Kezar Life Sciences, Inc.

false 12-31 0001645666 0001645666 2026-05-08 2026-05-08 0001645666 kzr:PreferredSharePurchaseRightsMember 2026-05-08 2026-05-08 0001645666 us-gaap:CommonStockMember 2026-05-08 2026-05-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2026 Kezar Life Sciences, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38542 47-3366145 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 4000 Shoreline Court, Suite 300 South San Francisco , California 94080 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 650 ) 822-5600 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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, $0.001 par value per share KZR The Nasdaq Stock Market LLC Preferred Share Purchase Rights The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed by Kezar Life Sciences, Inc. (the “ Company ”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) on March 30, 2026, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Aurinia Pharma U.S., Inc., a Delaware corporation (“ Parent ” or “ Aurinia ”), Aurinia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ” and together with Parent, the “ Buyer Entities ”), and, solely for purposes of Section 10.13 of the Merger Agreement, Aurinia Pharmaceuticals Inc., a company amalgamated under the laws of the Province of Alberta (“ Ultimate Parent ”), and the parent entity of Parent. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on May 11, 2026, Parent completed a tender offer to purchase all of the Company’s outstanding shares (the “ Shares ”) of common stock, par value $0.001 per share, in exchange for (i) $6.955 per Share, payable in cash, without interest (such amount, or any different amount per Share paid pursuant to the Offer, the “ Cash Amount ”), plus (ii) one contingent value right per Share (each, a “ CVR ”), which represents the right to receive certain payments in cash in accordance with the terms and subject to the conditions of the contingent value rights agreement (the “ CVR Agreement ”) dated May [•], 2026, by and among Ultimate Parent, the Buyer Entities, Fortis Advisors LLC, a Delaware limited liability company, as representative and attorney in fact of the CVR holders (the “ Representative ”) and Broadridge Corporate Issuer Solutions, LLC (the “ Rights Agent ”) (the Cash Amount plus one CVR, together, the “ Offer Price ”), in each case, subject to and in accordance with the terms and conditions set forth in the Offer to Purchase, dated April 13, 2026 (the “ Offer to Purchase ”), and in the related Letter of Transmittal the “ Letter of Transmittal ,” which, together with the Offer to Purchase constituted the “ Offer ”). The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m. Eastern Time on Friday, May 8, 2026 (such date and time, the “ Expiration Time ”), and the Offer was not further extended. According to Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer, as of the Expiration Time, a total of 5,927,580 Shares had been validly tendered, and not validly withdrawn, representing approximately 80.2% of the outstanding Shares as of the Expiration Time. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition (as defined in the Merger Agreement). All other conditions to the Offer were satisfied and Parent accepted for payment all Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer. On May 11, 2026, Merger Sub merged with and into the Company (the “ Merger ”), pursuant to which the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation in the Merger (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “ DGCL ”), with no stockholder vote required. At the effective time of the Merger (the “ Effective Time ”), each outstanding Share (other than (i) Shares owned by the Company (or held in the treasury of the Company), Parent, Merger Sub or any other subsidiary of Parent and (ii) Shares that are held by stockholders who are entitled to, and properly demanded, appraisal rights in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive the Offer Price from the Buyer Entities without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, • each option to purchase Shares (each, a “ Company Option ”) granted under a Company equity plan, whether or not then vested or exercisable, became fully vested. At the Effective Time, each such Company Option with a per-share exercise price less than the Cash Amount (each, an “ In-the-Money Option ”) was automatically cancelled and converted into the right to receive (A) an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per Share underlying such Company Option at the Effective Time by (y) the number of Shares underlying such In-the-Money Option, subject to the terms and conditions specified in the Merger Agreement and (B) one CVR in respect of each Share underlying such In-the-Money Option; and 1 • each option to purchase Shares that was outstanding and unexercised as of immediately prior to the Effective Time and that was not an In-the-Money Option (an “ Out-of-the-Money Option ”) was cancelled and ceased to exist, and no consideration will be delivered in exchange for such Out-of-the-Money Option. As of the Effective Time, there were no outstanding Company restricted stock unit awards. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, the Company’s 2018 Employee Stock Purchase Plan was terminated. The foregoing description of the Merger Agreement, the CVR Agreement, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-