and non-employees, based on estimated fair values of the awards on the grant date and recognized using the straight-line method over the requisite service period. The fair value of options is estimated on the grant date using the Black-Scholes option valuation model or Monte Carlo simulation model. The calculation of stock-based compensation expense requires that we make certain assumptions and judgments about a number of complex and subj u ective variables used in the valuation model, including the expected term, expected volatility of the underlying common stock and risk-fre f e interest rate. Our stock-based awards are subj u ect to either service, performance-based or market-based vesting conditions. We evaluate whether achievement of the performance conditions is probabl a e and record expense over the appropriate service period based on this assessment. Changes in these assumptions can materially affe f ct the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subj u ective and generally require significant analysis and judgment to develop. See Note 12 to our consolidated financial statements for stock-based compensation expense and related assumptions used in determining the fair value of our awards. Impai m rm i ent of Long-L g ived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverabl a e. Recoverabi a lity is measured by comparison of the carrying amount of the assets to the estimated undiscounted net cash flows which the assets are expected to generate. If such assets are deemed not recoverabl a e, an impairment loss is recognized in the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. We applied significant judgment in determining we have one asset group and that there is no lower level to group assets for impairment testing. The determination of the asset group primarily considers the interdependencies of our assets, shared cost structur t e, and the interrelated future cash flow generation. We assessed the recoverabi a lity of our asset group in 2023 based on our decision to wind-down the tarcocimab a program following the topline results from the Phase 3 GLEAM and GLIMMER studi t es. We determined that the estimated undiscounted net cash flows which the asset group is forecasted to generate exceeded the carrying amount of the asset group and therefor f e, no impairment loss was recognized in 2023. Recent Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is discussed under Note 2 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
83 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK We are exposed to market risk related to changes in interest rates. As of December 31, 2023, we had cash and cash equivalents of $285.5 million, primarily invested in money market funds. As of December 31, 2022, we had cash, cash equivalents, and marketable securities of $478.9 million, primarily invested in money market funds and U.S. treasury r securities. Due to the short-term nature of the instruments held as of December 31, 2023, we do not believe that a hypothetical 100 basis point, or one percentage point, change in interest rates from levels at December 31, 2023 would have a material impact on the realized value of our cash equivalents. Declines in interest rates, however, would reduce future interest income and cash flows. We do not believe that other market risks, like foreign currency exchange rate risk, had a significant impact on our results of operations for any periods presented herein. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Publ u ic Accounting Firm (PCAOB ID: 238) 84 Consolidated Financial Statements Consolidated Balance Sheets 86 Consolidated Statements of Operations and Comprehensive Loss 87 Consolidated Statements of Stockholders’ Equity 88 Consolidated Statements of Cash Flows 89 Notes to Consolidated Financial Statements 90
84 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Kodiak Sciences Inc. Opinion on the Fina i ncial Stat t em t ents We have audited the accompanying consolidated balance sheets of Kodiak Sciences Inc. and its subs u idiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in confor f mity with accounting principles generally accepted in the United States of America. Basisi for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Publ u ic Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonabl a e assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpos r e of expressing an opinion on the effe f ctiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedur d es to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedur d es that respond to those risks. Such procedur d es included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and signific f ant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonabl a e basis for our opinion.
85 Critical Auditi Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subj u ective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Determination of the Asset Group Used in the Long-Lived Assets Impai m rment Assessment As described in Note 2 to the consolidated financial statements, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverabl a e. Recoverabi a lity is measured by comparison of the carrying amount of the assets to the estimated undiscounted net cash flows which the assets are expected to generate. Management applied significant judgment and determined that the Company has one asset group and that there is not a lower level to group assets for impairment testing. The determination of asset group primarily considers the interdependencies of the Company’s assets, shared costs structur t e, and the interrelated future cash flow generation. Management assessed the recoverabi a lity of the Company’s long-lived assets in 2023 based on the Company’s decision to wind-down the tarcocimab program following the topline results from the Phase 3 GLEAM and GLIMMER studi t es. Management determined that the estimated undiscounted net cash flows which the assets are forecasted to generate exceeded the carrying amount of the assets. Therefor f e, no impairment loss was recognized in 2023. As of December 31, 2023, the Company’s consolidated long-lived assets balance was $183.7 million. The principal considerations for our determination that performing procedur d es relating to the determination of the asset group used in the long-lived assets impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the estimated undiscounted net cash flows of the long-lived asset group, specifically the determination of the asset group and primary r asset for the asset group and (ii) a high degree of auditor judgment, subj u ectivity and effo f rt in performing procedur d es related to management’s determination of the asset group and primary asset for the asset group used in the long-lived assets impairment assessment. d Addressing the matter involved performing procedur d es and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedur d es included, among others (i) understanding management’s process for developing the estimated undiscounted net cash flows of the long-lived asset group; (ii) evaluating the appropriateness of management’s determination of the asset group used in the long-lived assets impairment assessment by evaluating the level for which identifiable cash flows are largely independent of the cash flows of other assets and liabi a lities; and (iii) evaluating the appropriateness of management’s determination of the primary asset for the asset group which included comparing the estimated future cash flows derived from the primary asset compared to other assets within the asset group. /s/ PricewaterhouseCoopers LLP San Jose, Califor f nia March 28, 2024 We have served as the Company’s auditor since 2016.
86 Kodiak Sciences Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 285,507 $ 190,433 Marketable securities — 288,500 Prepaid expenses and other current assets 3,802 7,072 Total current assets 289,309 486,005 Restricted cash 6,324 6,324 Property and equipment, net 120,482 56,384 Operating lease right-of-use asset 54,541 59,369 Other assets 8,716 58,546 Total assets $ 479,372 $ 666,628 Liabilities and stockholders’ equity Current liabilities: Accounts payabl a e $ 13,608 $ 9,130 Accrue r d and other current liabilities 18,351 33,440 Operating lease liabi a lity 9,770 9,926 Total current liabi a lities 41,729 52,496 Operating lease liabi a lity, net of current portion 71,862 77,807 Liability related to sale of future royalties 100,000 99,996 Other liabi a lities — 162 Total liabi a lities 213,591 230,461 Commitments and contingencies (Note 8) Stockholders’ equity: Prefer f red stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively — — Common stock, $0.0001 par value, 490,000,000 shares authorized at December 31, 2023 and December 31, 2022; 52,508,602 and 52,333,850 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 5 5 Additional paid-in capital 1,418,307 1,329,509 Accumulated other comprehensive income (loss) — (1,307) Accumulated deficit (1,152,531) (892,040) Total stockholders’ equity 265,781 436,167 Total liabi a lities and stockholders’ equity $ 479,372 $ 666,628 The accompanying notes are an integral part of these consolidated financial statements.
87 Kodiak Sciences Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) Year Ended December 31, 2023 2022 2021 Operating expenses Research and development $ 206,298 $ 267,591 $ 217,340 General and administrative 71,023 73,788 49,711 Total operating expenses 277,321 341,379 267,051 Loss from operations (277,321) (341,379) (267,051) Interest income 16,733 7,071 298 Interest expense (13) (18) (47) Other income (expense), net 110 503 (190) Net loss $ (260,491) $ (333,823) $ (266,990) Net loss per common share, basic and diluted $ (4.97) $ (6.39) $ (5.16) Weighted-average shares of common stock outstanding used in computing net loss per common share, basic and diluted 52,414,256 52,249,620 51,788,918 Other comprehensive income (loss) Change in unrealized gains (losses) related to availabl a e-for-sale debt securities, net of tax 1,307 (1,307) (53) Total other comprehensive income (loss) 1,307 (1,307) (53) Comprehensive loss $ (259,184) $ (335,130) $ (267,043) The accompanying notes are an integral part of these consolidated financial statements.
88 Kodiak Sciences Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except share and per share amounts) Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Income (Loss) Deficit Equity Balances at December 31, 2020 51,112,302 $ 5 $ 1,151,920 $ 53 $ (291,227) $ 860,751 Issuance of common stock upon exercise of stock options 463,796 — 7,743 — — 7,743 Issuance of common stock upon vesting of restricted stock units 93,218 — — — — — Issuance of common stock pursuant to employee stock purchase plan 6,958 — 484 — — 484 Issuance of common stock upon exercise of common stock warrants 149,983 — — — — — Stock-based compensation expense — — 61,385 — — 61,385 Other comprehensive loss — — — (53) — (53) Net loss — — — — (266,990) (266,990) Balances at December 31, 2021 51,826,257 5 1,221,532 — (558,217) 663,320 Issuance of common stock upon exercise of stock options 126,999 — 1,770 — — 1,770 Issuance of common stock upon vesting of restricted stock units 103,032 — — — — — Issuance of common stock pursuant to employee stock purchase plan 27,863 — 174 — — 174 Issuance of common stock upon exercise of common stock warrants 249,699 — — — — — Stock-based compensation expense — — 106,033 — — 106,033 Other comprehensive loss — — — (1,307) — (1,307) Net loss — — — — (333,823) (333,823) Balances at December 31, 2022 52,333,850 5 1,329,509 (1,307) (892,040) 436,167 Issuance of common stock upon exercise of stock options 7,528 — 60 — — 60 Issuance of common stock upon vesting of restricted stock units 116,403 — — — — — Issuance of common stock pursuant to employee stock purchase plan 50,821 — 182 — — 182 Stock-based compensation expense — — 88,556 — — 88,556 Other comprehensive loss — — — 1,307 — 1,307 Net loss — — — — (260,491) (260,491) Balances at December 31, 2023 52,508,602 $ 5 $ 1,418,307 $ — $ (1,152,531) $ 265,781 The accompanying notes are an integral part of these consolidated financial statements.
89 Kodiak Sciences Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities Net loss $ (260,491) $ (333,823) $ (266,990) Adju d stments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 18,298 3,796 1,003 Stock-based compensation 88,556 106,033 61,385 Loss on disposal of long-lived assets 2 — 120 Net amortization (accretion) of premium (discount) on marketable securities (846) (1,068) 25 Settlement of derivative contracts — (616) — Amortization of operating lease right-of-u f se asset 7,649 7,205 7,708 Amortization of issuance costs 4 53 53 Changes in assets and liabilities: Prepaid expenses and other current assets 8,451 (2,744) (270) Other assets 426 7,384 1,465 Accounts payabl a e 5,597 1,660 (2,094) Accrue r d and other current liabilities (12,907) (2,246) 13,511 Operating lease liabi a lity (8,922) 7,907 1,814 Net cash provided by (used in) operating activities (154,183) (206,459) (182,270) Cash flows from investing activities Purchase of property and equipment (41,350) (37,021) (17,032) Deposits on property and equipment (77) (10,342) (46,266) Purchase of marketable securities (49,347) (427,766) — Maturities of marketable securities 340,000 138,000 24,500 Proceeds from derivative activity — 616 — Net cash provided by (used in) investing activities 249,226 (336,513) (38,798) Cash flows from financing activities Proceeds from issuance of common stock upon options exercise 60 1,770 7,743 Proceeds from issuance of common stock pursuant to employee stock purchase plan 182 174 484 Principal payments of tenant improvement allowance payabl a e (211) (49) (45) Net cash provided by (used in) financing activities 31 1,895 8,182 Net increase (decrease) in cash, cash equivalents and restricted cash 95,074 (541,077) (212,886) Cash, cash equivalents and restricted cash, at beginning of period 196,757 737,834 950,720 Cash, cash equivalents and restricted cash, at end of period $ 291,831 $ 196,757 $ 737,834 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Cash and cash equivalents $ 285,507 $ 190,433 $ 731,510 Restricted cash 6,324 6,324 6,324 Total cash, cash equivalents and restricted cash in consolidated balance sheets $ 291,831 $ 196,757 $ 737,834 Supplemental cash flow information: Cash paid for interest $ 13 $ 18 $ 22 Supplemental disclosures of non-cash investing and financing information: Operating lease right-of-use asset obtained in exchange for operating lease liabi a lity $ 2,668 $ (170) $ 773 Purchase of property and equipment under accounts payabl a e and accrua r ls $ — $ 2,917 $ 21,088 Reclassification of deposits to property and equipment $ 44,300 $ 5,363 $ 2,370 The accompanying notes are an integral part of these consolidated financial statements.
90 Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 1. The Company Kodiak Sciences Inc. (the “Company”) is a clinical stage biopharmaceutical company committed to researching, developing and commercializing transfor f mative therapeutics to treat high prevalence retinal diseases. The Company devotes subs u tantially all of its resources to the research and development of its product platforms and product candidates including activities to conduct clinical stud t ies of its product candidates, manufact f ur t e product candidates and provide general and administrative suppor u t for these operations. Liquidit d yt As of December 31, 2023, the Company had cash and cash equivalents of $285.5 million. Although the Company has incurred significant operating losses since inception and expects to continue to incur operating losses and negative operating cash flows for the foreseeabl a e future, the Company believes that the cash and cash equivalents will be sufficient to meet the anticipated operating and capital expenditure requirements for the 12 months following the date of this Annual Report on Form 10-K. 2. Summary of Signific f ant Accounting Policies Basisi of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Reclas l sifi i cation Certain prior period amounts in the consolidated financial statements have been reclassified to confor f m to the current period presentation. Principl i es l of Consolid l at d io t n The consolidated financial statements include the Company’s accounts and the accounts of Kodiak Sciences Financing Corporation and Kodiak Sciences China, the Company’s direct wholly owned subs u idiaries, incorporated in the United States and Cayman Islands, respectively, and Kodiak Sciences GmbH and Kodiak Sciences Valais GmbH, the Company’s indirect wholly owned subs u idiaries, both incorporated in Switzerland. All intercompany accounts and transactions have been eliminated. The functional and reporting currency of the Company and its subs u idiaries is the U.S. dollar. The aggregate foreign currency transaction gain (loss) included in determining net loss was $(0.1) million, $0.3 million, and $(0.3) million for the years ended December 31, 2023, 2022 and 2021, respectively. Segm e ents The Company operates and manages its business as one reportabl a e and operating segment, which is the business of research and development of drugs r for retinal diseases. The chief operating decision maker reviews financial information on an aggregate basis for purpos r es of allocating resources and evaluating financial performance. Use of Estimates The preparation of consolidated financial statements in confor f mity with US GAAP requires management to make estimates and assumptions that affe f ct the reported amounts of assets and liabi a lities, disclosure of contingent assets and liabi a lities as of the date of the consolidated financial statements and expenses during the reporting period. Such estimates include, but are not limited to, accrue r d research and development, stock-based compensation, and impairment of long-lived assets. Actual results could differ from those estimates.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 91 Risk i and Uncertai t nt i ie t s Global economic and business activities continue to face widespread macroeconomic uncertainties, including health epidemics, labor a shortages, bank failures, inflation and monetary suppl u y shifts f , recession risks and potential disrupt r ions from the geopolitical conflic f ts. The Company continues to actively monitor the impact of these macroeconomic factors on its financial condition, liquidity, operations, and workforce. The extent of the impact of these factors on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected timefra f me, will depend on future developments, which are uncertain and cannot be predicted; however, any continued or renewed disrupt r ion resulting from these factors could negatively impact the Company’s business. The Company’s future results of operations involve a number of risks and uncertainties common to clinical stage companies in the biotechnology industry. r The Company’s product candidates are in development and the Company operates in an environment of rapi a d change in technology and subs u tantial competition from other pharmaceutical and biotechnology companies. Factors that could affe f ct the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory r approval of the Company’s potential drug r candidates, uncertainty of market acceptance of any of the Company’s product candidates that receive regulatory r approval, competition from new technological innovations, subs u titute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals, contract manufact f ur t er and research organizations, and other suppl u iers. Products developed by the Company require approvals from the U.S. Food and Drug r Administration (“FDA”) or other international regulatory r agencies prior to commercial sales. There can be no assurance that any of the Company’s product candidates will receive the necessary r approvals. If the Company is denied approval, approval is delayed or the Company is unabl a e to maintain approvals, it could have a materially adverse impact on the Company. Even if the Company’s product development effo f rts are successful f , it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company expects to incur subs u tantial operating losses for the next several years and will need to obtain additional financing in order to complete clinical trials, launch and commercialize any product candidates for which it receives regulatory r approval. There can be no assurance that such financing will be availabl a e or will be on terms acceptable by the Company. Concentratio t n of Credit d Risk i Financial instruments that potentially subj u ect the Company to a concentration of credit risk consist of cash and cash equivalents as of December 31, 2023. As of December 31, 2022, the Company also had marketable securities. As of December 31, 2023 and 2022, cash, cash equivalents and marketable securities were invested primarily in money market funds and U.S. treasury securities through highly rated financial institutions. Investments are restricted, in accordance with the Company’s investment policy, to a concentration limit per issuer or sector. Cash and Cash Equivalentst The Company considers all highly liquid investments with stated maturities of three months or less at the date of purchase to be cash equivalents. Marketabl t el Securiti i es The Company may invest excess cash balances in marketable securities. The investments in marketable securities are classified as either held-to-maturity or availabl a e-for-sale based on facts and circumstances present at the time of purchase. Marketable securities with a remaining maturity date greater than one year are classified as non-current. The Company’s marketable securities can consist of U.S. treasury securities, commercial pape a r, and corporate bonds. Marketable debt securities that are availabl a e for sale, are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. Any premium or discount arising at purchase of marketable debt securities is amortized and/or accreted to interest income or expense over the lifef of the instrument. Realized gains and losses are determined using the specific f identification method and are included in other income (expense), net. Refer to the Credit Losses – Availabl a e-for-Sale Debt Securities section below.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 92 Restri t cted t Cash As of December 31, 2023, and 2022, the Company had $6.3 million of long-term restricted cash deposited with financial institut t ions. The entire amount is held in separate bank accounts to suppor u t letter of credit agreements related to the Company’s U.S. corporate offi f ces. Derivatives and Hedging i Derivative instruments that do not qualify f for hedge accounting are recognized on the consolidated balance sheet at fair value, with changes in the fair value recognized on the consolidated statement of operations and comprehensive loss as a component of other income (expense), net. The cash flows associated with these derivatives are reflected as cash flows from investing activities in the consolidated statement of cash flows. Fair Value of Fina i ncial Instru t mentst Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, establ a ishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observabl a e inputs) and the Company's own assumptions (unobservabl a e inputs). Observable inputs are inputs that market participants would use in pricing the asset or liabi a lity based on market data obtained from sources independent of the Company. Unobservabl a e inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liabi a lity and are developed based on the best information availabl a e in the circumstances. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer f a liabi a lity in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establ a ishes a three-tier fair value hierarchy that distinguishes between the following: Level 1—Observabl a e inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Observabl a e inputs other than Level 1 prices such as quoted prices for similar assets or liabi a lities, quoted prices in markets that are not active, or other inputs that are observabl a e or can be corroborated by observabl a e market data for subs u tantially the full term of the assets or liabilities. Level 3—Unobservabl a e inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liabi a lity at the measurement date. Consideration is given to the risk inherent in the valuation technique and inputs to the model. To the extent that the valuation is based on models or inputs that are less observabl a e or unobservabl a e in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments consisting of cash and cash equivalents, prepaid expenses and other current assets, accounts payabl a e and accrue r d liabi a lities and other current liabilities, approximate fair value due to their relatively short maturities. Leases The Company determines if an arrangement is, or contains, a lease at inception and then classifies the lease as operating or financing based on the underlying terms and conditions of the contract. Leases with terms greater than one year are initially recognized on the consolidated balance sheet as right-of-use assets and lease liabi a lities based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the incremental borrowing rate, which is the rate incurred to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term and in a similar economic environment of the applicable country or region. Variable lease payments are excluded from the right of use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 93 Propertyt and Equipm i ent, Net Property and equipment are stated at cost, net of accumulated depreciation. Construc r tion in progress reflects amounts incurred for construc r tion or improvements of property or equipment that have not been placed in service. Construc r tion in progress is transfer f red to specific f property and equipment and depreciated when these assets are ready for their intended use. Depreciation is computed using the straight-line method over the estimated useful f lives of the assets, which generally follows: Asset Category Useful f Lives Furniture and Fixtur t es 5 years Machinery r and Equipment 3 to 10 years Computer Software and Hardware 3 to 5 years Leasehold improvements Lesser of the useful f lifef or the term of the respective lease Upon sale or retirement of assets, the costs and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred. Impai m rm i ent of Long-L g ived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverabl a e. Recoverabi a lity is measured by comparison of the carrying amount of the assets to the estimated undiscounted net cash flows which the assets are expected to generate. If such assets are deemed not recoverabl a e, an impairment loss is recognized in the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The Company applied significant judgment in determining it has one asset group and that there is no lower level to group assets for impairment testing. The determination of the asset group primarily considers the interdependencies of its assets, shared cost structur t e, and the interrelated future cash flow generation. The Company assessed the recoverabi a lity of its asset group in 2023 based on the Company’s decision to wind-down the tarcocimab program following the topline results from the Phase 3 GLEAM and GLIMMER studi t es. The Company determined that the estimated undiscounted net cash flows which the asset group was forecasted to generate exceeded the carrying amount of the asset group. Therefor f e, no impairment loss was recognized in 2023. There was also no such impairment of long-lived assets in the year ended December 31, 2022. Research and Developm l ent Expe x nses Costs related to research, design and development of products are charged to research and development expense as incurred. Research and development costs include, but are not limited to, payroll and personnel expenses, including stock- based compensation, labor a atory r suppl u ies, outside services and allocated overhead, including rent, depreciation and utilities. Accrued Research and Develop l ment The Company has entered into various agreements with various third parties, including clinical investigator sites, contract research organizations (“CROs”) and contract manufac f turing organizations (“CMOs”), to provide research and development activities. The Company’s accrue r d research and development costs are estimated based on the level of services performed, including the phase or completion of events, and contracted costs. Accrue r d clinical trial and related costs are estimated using data such as patient enrollment, clinical site activations or information provided by outside service providers regarding their actua t l costs incurred. Management determines accrua r l estimates through reports from and discussions with clinical personnel and outside service providers as to the progress of trials, or the services completed. The estimated costs of research and development provided, but not yet invoiced, are included in accrue r d and other current liabi a lities on the consolidated balance sheet. If the actual timing of the performance of services or the level of effo f rt varies from the original estimates, the Company will adju d st the accrua r l accordingly. Payments made to third parties under these arrangements in advance of the performance of the related services are recorded as prepaid expenses or other assets until the services are rendered.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 94 Stoc t k-Ba - sed Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation- Stock Compensation. The Company measures stock-based compensation expense for stock options and restricted stock units granted to its employees, directors and non-employees based on the estimated fair value of the awards on the grant date. The fair value of options is calculated using the Black-Scholes valuation model or the Monte Carlo simulation model, which requires the input of subj u ective assumptions, including (i) the calculation of expected term of the award, (ii) the expected stock price volatility, (iii) the risk-free interest rate, and (iv) expected dividends. The expected term is determined based on hypothetical exercise data for unexercised stock options. The expected volatility is estimated based on the Company's historical information for its common stock and suppl u emented by the historical stock price volatility of a representative peer group over a period equivalent to the expected term of the equity award. The risk-free interest rate is estimated based on the U.S. Treasury securities with maturity dates commensurate with the expected term of the equity award. The Company has never paid, and does not expect to pay, dividends in the foreseeable future. The expense is recorded on a straight-line basis over the requisite service period, which is generally the vesting period, for the entire award. The Company accounts for forfeitur t es as they occur. The Company has certain stock options and restricted stock units that vest in conjunction with certain performance conditions. At each reporting date, the Company is required to evaluate whether achievement of the performance conditions is probabl a e. Compensation expense is recorded over the appropriate service period based upon the Company's assessment of accomplishing each performance provision. Refer to Note 12. Income Taxe a s The Company accounts for income taxes under the asset and liabi a lity method, which requires, among other things, that deferred income taxes be provided for temporary r differences between the tax basis of the Company’s assets and liabi a lities and their financial statement reported amounts. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses (“NOLs”) and research and development credit carryforwards and are measured using the enacted tax rates and laws that will be in effe f ct when such items are expected to reverse. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized. The Company accounts for uncertain tax positions by assessing all material positions taken in any assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainabi a lity and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Comprehensive Loss Comprehensive loss is composed of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists primarily of unrealized gains and losses on debt securities.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 95 Liabili i ty i related to Sale of Future Roya o lties On December 1, 2019, the Company and its subs u idiary Kodiak Sciences GmbH entered into a funding agreement with Baker Bros. Advisors, LP ("BBA"), which holds more than 5% of the Company’s stock, pursuant to which BBA purchased the right to receive a capped 4.5% royalty on future net sales of tarcocimab, the Company’s anti-VEGF antibody biopolymer conjugate therapy, in exchange for $225.0 million. Under the terms of the funding agreement, there is no obligation to repay any funding amount received, other than through the capped royalty payments on future product revenues. The Company recorded the funding amount paid by BBA as a liabi a lity on the consolidated balance sheet net of issuance costs, in accordance with ASC 730, Research and Development. Under ASC 730, the significant related party relationship between the Company and BBA creates an implicit obligation to repay the funding amount paid to the Company. Once royalty payments to BBA are determined to be probabl a e and estimabl a e, and if such amounts exceed the liabi a lity balance, the Company will impute interest to accrete the liabi a lity on a prospective basis based on such estimates. If and when the Company makes royalty payments under the funding agreement, it would reduce the liabi a lity balance at such time. In July 2021, the funding agreement was amended, at the Company’s request, that the remaining funding amount of $125.0 million would not be paid. Refer to Note 15. Credit d Losses – Availa i ble- l fo - r-Sa - le Debt Securitie i s For availabl a e-for-sale debt securities in an unrealized loss position, the Company will periodically assess its portfol f io for impairment. The assessment first considers the intent or requirement to sell the security. If either of these criteria are met, the amortized cost basis will be written down to fair value through earnings. If not met, the Company will evaluate whether the decline resulted from credit losses or other factors by considering the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income or loss, as applicable. Net Loss per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. Since the Company has reported net loss for all periods presented, diluted net loss per share is the same as basic net loss per common share for those periods. Recent Accountin t g Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), under its ASC or other standard setting bodies, and adopted by the Company as of the specified date. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which requires disclosure of incremental segment information on an annual and interim basis, including enhanced disclosures for companies that have a single reportabl a e segment. The amendment is effe f ctive for fiscal years beginning afte f r December 15, 2023 and interim periods beginning afte f r December 15, 2024, and early adoption is permitted. The Company is currently assessing the impact of this amendment on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which enhances the disclosures required for income taxes in annual consolidated financial statements. The amendment is effe f ctive for fiscal years beginning afte f r December 15, 2024, and early adoption is permitted. The Company is currently assessing the impact of this amendment on its consolidated financial statements and related disclosures.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 96 3. Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, 2023 December 31, 2022 Furniture and Fixtur t es $ 2,042 $ 1,969 Machinery r and Equipment 39,709 12,763 Computer Software and Hardware 378 374 Leasehold Improvement 96,534 43,483 Construc r tion in Progress 4,371 4,519 Total property and equipment 143,034 63,108 Less: Accumulated depreciation (22,552) (6,724) Property and equipment, net $ 120,482 $ 56,384 The Company's property and equipment are maintained in the United States and Switzerland with net book values of $40.2 million and $80.3 million, respectively, as of December 31, 2023 compared to $45.3 million and $11.1 million, respectively, as of December 31, 2022. Depreciation expense was $18.3 million, $3.8 million and $1.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. 4. Accrued and Other Current Liabilities Accrue r d and other current liabilities consist of the following (in thousands): December 31, 2023 December 31, 2022 Accrue r d manufact f ur t ing and research & development costs $ 8,662 $ 5,978 Accrue r d salaries and benefits 6,078 6,033 Accrue r d clinical trial and related costs 2,701 18,334 Accrue r d legal fees and profes f sional fees 196 283 Accrue r d property and equipment — 1,893 Accrue r d other liabi a lities 714 919 Total accrue r d and other current liabilities $ 18,351 $ 33,440 5. Fair Value Measurements The following tabl a es present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 274,466 $ — $ — $ 274,466 Marketable securities: U.S. treasury r securities — — — — Total $ 274,466 $ — $ — $ 274,466 ir Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 173,617 $ — $ — $ 173,617 Marketable securities: U.S. treasury r securities — 288,500 — 288,500 Total $ 173,617 $ 288,500 $ — $ 462,117 As of December 31, 2023 and 2022, the fair value of the liabi a lity related to sale of future royalties is based on the Company's current estimates of future royalties expected to be paid to BBA, which are considered Level 3 inputs. Refer to
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 97 Note 15. There were no transfer f s of assets or liabi a lities between the fair value measurement levels during the years ended December 31, 2023 and 2022. 6. Marketable Securities Marketable securities are classified as availabl a e-for-sale. The Company obtains fair value measurement data from third party pricing services and understands the valuation methods and data sources to validate this information. The following tabl a e presents the Company's marketable securities by majo a r security type (in thousands): As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. treasury r securities $ 289,807 $ — $ (1,307) $ 288,500 Total $ 289,807 $ — $ (1,307) $ 288,500 As of December 31, 2023, there were no marketable securities. All marketable securities held as of December 31, 2022 had effe f ctive maturities of less than one year. The unrealized losses for marketable securities related to changes in interest rates. There were no reclassifications out of accumulated other comprehensive income (loss), impairment charges or recoveries and no allowance for credit losses recorded during the twelve months ended December 31, 2023 and 2022. 7. Derivatives The Company uses certain derivative instruments, that are not designated as hedges for accounting purpos r es, which include foreign currency forward contracts. As of December 31, 2023 and 2022, the Company did not have any outstanding derivative instruments. 8. Commitments and Contingencies Leases Palo Alto l , Califor f nia Leases In June 2020, the Company entered into lease agreements for two buildings at 1200 and 1250 Page Mill Road in Palo Alto, California, which are now the Company’s U.S. corporate offi f ces. The facilities are approximately 82,662 square feet and 72,812 square feet, respectively and include offi f ce and labor a atory r space. For 1200 Page Mill Road, the monthly rent during the initial 6.5-year term will be approximately $0.6 million, with annual year-over-year increases of 3% plus certain operating expenses and taxes and total rent abatement of approximately $7.2 million. The Company has an option to extend the lease term for a period of 6.5 years. For 1250 Page Mill Road, the monthly rent during the initial 13-year term will be approximately $0.5 million, with annual year-over-year increases of 3% plus certain operating expenses and taxes and total rent abatement of approximately $6.3 million. The Company has two options to extend the lease term for a period of 5 years each. The Company determined that the renewal options were not reasonabl a y certain at lease inception for the two buildings. The Company executed a $10.9 million cash-collateralized letter of credit, which was subs u equently reduced to $6.2 million as a result of meeting certain reduction requirements specifie f d therein in 2020. The cash collateralizing the letter of credit is classified as restricted cash on the Company’s consolidated balance sheet. The Landlord will provide a tenant improvement allowance of approximately $1.2 million for 1200 Page Mill Road and $10.6 million for 1250 Page Mill Road. As of December 31, 2023, the Company utilized $10.6 million of the tenant improvement allowance for 1250 Page Mill Road. Under ASC 842, the Company classified these leases as operating leases and recorded right-of-use assets and lease liabi a lities on the lease commencement date. Switzerland Lease In April 2020, the Company entered into a lease agreement for offi f ce and labor a atory r space at Rottenstrasse 5 in Visp, Switzerland. The space is approximately 1,000 square meters. The initial lease term is 5 years, with automatic renewals every r 5 years for a maximum lease term of 15 years. The monthly rent during the initial 5-year term will be approximately 32.0 thousand Swiss Francs plus certain operating expenses and taxes. Under ASC 842, the Company classified this lease as an operating lease and recorded a right-of-use asset and lease liabi a lity on the lease commencement date.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 98 Ursu r s Facility i In August 2020, the Company and its wholly owned subs u idiary Kodiak Sciences GmbH entered into a manufact f ur t ing agreement with Lonza Ltd (“Lonza”) for the clinical and commercial suppl u y of the Company’s antibody biopolymer conjugate drug r subs u tance which included a custom-built manufac f turing facility. The manufac f turing agreement has an initial term of 8 years, and the Company has the right to extend the term up to a total of 16 years. The Company and Lonza each have the ability to terminate this agreement upon the occurrence of certain events. In April 2021, the agreement was amended to provide for greater manufac f turing flexibility, to define a comprehensive mandate as an antibody biopolymer conjugates manufact f ur t ing facility to be used for the Company’s antibody biopolymer conjugates pipeline, at clinical as well as commercial scales, across a broad capacity range under the tight quality controls required for ophthalmology and retinal medicines, and to allow for future process and equipment changes as needed. The Company concluded that this agreement contained an embedded lease as the custom-built manufac f turing suite would be dedicated for the Company’s use. On January 31, 2023, the custom-built manufact f ur t ing suite was commissioned as a cGMP facility. The consideration was allocated to lease and non-lease components as this agreement contained a signific f ant service component (manufac f turing services). Under ASC 842, the Company classified the lease portion as an operating lease and recorded a right-of-use asset and lease liabi a lity on the lease commencement date. The Company determined that the renewal options were not reasonabl a y certain at lease inception. Fixed assets of $81.7 million, in leasehold improvements and machinery r and equipment, were placed in service and capitalized as of January 31, 2023. In October 2023, payment was made for the remaining $26.8 million of these fixed assets. The maturities of the operating lease liabi a lities, including the Ursus Facility lease, as of December 31, 2023 were as follows (in thousands): Year ending December 31, As of December 31, 2023 2024 $ 14,788 2025 16,318 2026 16,567 2027 9,838 2028 8,636 Thereafter 38,807 Total undiscounted lease payments 104,954 Less: imputed interest (23,322) Total operating lease liabi a lities $ 81,632 The minimum lease payments above do not include any related common area maintenance charges or real estate taxes. The operating lease expenses for the years ended December 31, 2023, 2022 and 2021 were $13.2 million, $12.8 million and $12.8 million, respectively. Variable lease expenses, including common area maintenance charges and real estate taxes, for the years ended December 31, 2023, 2022 and 2021 were $3.6 million, $3.1 million and $1.7 million, respectively. The weighted-average remaining lease terms and weighted-average discount rates were as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (in years) 7.5 8.4 Weighted-average discount rate 6.8% 6.8% Manufac f turing i Agreements The Company has entered into service and equipment purchase agreements in the normal course of business with various providers, pursuant to which such providers agreed to perform activities in connection with the manufact f ur t ing process of certain materials. These agreements, and any related amendments, state that planned activities and purchases that are included in the signed work orders are, in some cases, binding and, hence, obligate the Company to pay the full price of the work order upon satisfac f tory delivery r of products and services or obligate the Company to the binding amount regardless of whether such planned activities are in fact performed. Per the terms of the agreements, the Company has the option to cancel signed orders at any time upon written notice, which may or may not be subj u ect to payment of a cancellation fee. The level of cancellation fees may be dependent on the timing of the written notice in relation to the commencement date of the work, with the maximum cancellation amount dependent on the agreement or the work order.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 99 As of December 31, 2023, future contractua t l obligations related to these manufact f ur t ing agreements that may be subj u ect to cancellation fees, was $15.4 million. This amount represents our minimal contractua t l obligations, excluding the commitments under the Ursus Facility arrangement. Purchases under these manufact f ur t ing agreements for the years ended December 31, 2023, 2022 and 2021 were $59.7 million, $47.4 million and $31.8 million, respectively. In addition, future manufac f turing contractua t l obligations totaling approximately 123.0 million Swiss Francs may be incurred for the potential clinical and commercial suppl u y of tarcocimab a and other antibody biopolymer conjugates medicines based on the agreements with Lonza for production at the Ursus Facility. Othe t r Fundin d g Commitmentst In the normal course of business, the Company enters into agreements with third-parties for services to be provided to the Company. Generally, these agreements provide for termination upon notice, with specifie f d amounts due upon termination based on the timing of termination and the terms of the agreement. The actual amounts and timing of payments under these agreements are uncertain and contingent upon the initiation and completion of services to be provided to the Company. The Company has also entered into various cancellabl a e license agreements for certain technology. The Company may be obligated to make payments on future sales of specified products associated with such license agreements. Such payments are dependent on future product sales and are not estimabl a e. Legal e Proceedin d gs From time to time, the Company may become involved in legal proceedings arising from the ordinary course of its business. Management is currently not aware of any matters that could have a material adverse effe f ct on the Company’s financial position, results of operations or cash flows. The Company records a legal liability when it believes that it is both probabl a e that a liability may be imputed, and the amount of the liabi a lity can be reasonabl a y estimated. Significant judgment by the Company is required to determine both probabi a lity and the estimated amount. Indemnific f atio t n To the extent permitted under Delaware law, the Company has agreed to indemnify f its directors and offi f cers for certain events or occurrences while the director or offi f cer is, or was serving, at the Company’s request in such capacity. The indemnific f ation period covers all pertinent events and occurrences during the director’s or offi f cer’s service. The maximum potential amount of future payments the Company could be required to make under these indemnific f ation agreements is not specified in the agreements; however, the Company has director and offi f cer insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnific f ation agreements in excess of applicable insurance coverage is minimal. 9. Income Taxes The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 United States $ (143,256) $ (163,240) $ (46,590) Foreign (117,176) (170,550) (220,326) Total loss before income taxes $ (260,432) $ (333,790) $ (266,916) The provision (benefit) f for income taxes consists of the following (in thousands):
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 100 Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 Current: Federal $ — $ — $ — State — — — Foreign 33 33 74 Total current 33 33 74 Deferred: Federal — — — State — — — Foreign — — — Total deferred — — — Provision (Benefit f ) for income taxes $ 33 $ 33 $ 74 The tax effe f cts of temporary r differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 133,919 $ 117,232 Intangible assets 163,841 166,259 Research and development tax credits 29,630 25,110 Stock-based compensation 24,344 23,576 Accrua r ls 1,086 1,562 Operating lease liabi a lity 15,845 25,548 Sec. 174 Capi a talized R&D 16,992 7,914 Total deferred tax assets 385,657 367,201 Valuation allowance (373,474) (347,789) Net deferred tax assets 12,183 19,412 Deferred tax liabi a lities: Operating lease right-of-use asset (10,362) (17,073) Property and equipment (1,821) (2,339) Total deferred tax liabilities (12,183) (19,412) Total net deferred tax assets $ — $ — The Company has recorded a full valuation allowance against its net deferred tax assets due to the uncertainty as to whether such assets will be realized. The net change in the total valuation allowance for the years ended December 31, 2023 and 2022, was an increase of approximately $25.7 million and $72.0 million, respectively. The Tax Cuts and Jobs Act eliminated the option to deduct research and development expenditures currently and requires taxpayers to capitalize and amortize them pursuant to Internal Revenue Code Section 174 beginning in 2022. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. NOLs and tax credit carry-forwards are subj u ect to review and possible adju d stment by the Internal Revenue Service (“IRS”) and may become subj u ect to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code, which could limit the amount of tax attributes that can be utilized annually to offs f et future taxabl a e income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. The Company periodically completes a Section 382 analysis. Subs u equent ownership changes since the most recent study t may further affe f ct the limitation in future years.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 101 As of December 31, 2023, the Company had $83.8 million of federal and $616.3 million of state net operating loss availabl a e to offs f et future taxabl a e income. A portion of the federal net operating loss carryforwards begin to expire in 2035 and the state net operating loss carryforwards begin to expire in 2035, if not utilized. $65.6 million of the federal net operating loss are not subj u ect to expiration. As of December 31, 2023, the Company also had federal and state research and development credit carryforwards of approximately $28.9 million and $9.0 million, respectively. The federal research and development credit carryforwards expire beginning 2035. The California tax credit can be carried forward indefinitely. Califor f nia Senate Bill 113 (SB 113), was signed into law by Governor Newsom on Februa r ry 9, 2022. The legislation contains important California tax law changes, including reinstatement of business tax credits and net NOL deductions limited by AB 85 mentioned above. Given the Company’s taxabl a e loss position, this legislation did not impact the tax provision for the years ended December 31, 2023 or 2022. A reconciliation of the Company’s effe f ctive tax rate to the statut t ory r U.S. federal rate is as follows: December 31, 2023 December 31, 2022 December 31, 2021 Federal statut t ory r income tax rate 21.0% 21.0% 21.0% State taxes (2.6) 5.8 6.7 Foreign tax rate differential (4.3) (4.7) (7.7) Change in valuation allowance (10.5) (20.0) (78.3) Stock-based compensation (4.1) (3.9) (1.2) Research tax credit 1.4 1.8 2.4 Other (0.1) — — Sale of future royalties — — 0.1 Section 162(m) — — (0.8) Intangible valuation (0.8) — 57.8 Provision for income taxes 0.0% 0.0% 0.0% The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. As of December 31, 2023, 2022 and 2021, none of the unrecognized tax benefits would affe f ct income tax expense with consideration of the valuation allowance. The Company does not anticipate the uncertain tax positions will materially change in the next 12 months. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. The beginning and ending unrecognized tax benefits amounts are as follows (in thousands): December 31, 2023 December 31, 2022 December 31, 2021 Unrecognized tax benefits at beginning of period $ 7,578 $ 6,729 $ 4,650 Increases related to current year tax positions 667 849 2,079 Unrecognized tax benefits at end of period $ 8,245 $ 7,578 $ 6,729 The Company files income tax returns in the United States and Switzerland. The Swiss Federal Tax Administration is currently conducting examinations of the Company's tax returns for the years 2018 through 2022. All US tax returns remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 102 10. Prefer f red Stock As of December 31, 2023 and 2022, the Company’s amended and restated certific f ate of incorporation authorized the Company to issue up to 10,000,000 shares of prefer f red stock at the par value of $0.0001 per share. As of December 31, 2023, there are no shares of the Company’s prefer f red stock issued or outstanding. 11. Common Stock As of December 31, 2023 and 2022, the Company’s amended and restated certific f ate of incorporation authorized the Company to issue 490,000,000 shares of common stock at the par value of $0.0001 per share. Each share of common stock is entitled to one vote. The board of directors may declare and pay dividends to holders of common stock. The Company has never declared or paid any dividends on common stock. The Company had reserved common stock for future issuances as follows: December 31, 2023 December 31, 2022 Exercise of options outstanding and release of restricted shares 17,766,283 16,822,629 Issuance of common stock under the 2018 Equity Incentive Plan 2,460,375 1,934,606 Issuance of common stock under the 2018 Employee Share Purchase Plan 374,358 425,179 Total 20,601,016 19,182,414 12. Stock-Based Compensation 2018 Equity i Incentiv t e Plan l In August 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”), which became effe f ctive on the business day prior to the effe f ctiveness of the registration statement relating to the IPO. The 2018 Plan initially reserved 4,300,000 shares of common stock for the issuance of incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units and performance shares to employees, directors and consultants of the Company. The number of shares availabl a e for issuance increases annually on the first day of each fiscal year equal to the least of (1) 4,300,000 shares, and (2) 4% of outstanding shares of common stock as of the last day of the immediately preceding year, and (3) such other amount as determined by the board of directors. The exercise price of options must be equal to at least the fair market value of the common stock on the grant date. For ISOs, the term may not exceed ten years, except in respect to any participant with more than 10% of voting power of all classes of stock, then the term may not exceed five years and the exercise price must be equal to at least 110% of the fair market value of the common stock on the grant date. Options and RSUs granted generally vest over four years. The number of shares availabl a e for issuance increased by 2,093,354 shares in 2023 and there were 2,460,375 shares availabl a e for grant under the 2018 Plan as of December 31, 2023. 2021 Long-T g er T m r Perfor f ma r nce Incentiv t e Plan l The 2021 Long-Term Perfor f mance Incentive Plan (“2021 LTPIP”) was designed to be a long-term, pay-for- performance, incentive plan that would further align the interests of management and other eligible employees with the creation of subs u tantial long-term value for the Company's stockholders. During 2021, eligible employees were provided a one-time opportunity to "opt-in" and forgo a portion of their annual equity incentive awards in exchange for a one-time grant of performance-based stock options from the 2021 LTPIP and 2018 Plan, collectively referred to as the "LTPIP Program". There were no options granted under the LTPIP Program for the year ended December 31, 2023. Shares underlying the options granted under the LTPIP Program may be earned based on the achievement of the performance-based requirement based on stock price goals and/or certain operational milestones based on approval by the U.S. Food and Drug r Administration of a Biologics License Application in respect of a first, second, and third majo a r indication and based on sales. The performance-based requirement and operational milestones were not achieved as of December 31, 2023.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 103 The Company determined the exchange of the original award of annual equity incentive awards with the modified award of options granted under the LTPIP Program represented a change in the original terms and conditions. The modification resulted in additional compensation cost equal to the incremental value between the original and modified awards to be recognized. For the annual equity incentive awards, the Company continues to record the unrecognized compensation expense over the original vesting period. For the options granted under the LTPIP Program, the stock-based compensation expense recognized during the years ended December 31, 2023, 2022 and 2021 was $53.7 million, $65.1 million and $15.7 million, respectively. As of December 31, 2023, there was $165.4 million of unrecognized stock-based compensation expense related to the 6,207,334 options granted under the LTPIP Program, but not yet earned or vested, to be recognized over a weighted-average period of 3.04 years. Stoc t k Options Stock option activity, including stock options and performance-based stock options under the 2021 LTPIP, 2018 Plan and 2015 Plan is summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 16,542,107 $ 51.48 7.91 $ 5,410 Granted 3,305,000 $ 7.09 Exercised (7,528) $ 7.96 Forfeited or canceled (2,238,113) $ 45.99 Outstanding at December 31, 2023 17,601,466 $ 43.86 7.29 $ 933 Shares exercisabl a e December 31, 2023 9,671,905 $ 38.37 6.41 $ 903 Vested and expected to vest December 31, 2023 17,601,466 $ 43.86 7.29 $ 933 The weighted-average grant date fair value of the time-vested stock options granted for 2023, 2022 and 2021 was $4.51, $6.31 and $51.55 per share, respectively. The total intrinsic value of stock options exercised during 2023 was not significant. The total intrinsic value of stock options exercised during 2022 and 2021 was $6.1 million and $40.2 million, respectively. The intrinsic value represents the amount by which the market price of the underlying stock exceeds the exercise price of an option. Empl m oy l ee Stoc t k Options The Company estimated the fair value of employee stock options using the Black-Scholes valuation model. The fair value of time-vested employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2023 2022 2021 Expected volatility 86% 83% 61% Risk-free interest rate 3.55% 2.86% 1.03% Dividend yield 0% 0% 0% Expected term 4.00 5.98 6.25 The Company granted 3,282,500 options to employees in 2023. The total fair value of employee options vested during the years ended December 31, 2023, 2022 and 2021 was $25.6 million, $28.9 million and $26.9 million, respectively. Stock- based compensation expense recognized during the years ended December 31, 2023, 2022 and 2021 for options granted to employees, including the options granted under the LTPIP Program, was $80.8 million, $93.8 million and $44.1 million, respectively.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 104 Restri t cted t Shares Restricted share activity, including restricted stock awards, restricted stock units, and performance-based restricted stock units, under the 2018 Plan is summarized as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 280,522 $ 60.17 Granted 30,250 $ 5.72 Vested (116,403) $ 61.98 Canceled (29,552) $ 54.77 Unvested at December 31, 2023 164,817 $ 49.87 Empl m oy l ee Restri t cted t Stoc t k Unitst The Company granted 28,750 RSUs to employees in 2023. The total fair value of RSUs vested during the year ended December 31, 2023, 2022, and 2021 was $4.8 million, $4.9 million and $3.2 million, respectively. Stock-based compensation expense recognized during the years ended December 31, 2023, 2022 and 2021 for RSUs was $4.5 million, $4.6 million, and $4.4 million, respectively. Non-Em - pl m oy l ee Awards The Company granted 22,500 stock options and 1,500 RSUs to non-employees during the year ended December 31, 2023. The fair value of non-employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, Year Ended December 31, Year Ended December 31, 2023 2022 2021 Expected volatility 88% — 60% Risk-free interest rate 3.82% — 0.97% Dividend yield 0% — 0% Expected term 4.11 — 5.69 The Company granted no stock options or RSUs to non-employees during the year ended December 31, 2022. Stock- based compensation expense recognized during the years ended December 31, 2023, 2022 and 2021 for equity awards granted to non-employees was $0.9 million, $1.2 million and $1.2 million, respectively. Perfor f ma r nce-Ba - sed Awards d In December 2019, the Company granted 170,150 performance-based stock options and 128,900 performance-based RSUs (collectively "2019 PSA"). These equity awards would vest 25% upon the achievement of specific f clinical development milestones. The remaining awards would then vest in three equal annual installments afte f r that date. The performance criteria for 2019 PSA was achieved in June 2021. 37,925 of the performance-based stock options and 25,907 of the performance-based restricted stock vested during 2023. The total fair value of the performance-based stock options and RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $3.7 million, $3.9 million and $4.2 million, respectively. The Company estimated the fair value of the 2019 PSA using the Black-Scholes valuation model and significant assumptions included an expected volatility of 72%, a risk-fre f e rate of 1.67%, expected dividend yield of 0%, and expected term of 6.31 years. In Februa r ry 2021, the Company granted 190,831 performance-based stock options ("2021 Feb PSO"). These stock options will vest 25% upon the achievement of specific clinical development milestones. The remaining awards would then vest in 36 successive equal monthly installments afte f r the performance criteria is achieved. The performance criteria for 2021 Feb PSOs was achieved in Februa r ry 2022. 40,509 of the performance-based stock options vested during 2023. The total fair value of the performance-based stock options vested during the year ended December 31, 2023 and 2022 was $3.1 million and $6.2 million, respectively.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 105 The Company estimated the fair value of the 2021 Feb PSO using the Black-Scholes valuation model. Significant assumptions utilized in estimating the fair value of 2021 Feb PSO include an expected volatility of 66%, a risk-free rate of 0.66%, expected dividend yield of 0%, and expected term of 5.94 years. In August 2021, the Company granted 478,750 performance-based stock options ("2021 Aug PSO"). These stock options will vest upon the achievement of specific f clinical development milestones with the percentage of shares earned being dependent on the relative total stockholder return over the performance period. As of December 31, 2023, the requisite performance criteria for the 2021 Aug PSO was not achieved and the shares were cancelled and returned to the plan. No stock-based compensation expense was recognized related to these stock options. Performance-based awards are recorded as expense beginning when vesting events are determined to be probabl a e. Stock-based compensation expense recognized during the years ended December 31, 2023, 2022 and 2021 for the performance-based equity awards was $2.2 million, $6.3 million and $11.4 million, respectively. 2018 Empl m oy l ee Share Purchase Plan l In August 2018, the Company adopted the 2018 Employee Share Purchase Plan (“ESPP”), which became effe f ctive on the business day prior to the effe f ctiveness of the registration statement relating to the IPO. A total of 460,000 shares of common stock were initially reserved for issuance under the ESPP. The initial offe f ring period of the ESPP was authorized by the Company’s board of directors and commenced on January 4, 2021. Each offe f ring period is twelve months long, with two purchase periods. ESPP participants will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value per share of the common stock on the enrollment date or (2) the fair market value of the common stock on the exercise date. The Company issued 50,821 shares under the ESPP during the year ended December 31, 2023. Stock-based compensation expense recognized during the year ended December 31, 2023, 2022 and 2021 for the ESPP was $0.2 million, $0.2 million and $0.3 million, respectively. Stoc t k-Ba - sed Compensation Expe x nse Stock-based compensation is classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2023 2022 2021 Research and development $ 44,014 $ 59,288 $ 33,237 General and administrative 44,542 46,745 28,148 Total stock-based compensation $ 88,556 $ 106,033 $ 61,385 As of December 31, 2023, the Company had $200.9 million of unrecognized compensation expense related to unvested share-based awards including options granted under the LTPIP Program and ESPP, which is expected to be recognized over a weighted-average period of 2.87 years. Shares Subje b ct to Repu e rchase The Company has a right of repurchase with respect to unvested shares issued upon early exercise of options at an amount equal to the lower of (1) the exercise price of each restricted share being repurchased and (2) the fair market value of such restricted share at the time the Company’s right of repurchase is exercised. The Company’s right to repurchase these shares laps a es as those shares vest over the requisite service period. Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purpos r es, to be issued until those shares vest according to their respective vesting schedules. Cash received for early exercised stock options is recorded as accrue r d liabi a lities and other current liabilities on the consolidated balance sheet and is reclassified to common stock and additional paid-in capi a tal as such shares vest. At December 31, 2023, there were no early exercised stock options subj u ect to the Company’s right of repurchase.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 106 13. Net Loss per Common Share The following tabl a e sets forth the computation of basic and diluted net loss per share attributable to common stockholders which excludes shares which are legally outstanding, but subj u ect to repurchase by the Company (in thousands, except share and per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net loss attributable to common stockholders $ (260,491) $ (333,823) $ (266,990) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted 52,414,256 52,249,620 51,788,918 Net loss per share attributable to common stockholders, basic and diluted $ (4.97) $ (6.39) $ (5.16) The following common share equivalents were excluded from the computation of diluted net loss per common share for the periods presented because their inclusion would have been antidilutive: As of December 31, 2023 2022 2021 Outstanding stock options 17,601,466 16,542,107 14,523,917 Unvested restricted shares 164,817 280,522 363,930 Total 17,766,283 16,822,629 14,887,847 14. 401(k) Plan In 2011, the Company adopted a 401(k) retirement and savings plan covering all employees. The 401(k) plan allows employees to make pre- and post-tax contributions up to the maximum allowabl a e amount set by the Internal Revenue Service. The 401(k) plan was amended to include an employer matching provision in 2019. The Company will make matching contributions of 100% of employee contributions up to a maximum of $10,250. For the years ended December 31, 2023, 2022 and 2021, the expense related to the matching contributions was $0.9 million, $0.9 million and $0.7 million, respectively. 15. Liability related to Sale of Future Royalties On December 1, 2019, the Company and its subs u idiary Kodiak Sciences GmbH entered into a funding agreement with BBA, which holds more than 5% of the Company’s capital stock, pursuant to which BBA purchased the right to receive a capped 4.5% royalty on future net sales of tarcocimab, the Company’s anti-VEGF antibody biopolymer conjugate therapy, in exchange for $225.0 million. The royalty terminates upon the date that BBA has received an aggregate amount equal to 4.5 times the funding amount paid to the Company, unless earlier terminated or repurchased by the Company. Under the terms of the funding agreement, there is no obligation to repay any funding amount received, other than through the capped royalty payments on future product revenues. The Company has the option, exercisabl a e at any point during the term of the funding agreement, to repurchase 100% of the royalties due to BBA for a purchase price equal to 4.5 times the funding amount paid to the Company as of such time, less amounts paid by the Company to BBA. The closing of the funding agreement was subj u ect to certain conditions and occurred in Februa r ry 2020. The Company received $100.0 million of the funding on Februa r ry 4, 2020. The remaining $125.0 million, subj u ect to delivery r of notice by the Company, was payabl a e upon enrollment of 50% of the patients in the RVO clinical program. In July 2021, the funding agreement was amended, at the Company’s request, that the remaining funding amount of $125.0 million would not be paid. The Company recorded the initial $100.0 million payment as a liabi a lity on the consolidated balance sheet net of issuance costs. Once royalty payments to BBA are determined to be probabl a e and estimabl a e, and if such amounts exceed the liabi a lity balance, the Company will impute interest to accrete the liabi a lity on a prospective basis based on such estimates. If and when the Company makes royalty payments under the funding agreement, it would reduce the liabi a lity balance at such time. As of December 31, 2023, royalty payments are not probabl a e and estimabl a e.
Kodiak Sciences Inc. Notes to Consolidated Financial Statements (in thousands, except share and per share data) 107 For the years ended December 31, 2023, 2022, and 2021, no interest expense was recognized for the liabi a lity related to the sale of future royalties.
108 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A. CONTROLS AND PROCEDURES Management’s Evaluation of our Disc i losure Controls and Procedur d es We maintain “disclosure controls and procedur d es,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or subm u it under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial offi f cers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Any controls and procedur d es, no matter how well designed and operated, can provide only reasonabl a e assurance of achieving the desired control obje b ctives and management necessarily applies its judgment in evaluating the cost-benefit f relationship of possible controls and procedur d es. Our management, with the participation of our principal executive offi f cer and principal financial offi f cer, evaluated the effe f ctiveness of the Company’s disclosure controls and procedur d es as of December 31, 2023. Based upon such evaluation, our principal executive offi f cer and principal financial offi f cer concluded that the design and operation of our disclosure controls and procedur d es were effe f ctive at a reasonabl a e assurance level as of December 31, 2023. Management’s Repor e t on Internal Control over Financial Repor e ting Our management is responsible for establ a ishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supe u rvision of and with the participation of our principal executive offi f cer and principal financial offi f cer, our management assessed the effe f ctiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013). Based on this assessment, management concluded that our internal control over financial reporting was effe f ctive as of December 31, 2023. We are a non-accelerated filer under the Exchange Act and not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Therefor f e, this Annual Report does not include an attestation report of our registered public accounting firm regarding the effe f ctiveness of internal control over financial reporting as of December 31, 2023. Limitations on the Effe f ctiveness of Controls Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effe f ctiveness to future periods are subj u ect to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedur d es may deteriorate. Changes in Internal Control over Financial Repor e ting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affe f cted, or is reasonabl a y likely to materially affe f ct, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable.
109 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORAT R E GOVERNANCE The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with the Annual Meeting of Stockholders within 120 days afte f r December 31, 2023, or the Proxy Statement, under the capt a ion “Executive Offi f cers” and “Board of Directors and Corporate Governance”, and is incorporated in this Annual Report on Form 10-K by reference. Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, offi f cers and directors, including our Chief Executive Offi f cer, Chief Financial Offi f cer, and other executive and senior financial offi f cers. The full text of our Corporate Governance Guidelines and Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at ir.kodiak.com/corpor r ate-governance/governance-overview. We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the website address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be contained in the Proxy Statement under the capt a ion “Executive Compensation” and is incorporated in this Annual Report on Form 10-K by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be contained in the Proxy Statement under the capt a ion “Security Ownership of Certain Beneficial Owners and Management” and is incorporated in this Annual Report on Form 10-K by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANS R ACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be contained in the Proxy Statement under the capt a ion “Related Person Transactions” and is incorporated in this Annual Report on Form 10-K by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be contained in the Proxy Statement under the capt a ion “Ratific f ation of Appointment of Independent Registered Publ u ic Accounting Firm” and is incorporated in this Annual Report on Form 10-K by reference.
110 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) FINANCIAL STATEMENTS The consolidated financial statements are filed as part of this Annual Report on Form 10-K under Item 8. (2) FINANCIAL STATEMENT SCHEDULES All schedules to the consolidated financial statements are omitted as the required information is either inapplicable or presented in the consolidated financial statements. (3) EXHIBITS EXHIBIT INDEX Exhibit Incorporated by Reference Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certific f ate of Incorporation of Kodiak Sciences Inc. 10-Q 001-38682 3.1 11/16/2018 3.2 Amended and Restated Bylaws of Kodiak Sciences Inc. 10-Q 001-38682 3.2 11/16/2018 4.1 Form of Common Stock Certific f ate S-1/A 333-227237 4.1 9/24/2018 4.2 Investors’ Rights Agreement, dated September 8, 2015, as amended, by and among the registrant and the investors and founders named therein S-1/A 333-227237 4.2 9/24/2018 4.5 Form of Class B Share Warrant S-1/A 333-227237 4.5 9/7/2018 4.6 Description of Securities 10-K 001-38682 4.6 3/16/2020 4.7 Registration Rights Agreement, dated March 1, 2021, by and among the registrant and the investors named therein 10-K 001-38682 4.7 3/1/2021 10.1+ Form of Director and Offi f cer Indemnific f ation Agreement S-1/A 333-227237 10.1 9/24/2018 10.2+ 2009 Options and Profits f Interest Plan S-1 333-227237 10.2 9/7/2018 10.3+ 2015 Share Incentive Plan S-1 333-227237 10.3 9/7/2018 10.4+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2009 Option and Profit f s Interest Plan S-1 333-227237 10.4 9/7/2018 10.5+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2015 Share Incentive Plan S-1 333-227237 10.5 9/7/2018 10.6+ 2018 Equity Incentive Plan S-1/A 333-227237 10.6 9/24/2018 10.7+ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2018 Equity Incentive Plan S-1/A 333-227237 10.7 9/24/2018 10.8+ Form of Notice of Restricted Stock Unit Grant and Terms and Conditions of Restricted Stock Unit Grant under the 2018 Equity Incentive Plan S-1/A 333-227237 10.8 9/24/2018 10.9+ 2018 Employee Stock Purchase Plan S-1/A 333-227237 10.9 9/24/2018
111 Exhibit Incorporated by Reference Number Description Form File No. Exhibit Filing Date 10.10+ Form of Subs u cription Agreement under the 2018 Employee Stock Purchase Plan S-1/A 333-227237 10.10 9/24/2018 10.11+ Executive Employment Agreement, effe f ctive as of September 6, 2018, between the Registrant and Victor Perlroth S-1/A 333-227237 10.11 9/24/2018 10.12+ Amended Executive Employment Agreement, effe f ctive as of September 6, 2018, between the Registrant and John Borgeson S-1/A 333-227237 10.12 9/24/2018 10.13+ Amended Executive Employment Agreement, effe f ctive as of September 6, 2018, between the Registrant and Hong Liang S-1/A 333-227237 10.14 9/24/2018 10.14+ Executive Incentive Compensation Plan S-1/A 333-227237 10.15 9/24/2018 10.15*+ Outside Director Compensation Policy 10-K 001-38682 10.16 3/1/2022 10.16 Funding Agreement, dated as of December 1, 2019, between Kodiak Sciences Inc., Kodiak Sciences GmbH and Baker Bros. Advisors, LP 8-K 001-38682 10.1 12/2/2019 10.17 Lease Agreement for 1200 Page Mill Road, Building 3, by and between the Registrant and 1050 Page Mill Road Property, LLC, dated June 19, 2020 10-Q 001-38682 10.1 8/10/2020 10.18 Lease Agreement for 1250 Page Mill Road, Building 4, by and between the Registrant and 1050 Page Mill Road Property, LLC, dated June 19, 2020 10-Q 001-38682 10.2 8/10/2020 10.19 Underwriting Agreement, dated as of November 17, 2020, by and among Kodiak Sciences Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Jeffer f ies LLC and Evercore Group L.L.C. 8-K 001-38682 1.1 11/18/2020 10.20 Letter Agreement, dated July 22, 2021 8-K 001-38682 10.1 7/23/2021 10.2 2021 Long-Term Performance Incentive Plan 10-Q 001-38682 10.1 11/9/2021 23.1* Consent of Independent Registered Publ u ic Accounting Firm 24.1* Power of Attorney (included in signature page) 31.1* Certific f ation of Principal Executive Offi f cer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
112 Exhibit Incorporated by Reference Number Description Form File No. Exhibit Filing Date 31.2* Certific f ation of Principal Financial and Accounting Offi f cer Pursuant to Rules 13a- 14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certific f ation of Principal Executive Offi f cer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certific f ation of Principal Financial and Accounting Offi f cer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Incentive Compensation Recoupment Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. + Indicates management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY None.
113 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized. KODIAK SCIENCES INC. Date: March 28, 2024 By: /s/ Victor Perlroth Victor Perlroth, M.D. Chairman and Chief Executive Offi f cer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Victor Perlroth and John Borgeson, jointly and severally, as his true r and lawful f attorneys-in-fact and agents, with full power of subs u titution and resubs u titution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every r act and thing requisite and necessary r to be done in and about the premises, as fully to all intents and purpos r es as he might or could do in person, hereby ratifying and confir f ming that all said attorneys-in-fact and agents, or his or their subs u titute or subs u titutes, may lawful f ly do or cause to be done by virtue t hereof.f Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Victor Perlroth Victor Perlroth, M.D. Chairman and Chief Executive Offi f cer (Principal Executive Offic f er)r March 28, 2024 /s/ John Borgeson John Borgeson Chief Financial Offi f cer (Principal Financial and Accounting Offi f cer)r March 28, 2024 /s/ Felix J. Baker Felix J. Baker, Ph.D. Director March 28, 2024 /s/ Charles Bancroft Charles Bancroft Director March 28, 2024 /s/ Bassil I. Dahiyat Bassil I. Dahiyat, Ph.D. Director March 28, 2024 /s/ Richard S. Levy Richard S. Levy, M.D. Director March 28, 2024 /s/ Robert A. Profus f ek Robert A. Profus f ek, J.D. Director March 28, 2024 /s/ Taiyin Yang Taiyin Yang, Ph.D. Director March 28, 2024
LEADERSHIP TEAM KODIAK SCIENCES INC. Victor Perlroth MD Chairman & CEO | Kodiak Felix J. Baker PhD Managing Member | Baker Brothers Investments BOARD OF DIRECTORS DEEP BIOTECH & GOVERNANCE EXPERIENCE ANNUAL MEETING June 4, 2024 | 9 am PDT Virtual meeting. Please visit www.proxydocs.com/KOD for more details. Charles A. Bancroft Formerly CFO | Bristol-Myers Squibb Bassil I. Dahiyat PhD President & CEO | Xencor Inc. Richard S. Levy MD Formerly Chief Drug Development Officer & EVP | Incyte Corporation Robert A. Profusek JD Partner & Global Chair M&A | Jones Day Taiyin Yang PhD Formerly EVP, Pharmaceutical Development & Manufacturing | Gilead Sciences Inc. REZI ZAWADZKI, DPH Vice President, Biometrics and Clinical Data Science VICTOR PERLROTH, MD Chairman Chief Executive Officer JOHN BORGESON Chief Financial Officer HONG LIANG, PhD Senior Vice President, Discovery Medicine ALMAS QUDRAT, MSC Senior Vice President, Quality Operations STEPHEN RAILLARD, PhD Senior Vice President, Chemical Development and Manufacturing PABLO VELAZQUEZ-MARTIN, MD Senior Vice President, Clinical Research and Development TRACY CHIEN Vice President, Corporate Controller GORTON CHIU Vice President, Finance LAURENT DUCRY, PhD Vice President, Biologics Development and Manufacturing WAYNE TO, MPHIL Vice President, Senior Scientific Fellow
KODIAK SCIENCES INC. 1200 PAGE MILL ROAD PALO ALTO, CA 94304 WWW.KODIAK.COM NASDAQ: KOD
