Exhibit 19.1

KODIAK SCIENCES INC. INSIDER TRADING POLICY

The purpose of this Insider Trading Policy (“Policy”) is to ensure that all directors, officers, employees, consultants, contractors and agents (e.g. auditors, consultants, board observers and attorneys) of Kodiak Sciences Inc. and its subsidiaries (“Company”) trade and transact the Company’s securities lawfully and ethically.

Subject to the limited exceptions described herein, this Policy prohibits any director, officer, employee, consultant, contractor and agent from:

Your compliance with this Policy is at all times a condition of your continuing employment or of your ongoing service-provider relationship with the Company. Violating this Policy could also expose you to civil and criminal penalties under federal and state laws.

Information is “nonpublic” if the information has not been broadly disseminated to the public for a sufficient period of time to be reflected in the price of Company’s stock or other publicly traded securities.

In most circumstances you should consider information nonpublic until at least one full trading day has elapsed after the information is broadly distributed to the public in a press release, a public filing with the SEC, a pre-announced public webcast or another broad, non-exclusionary form of public communication. A trading day is a day on which U.S. national stock exchanges are open for trading. A full trading day has elapsed when, after the public disclosure, trading in the relevant security has opened and then closed.

Unless you know for certain that material information was publicly disseminated, you should assume the information is nonpublic. If you have any questions or uncertainty as to whether information is nonpublic then consult with the Company’s Compliance Officer.

Information is material if there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, hold or sell securities or would view the information, whether positive or negative, as significantly altering the total mix of information in the marketplace about the issuer of the security. In general, any information that could reasonably be expected to affect the market price of a security is likely to be material. If you have any questions or uncertainty as to whether information is material, then consult with the Company’s Compliance Officer.

Material information includes but is not limited to:

An individual is an “Insider” if he or she possesses material, nonpublic information about the Company or another company whose securities are publicly traded. Insiders may include Company directors, officers, employees, consultants, contractors and agents.

References to an individual include members of his or her immediate family, persons with whom that individual shares a household, his or her economic dependents, and any other individuals or entities whose transactions in securities he or she influences, directs or controls.

Under U.S. federal securities law, corporate directors and certain corporate officers, referred to as “Section 16 reporting persons,” are subject to higher scrutiny for insider trading violations and accordingly are subject to greater regulation. The Company’s Section 16 reporting persons are identified on Schedule I. The Compliance Officer may amend Schedule I from time to time as appropriate to reflect the election of new officers or directors, any change in the responsibilities of officers or other employees and any promotions, demotions, resignations or departures.

For purposes of this Policy, the Company’s Compliance Officer is the Company’s Chief Financial Officer. The Compliance Officer may designate others, from time to time, to assist with the execution of his or her duties under this Policy.

This Policy applies to all Company directors, officers, employees, consultants, contractors and agents, both inside and outside the United States. This policy does not apply to an entity controlled or affiliated with a person covered under this policy if that entity's principal business is the investment of securities (e.g., an investment fund or partnership) and the entity has established its own insider trading controls and procedures in compliance with applicable securities laws. Every person subject to this Policy is responsible for ensuring that their related parties also comply with it.

Except as discussed in Section 10 (Limited Exceptions), this Policy applies to all transactions involving the Company’s securities or other companies’ securities for which you possess material, nonpublic information obtained in the course of your service with the Company. This Policy therefore applies to:

There are no exceptions from insider trading laws or this Policy based on the size of the transaction.

This Policy covers material, nonpublic information of the Company as well as that of other companies, such as the Company’s distributors, vendors, customers, collaborators, suppliers and competitors.

This Policy supplements your existing obligations under the Company’s Employee Confidential Information and Inventions Assignment Agreement and the Company’s External Communications Policy.

Under this Policy, your unauthorized use or disclosure of nonpublic information relating to the Company or other companies is prohibited. You may only use nonpublic information you acquire in the course of your service with the Company for legitimate Company business purposes. You should handle the nonpublic information of parties other than the Company in accordance with the terms of any relevant nondisclosure agreements with that other party, and you must limit your use of any such nonpublic information to the purpose for which it was disclosed.

In cases where you are required to disclose nonpublic information to third parties by law or otherwise, coordinate with the Company’s Compliance Officer prior to disclosing the information.

Except as discussed in Section 10 (Limited Exceptions), you may not, either directly or indirectly through others, engage in any transaction involving the Company’s securities while you are aware of material, nonpublic information relating to the Company. It is not a defense that you did not “use” the information in your transaction. Similarly, you may not engage in transactions involving the securities of any other company if you are aware of material, nonpublic information about that company (except to the extent the transactions are analogous to those presented in Section 10 (Limited Exceptions)).

You may not make recommendations or express opinions based on material, nonpublic information as to trading in the securities of companies to which such information relates. This prohibition prohibits disclosure (even anonymous disclosure) via the Internet or in blogs, investor forums or chat rooms, and it applies whether or not you derive any profit or personal benefit from doing so.

You may not respond to any inquiries or requests from third parties for nonpublic information; if you receive such a request then refer the third party to the appropriate Company individual(s) per the Company’s External Communications Policy. If you don’t know who the appropriate individuals are then refer the inquiry or request to the Compliance Officer.

To limit the likelihood of trading at times when there is a significant risk of insider trading exposure, the Company has instituted quarterly trading blackout periods. The Company may also institute special trading blackout periods from time to time. It is important for you to note that whether or not you are subject to blackout periods, you remain subject to all prohibitions on trading on the basis of material, nonpublic information and any other applicable restrictions in this Policy.

Except as discussed in Section 10 (Limited Exceptions), the individuals on Schedule II may not conduct transactions involving the Company’s securities during quarterly blackout periods. The Compliance Officer may update the list of individuals on Schedule II at any time.

Even if you are not specifically identified as being subject to quarterly blackout periods, you should exercise caution when engaging in transactions during quarterly blackout periods because of the heightened risk of insider trading exposure.

Quarterly blackout periods begin on the 1st day of the month following the end of a fiscal quarter (i.e., April 1, July 1, October 1 and January 1) and end at the start of the second full trading day following the date of public disclosure of the financial results for that fiscal quarter.

The Company may also prohibit certain individuals, including but not necessarily limited to those on Schedule II, from engaging in transactions involving the Company’s securities when, in the judgment of the Compliance Officer, a trading blackout is warranted. The Company may impose special blackout periods when there are material developments known to the Company but not yet public (e.g., in anticipation of announcing out-of-cycle earnings guidance, a significant transaction or business development or clinical trial results), but may also impose a special blackout period for any reason. The Company will notify those individuals subject to a special blackout period before the special blackout period starts. If you are so-notified then you may not engage in any transaction involving the Company’s securities until instructed otherwise by the Compliance Officer, and you may not disclose the existence of

the special blackout period to others.

Those individuals listed on Schedule III must obtain clearance from the Compliance Officer prior to conducting any transaction involving the Company’s securities. The Compliance Officer may, at any time, add or remove persons subject to the pre-clearance requirement and revise Schedule III accordingly. Attached as Schedule IV is a pre-clearance request form to be submitted to the Compliance Officer prior to an individual on Schedule III engaging in any transactions.

The Compliance Officer must obtain clearance from the Company’s Chief Executive Officer or Chief Financial Officer (provided that the Compliance Officer is not the Chief Financial Officer) prior to conducting any transaction involving the Company’s securities.

If you are subject to pre-clearance then you must complete each pre-cleared transaction within three (3) trading days of the clearance.

These pre-clearance procedures decrease, but do not eliminate, risks for those individuals with regular or special access to material nonpublic information when executing certain securities transactions. Pre-clearing a transaction is not a defense to a claim of insider trading and does not excuse you from otherwise complying with insider trading laws or this Policy. Further, pre-clearing a transaction does not constitute an affirmation by the Company or the Compliance Officer that you are not in possession of material, nonpublic information.

The Compliance Officer is under no obligation to approve a transaction submitted for pre- clearance. The Company assumes no liability to you in any manner regarding your trading activity or any proposed transaction. Even where the Company has reviewed and pre-clears a transaction, it is your responsibility to ensure that your trading activity complies with all applicable laws and requirements.

In addition to restricting you from buying and selling securities while you possess material, nonpublic information, this Policy may also restrict your ability to enter into certain risky securities transactions or transactions that could easily lead to the violation of insider-trading laws and requirements.

You are prohibited from entering into short sales (i.e., sale of a security that you don’t own at the time of the sale) and “selling short against the box” (i.e., a sale with a delayed delivery) with respect to Company securities.

You are prohibited from engaging in transactions in publicly traded or privately negotiated options, such as puts and calls, and other derivative securities (whether or not publicly traded) involving the Company’s securities. This prohibition applies to any hedging or similar transaction designed to decrease the risks associated with holding Company securities. Stock options, stock appreciation rights, and other securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company, and broad-based index options, futures or baskets are not subject to this prohibition.

This Policy strongly discourages you from placing open orders, such as limit orders or stop orders, that could come into effect during, or extend into, a blackout period or other closed trading window. You may only place open orders for trades you know will occur during an open trading window. You are responsible for violations of law or of this Policy for any trades that occur at a time when you are aware of material, nonpublic information or otherwise are not permitted to trade in Company securities, even if the trades were made pursuant to an open order placed during an open trading window.

There are very few exceptions to the restrictions this Policy imposes on you. These exceptions are enumerated below.

Even if a transaction falls within an exception to this Policy, there is no guarantee that the transaction will not run afoul of applicable law. For example, a transaction that is not prohibited under this Policy can still be subject to the “short-swing” trading restrictions under Section 16 of the Exchange Act. You are responsible for complying with all applicable laws at all times.

Transactions made pursuant to written instructions that comply with Rule 10b5-1 of the Exchange Act and are approved by the Compliance Officer (a “Trading Plan”), are not subject to the restrictions in this Policy. In approving a Trading Plan, or any proposed modification or termination of a Trading Plan, the Compliance Officer may, in furtherance of the objectives expressed in this Policy, impose criteria in addition to those set forth in Rule 10b5-1. Therefore, you must confer with the Compliance Officer prior to entering into, amending, or terminating any Trading Plan.

The trading restrictions under this Policy do not apply to the grant or award to you of stock options, restricted stock units, restricted stock or stock appreciation rights by the Company. The trading restrictions under this Policy also do not apply to the vesting, cancellation or forfeiture of stock options, restricted stock units, restricted stock or stock appreciation rights in accordance with applicable plans and agreements. However, the trading restrictions do apply to any subsequent sales of any such securities.

The trading restrictions under this Policy do not apply to you exercising:

The trading restrictions under this Policy do apply to you exercising:

The trading restrictions under this Policy do not apply to a change in the number of securities you hold as a result of a stock split or stock dividend applying equally to all securities of a class, or similar transactions.

The trading restrictions under this Policy do not apply to bona fide gifts of Company securities or transfers by will or by the laws of descent and distribution. However, the trading restrictions under this policy do apply to any subsequent trading of such securities if the donee is a related party of the donor.

Transactions that involve merely a change in the form in which you own securities are not subject to the trading restrictions under this Policy. For example, you may transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime.

Any other Policy exceptions must be approved by the Compliance Officer, possibly in consultation with the Board of Directors or an independent committee of the Board of Directors.

If you are a Section 16 reporting person then you must provide, or ensure that your broker provides, the Company with detailed information (e.g., trade date, number of shares, exact price, etc.) about your transactions involving the Company’s securities, including gifts, transfers, pledges and transactions pursuant to a Trading Plan, both prior to (to confirm compliance with pre-clearance procedures) and promptly following execution. The obligation to file Section 16 reports, and to otherwise comply with Section 16, lies with you. The Company is not responsible for your failure to comply with Section 16.

If you are a Section 16 reporting person then you are required to return any profits you make from any purchase and any sale of Company stock if both transactions occur within a six-month window.

If you are a Section 16 reporting person then you are prohibited from pledging Company securities as collateral for loans.

If you are a Section 16 reporting person then you are prohibited from holding Company securities in margin accounts.

Under U.S. federal securities laws, Regulation Blackout Trading Restriction

(“Regulation BTR”) prohibits any director or executive officer from engaging in certain transactions involving Company securities during periods when 401(k) plan participants are prevented from purchasing, selling or otherwise acquiring or transferring an interest in certain securities held in individual account plans. Any profits realized by a director or officer of the Company from transactions that violate Regulation BTR are recoverable by the Company, regardless of the intentions of the director or officer when effecting the transaction. If you engage in such transactions then you are subject to SEC sanction as well as potential criminal liability. The Company will notify directors and officers if they are subject to a blackout trading restriction under Regulation BTR. The Company will provide separate memoranda and other appropriate materials to its directors and executive officers regarding compliance with Regulation BTR.

You must comply with this Policy until the later of the time you (i) are no longer affiliated with the Company and (ii) no longer possess any material, nonpublic information subject to this Policy. If you are subject to a trading blackout under this Policy at the time you cease to be affiliated with the Company then you must abide by the applicable trading restrictions until at least the end of the relevant blackout period.

You are ultimately responsible for complying with this Policy and all applicable laws and regulations. The laws relating to insider trading are complex, and violating them can carry severe consequences. Seek assistance if you have any questions. Use your best judgment at all times and consult with your personal legal and financial advisors as needed. Note that the Company’s legal counsel, both internal and external, represent the Company and not you personally.

There may be instances where you suffer financial harm or other hardship or are otherwise required to forego a planned transaction because of the restrictions imposed by this Policy. Personal financial emergency or other personal circumstances are not mitigating factors under securities laws and will not excuse your failure to comply with this Policy. In addition, a blackout or trading- restricted period will not extend the term of your options. As a consequence, you may be prevented from exercising your options by this Policy or as a result of a blackout or other restriction on your trading, and as a result your options may expire by their term. It is your responsibility to manage your economic interests and to consider potential trading restrictions when determining whether to exercise your options. In such instances, the Company cannot extend the term of your options and has no obligation or liability to replace the economic value or lost benefit to you.

The Company will make this Policy available to all Company directors, officers, employees, consultants, contractors and agents when they commence Company service. Each director, officer, employee, consultant, contractor and agent is required, if requested, to acknowledge that he or she understands, and agrees to comply with, this Policy. You may also obtain a copy of the Company’s policies regarding insider trading at any time from the Compliance Officer.

The Company reserves the right to amend, alter or terminate this Policy at any time and for any reason, subject to applicable law.

It is your responsibility to understand, comply with and help enforce this Policy. You should be alert to possible violations and promptly report violations or suspected Policy violations to the Compliance Officer. If your situation requires that your identity be secret, the Company will preserve your anonymity to the greatest extent reasonably possible.

The Company has contracted Openboard, an independent company, to handle these types of reports. You may report actual or suspected Policy violations using either the website or toll-free number on an anonymous basis; however, the investigation may be more effective in obtaining follow-up or clarifying information if you identify yourself. If you make an anonymous report then please provide as much detail as possible, including copies of any relevant documents. Openboard can be utilized:

By phone (toll free): 866-217-8589

By Web: http://www.openboard.info/KOD/

By email: [email protected]

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Nothing in this Policy creates or implies an employment contract or term of employment, or limits either the Company’s or employee’s right to terminate employment at any time for any reason. No employee of the Company except the Chief Executive Officer has any authority to enter into any agreement for employment for a specified period of time or to make any agreement or representation contrary to the Company’s policy of employment at-will, and any such agreement or representation must be in writing.

The proscriptions in this Policy do not constitute a complete list of restrictions or a complete list of the types of conduct that can result in discipline, up to and including discharge.

SCHEDULE I

INDIVIDUALS SUBJECT TO

SECTION 16 REPORTING AND LIABILITY PROVISIONS

SCHEDULE II

INDIVIDUALS SUBJECT TO

QUARTERLY BLACKOUT PERIODS

SCHEDULE III

INDIVIDUALS SUBJECT TO
PRE-CLEARANCE REQUIREMENTS

The following individuals are subject to section 8 of this Policy.

SCHEDULE IV

KODIAK SCIENCES INC.

INSIDER TRADING POLICY — PRE-CLEARANCE REQUEST FORM

I am not aware of material, nonpublic information regarding the Company at this time. The transaction is in accordance with the Insider Trading Policy and applicable law. I will comply with any applicable reporting and disclosure requirements on a timely basis.

☐ This request is approved. The approval is effective for trades effected within three

(3) trading days of the proposed trade date shown above.