SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 4)*
Kodiak Sciences Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
50015M109
(CUSIP number)
Alexandra A. Toohey
Chief Financial Officer
Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(Name, address and telephone number of person authorized to receive notices and communications)
November 20, 2020
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
(Continued on the following pages)
(Page 1 of 8 Pages)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 50015M109 | Page 2 of 8 Pages |
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1. |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP | ||||
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||||
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS* OO | ||||
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER: 14,054,698 (1) | |||
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8. |
SHARED VOTING POWER: 0 | ||||
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9. |
SOLE DISPOSITIVE POWER: 14,054,698 (1) | ||||
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10. |
SHARED DISPOSITIVE POWER: 0 | ||||
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,054,698 (1) | ||||
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | ||||
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.6% (1)(2) | ||||
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14. |
TYPE OF REPORTING PERSON* IA, PN | ||||
(1) Includes 149,999 shares of common stock (“Common Stock”) of Kodiak Sciences Inc. (the “Issuer”) underlying 149,999 warrants with an exercise price of $0.01 expiring August 11, 2022 (“2022 Warrants”) and 24,747 shares of Common Stock underlying 24,747 non-qualified options exercisable for Common Stock (“Stock Options”) .
(2) Based on 50,732,735 shares of Common Stock outstanding as of November 20, 2020 as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission (“SEC”) on November 18, 2020 and 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
| CUSIP No. 50015M109 | Page 3 of 8 Pages |
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1. |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS* OO | ||
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER: 14,054,698 (1) | |
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8. |
SHARED VOTING POWER: 0 | ||
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9. |
SOLE DISPOSITIVE POWER: 14,054,698 (1) | ||
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10. |
SHARED DISPOSITIVE POWER: 0 | ||
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,054,698 (1) | ||
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | ||
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.6% (1)(2) | ||
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14. |
TYPE OF REPORTING PERSON* HC, OO | ||
(1) Includes 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
(2) Based on 50,732,735 shares of Common Stock outstanding as of November 20, 2020 as reported in the Issuer’s Prospectus filed with the SEC on November 18, 2020 and 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
| CUSIP No 50015M109 | Page 4 of 8 Pages |
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1.
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NAMES OF REPORTING PERSONS
Felix J. Baker
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS* OO | ||
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER: 14,054,698 (1) | |
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8. |
SHARED VOTING POWER: | ||
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9. |
SOLE DISPOSITIVE POWER: 14,054,698 (1) | ||
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10. |
SHARED DISPOSITIVE POWER: | ||
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,054,698 (1) | ||
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | ||
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.6% (1)(2) | ||
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14.
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TYPE OF REPORTING PERSON* IN, HC | ||
(1) Includes 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
(2) Based on 50,732,735 shares of Common Stock outstanding as of November 20, 2020 as reported in the Issuer’s Prospectus filed with the SEC on November 18, 2020 and 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
| CUSIP No 50015M109 | Page 5 of 8 Pages |
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1.
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NAMES OF REPORTING PERSONS
Julian C. Baker
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||||
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS* OO | ||||
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER: 14,054,698 (1) | |||
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8. |
SHARED VOTING POWER | ||||
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9. |
SOLE DISPOSITIVE POWER: 14,054,698 (1) | ||||
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10. |
SHARED DISPOSITIVE POWER: | ||||
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,054,698 (1) | ||||
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ | ||||
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.6% (1)(2) | ||||
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14.
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TYPE OF REPORTING PERSON* IN, HC | ||||
(1) Includes 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
(2) Based on 50,732,735 shares of Common Stock outstanding as of November 20, 2020 as reported in the Issuer’s Prospectus filed with the SEC on November 18, 2020 and 149,999 shares of Common Stock underlying 149,999 2022 Warrants and 24,747 shares of Common Stock underlying 24,747 Stock Options.
Amendment No. 4
This Amendment No. 4 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker (collectively the “Reporting Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
The Adviser GP is the sole general partner of the Adviser. Pursuant to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the “Funds”), and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power over securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure regarding the purchases in Item 5(c) below is incorporated herein by reference.
Item 4. Purpose of the Transaction.
Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
On November 17, 2020, Kodiak Sciences Inc. (the “Issuer”) entered into an underwriting agreement (the “Underwriting Agreement”) with JPMorgan Securities LLC, Morgan Stanley & Co. LLC, Jefferies LLC and Evercore Group L.L.C. as representatives of several underwriters listed on Schedule 1 thereto (the “Underwriters”), related to a public offering (the “Offering”) of 5,193,237 shares of common stock of the Issuer (“Common Stock”) at a price to the public of $108.00 per share. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the Offering price less any underwriting discounts and commissions, up to an additional 778,985 shares of Common Stock to cover overallotments, if any. The Offering is expected to close on November 20, 2020.
Pursuant to the Offering, 667 and Life Sciences purchased 116,158 and 1,411,619 shares of Common Stock, respectively, at the offering price of $108.00 per share, totaling 1,527,777 shares of Common Stock in the aggregate. Each of 667 and Life Sciences purchased the shares of Common Stock with their working capital.
The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors of the Issuer (the “Board”) and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer (by means of open market purchases, privately negotiated purchases, exercise some of all of the Stock Options (defined in Item 5), exercise of some or all of the 2022 Warrants (defined in Item 5), or otherwise) or to dispose of some or all of the securities of the Issuer under their control.
Except as otherwise disclosed herein, at the present time, the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 4 are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as the shares of Common Stock that may be acquired upon exercise of warrants to purchase Common Stock at an exercise price of $.01 per share with an expiration date of August 11, 2022 (the “2022 Warrants”).
| Holder | Common Stock | 2022 Warrants | ||||||
| 667, L.P. | 1,143,396 | 11,184 | ||||||
| Baker Brothers Life Sciences, L.P. | 12,736,556 | 138,815 | ||||||
| Total | 13,879,952 | 149,999 | ||||||
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
Felix J. Baker, a managing member of the Adviser GP, currently serves on the Board. He is Chair of the Compensation Committee and serves on the Nominating/Governance Committee. Felix J. Baker as compensation for his service on the Board, receives non-qualified stock options to purchase shares of Common Stock of the Issuer (“Stock Options”). Felix J. Baker holds 24,747 vested Stock Options with an exercise price of $10.13 per share, 4,135 Stock Options with an exercise price of $62.50, which will vest on the earlier of June 8, 2021 or one day prior to the next annual meeting of the Issuer and 7,106 Stock Options with an exercise price of $54.12 per share, which will vest on the earlier of June 30, 2021 or one day prior to the next annual meeting of the Issuer. The policy of the Funds and the Adviser does not permit managing members of the Adviser GP to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in any compensation received for their service.
(c) The information set forth in Item 4 is hereby incorporated by reference into this Item 5(c). Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
November 24, 2020
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BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner | ||
| By: | /s/ Scott L. Lessing | |
| Name: Scott L. Lessing Title: President | ||
| BAKER BROS. ADVISORS (GP) LLC | ||
| By: | /s/ Scott L. Lessing | |
| Name: Scott L. Lessing Title: President | ||
| /s/ Julian C. Baker | |
| Julian C. Baker |
| /s/ Felix J. Baker | |
| Felix J. Baker |