Aurinia (NASDAQ: AUPH) to acquire Kezar with $6.955 per share cash and CVRs
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Aurinia Pharmaceuticals Inc. plans to acquire Kezar Life Sciences through a tender offer at $6.955 in cash per share plus one non-transferable contingent value right (CVR) for each Kezar share. After the offer, a follow-on merger will make Kezar a wholly owned Aurinia subsidiary under Delaware’s Section 251(h) process.
The CVR will give Kezar stockholders potential additional cash tied to Kezar’s closing net cash above $50.0 million, proceeds from existing Enodia and Everest agreements, and future monetization or development of zetomipzomib and other legacy assets over up to 10 years. A key Kezar holder owning about 9.0% of the stock has agreed to tender its shares, and closing is targeted for the second quarter of 2026, subject to minimum tender, net cash and other customary conditions.
Positive
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Insights
Aurinia pursues Kezar buyout with CVR-heavy structure and cash floor.
Aurinia is acquiring Kezar Life Sciences via a tender offer at $6.955 per share plus a CVR that shares upside from zetomipzomib, legacy asset deals and Kezar’s closing net cash above $50.0 million. This blends immediate cash with longer-term contingent economics.
Deal completion depends on a majority of Kezar shares tendered, customary representations and covenants, and a minimum Closing Net Cash of at least $50.0 million. A tender and support agreement from Tang Capital Partners, holding about 9.0% of Kezar’s stock, provides some visibility but not certainty on the minimum tender condition.
The CVR package is detailed: it includes up to $88.0 million in clinical, regulatory and sales milestones plus a 3% net sales royalty if Aurinia initiates clinical development of a product derived from the legacy zetomipzomib assets within two years of closing. Actual CVR value will rely on future development choices, deal-making for legacy assets, and cash levels at and after closing, so economic impact will only become clear over time.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash offer per Kezar share: $6.955 per share
Closing Net Cash condition: $50.0 million
CVR clinical and sales milestones: Up to $88.0 million
+5 more
8 metrics
Cash offer per Kezar share
$6.955 per share
Tender offer price excluding CVR component
Closing Net Cash condition
$50.0 million
Minimum Closing Net Cash required for offer closing
CVR clinical and sales milestones
Up to $88.0 million
Aggregate potential milestone payments tied to Legacy Assets
Royalty on Legacy Assets
3% of net sales
CVR royalty if Aurinia develops product from Legacy Assets
Support holder ownership
9.0% of shares
Tang Capital Partners’ approximate stake under tender and support agreement
Termination fee
$1.2 million
Payable by Kezar to Parent upon specified termination events
CVR duration
10 years
Period for CVR net proceeds, milestones and royalty payments
Legacy asset deal window
2 years
Period to enter Legacy Asset Transaction Agreements after closing
Key Terms
contingent value right, Closing Net Cash, tender offer, Section 251(h), +2 more
6 terms
contingent value right financial
"plus one non-transferable contingent value right (“CVR”), which represents the right to receive"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Closing Net Cash financial
"the Closing Net Cash (as defined in the Merger Agreement) being no less than $50.0 million"
tender offer regulatory
"acquisition of all of the Company’s outstanding shares of common stock ... through a tender offer (the “Offer”)"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Section 251(h) regulatory
"pursuant to the procedure provided for under Section 251(h) of the General Corporation Law of the State of Delaware"
Section 251(h) is a provision in Delaware corporate law that lets a company complete a merger without holding a separate shareholder vote if a prior, qualifying tender offer already secured the required number of shares on the same terms. For investors, it matters because it shortens the timetable and reduces the risk that a merger will be blocked by a follow-up vote—think of it as a shortcut that finalizes a deal once enough stockholders have already agreed.
Legacy Asset Transaction Agreement financial
"entered into during the 2-year period following the closing of the Merger (a “Legacy Asset Transaction Agreement”)"
tender and support agreement financial
"entered into a tender and support agreement (the “Support Agreement”) with Tang Capital Partners, LP"
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): March 30, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
(250 ) 744-2487
(Address and telephone number of registrant's principal executive offices)
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:
| 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 | ||||||||||||
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 1.01 | Entry into a Material Definitive Agreement. | ||||
Agreement and Plan of Merger
On March 30, 2026, Aurinia Pharma U.S., Inc., a Delaware corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Kezar Life Sciences, Inc., a Delaware corporation (the “Company” or “Kezar”), Parent, 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 the purposes of Section 10.13 of the Merger Agreement, Aurinia Pharmaceuticals Inc., a company incorporated under the laws of the Province of Alberta (“Ultimate Parent” or “Aurinia”).
The Merger Agreement provides for, among other things: (i) the acquisition of all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), by Parent through a tender offer (the “Offer”) for a price per share of the Common Stock of: (A) $6.955 in cash (the “Cash Amount”), payable without interest, plus (B) one contingent value right (a “CVR”) (together with the Cash Amount, the “Offer Price”); and (ii) the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger. Under the Merger Agreement, Parent is required to commence the Offer by no later than April 13, 2026. The Offer will remain open for 20 business days, subject to extension under certain circumstances, and the closing of the Merger is expected to occur in the second quarter of 2026, subject to the satisfaction or waiver of the closing conditions.
Pursuant to the terms of the Merger Agreement, as of immediately prior to the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders of Common Stock: (i) each outstanding share of Common Stock, other than (A) shares of Common Stock owned by the Company (or held in the treasury of the Company), Parent, Merger Sub or any of their respective subsidiaries, or Shares that are held by stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be converted into the right to receive the Offer Price without interest, less any applicable withholding taxes; (ii) each option to purchase shares of Company Common Stock (each, a “Company Option”) granted under a Company Equity Plan, whether or not then vested or exercisable, shall become 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”) shall automatically be 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 of common stock of the Company underlying such Company Option at the Effective Time by (y) the number of shares of common stock of the Company 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 of Common Stock underlying such In-the-Money Option; and (iii) each option to purchase shares of common stock of the Company that is outstanding and unexercised as of immediately prior to the Effective Time and that is not an In-the-Money Option (an “Out-of-the-Money Option”) shall be cancelled and cease to exist, and no consideration shall be delivered in exchange for such Out-of-the-Money Option. No later than five (5) business days prior to the Effective Time, each Company restricted stock unit award (a “Company RSU”) that is then outstanding and unvested shall become vested in full and shall be settled by the Company by issuing to the holder a number of shares of Common Stock equal to the number of shares of Common Stock underlying such Company RSU immediately prior to such settlement (subject to applicable withholdings for taxes, which may be satisfied by net share settlement). The shares of Common Stock issued in respect of the Company RSUs shall be treated in the same manner as other shares of Common Stock at the Effective Time. The Company has agreed to take such actions with respect to the Company’s 2018 Employee Stock Purchase Plan (the “Company ESPP”) that are necessary to provide that: (i) the Company ESPP will terminate immediately prior to the Effective Time; and (ii) no new offering period will commence under the Company ESPP following the date of the Merger Agreement.
Parent’s obligation to accept shares of Common Stock tendered in the Offer is subject to the satisfaction or waiver of certain closing conditions, including: (i) that there have been validly tendered and not validly withdrawn prior to the expiration of the Offer a number of shares of Common Stock that, considered together with the number of shares of Common Stock, if any, then owned beneficially by Parent and its subsidiaries, would represent at least one more share of Common Stock than 50% of the total number of shares of Common Stock outstanding at the time of expiration of the Offer; (ii) the accuracy of the representations and warranties of the Company contained in the Merger Agreement (subject to certain materiality exceptions); (iii) material compliance by the Company with its covenants under the Merger Agreement; (iv) the Closing Net Cash (as defined in the Merger Agreement) being no less than $50.0 million; and (v) other customary closing conditions. Consummation of the Offer is not subject to any financing condition.
Following the completion of the Offer, upon terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the General Corporation Law of the State of Delaware, without any additional Company stockholder approvals. The Merger will be effected as soon as practicable following the time of purchase by Parent of shares of Common Stock validly tendered and not withdrawn in the Offer.
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. The Merger Agreement also contains customary covenants and agreements, including with respect to the operations of the business of the Company between the date of the Merger Agreement and the closing of the Merger.
The Merger Agreement contains customary termination rights for the parties including, among others, for failure to consummate the Offer on or before June 28, 2026, and if the Closing Net Cash is less than $50.0 million as of the closing of the Offer. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a Superior Company Proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $1.2 million.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference. The Merger Agreement and the foregoing description thereof have been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the Company, on the one hand, and Parent and Merger Sub, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Merger Agreement, including information in confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date and may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the Company, on the one hand, and Parent and Merger Sub, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about the Company, Parent, Merger Sub or their respective subsidiaries or affiliates at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Contingent Value Rights Agreement
At or prior to the Offer Closing Time, Ultimate Parent and the Buyer Entities expect to enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent and a representative, who will act as agent and attorney-in-fact for the holders of CVRs. Each CVR will represent a contractual right to receive contingent cash payments equal to:
•100% of the amount by which Closing Net Cash, as determined not later than 90 days following the closing of the Merger, exceeds $50.0 million;
•100% of the Net Proceeds (as defined in the CVR Agreement), if any, Parent receives during the 10-year period following the closing of the Merger in respect of the existing Asset Purchase Agreement, dated March 6, 2026, by and between the Company and Enodia Therapeutics SAS;
•90% of the Net Proceeds, if any, Parent receives during the 10-year period following the closing of the Merger in respect of the existing Collaboration and License Agreement, dated September 20, 2023, by and between the Company and Everest Medicines II (HK) Limited, as amended;
•90% of the Net Proceeds, if any, Parent receives during the 10-year period following the closing of the Merger from the sale, license or other disposition by Parent or any of its affiliates, including the Company (after the closing), of all or any part of certain legacy intellectual property assets and rights relating to zetomipzomib (the “Legacy Assets”), and such transaction is entered into during the 2-year period following the closing of the Merger (a “Legacy Asset Transaction Agreement”); and
•In the event Parent initiates a clinical study of a product candidate derived from the Legacy Assets during the 2-year period following the closing of the Merger: (a) milestone payments of up to $88.0 million in the aggregate tied to the achievement of certain clinical, regulatory and sales-based milestones related to the Legacy Assets; and (b) royalty payments equal to 3% of net sales of Legacy Assets, in each case, to the extent achieved or earned during the 10-year period following the closing of the Merger.
Through the earlier of the first anniversary of closing of the Merger or Parent’s decision to seek a Legacy Asset Transaction Agreement (the “Development Period”), Parent must use commercially reasonable efforts to develop a product candidate derived from the Legacy Assets, including by using commercially reasonable efforts to effect the initiation of a clinical study. If Parent has not effected the initiation of a clinical study relating to the Legacy Assets during the Development Period, then, during the period commencing at the end of the Development Period and ending on the second anniversary of closing of the Merger, Parent must use commercially reasonable efforts to enter into one or more Legacy Asset Transaction Agreements.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the U.S. Securities and Exchange Commission (the “SEC”). The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, any constituent corporation party to the Merger or any of their respective affiliates.
There can be no assurance that any CVR Payment will be received by the holders of the CVRs.
The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of CVR Agreement, a copy of which is included as Exhibit C to the Merger Agreement filed as Exhibit 2.1 to this report and incorporated by reference herein.
The CVR Agreement and the foregoing description thereof have been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Parent, Merger Sub or their respective subsidiaries and affiliates.
Tender and Support Agreement
In connection with the execution of the Merger Agreement, the Company, Parent and Merger Sub entered into a tender and support agreement (the “Support Agreement”) with Tang Capital Partners, LP (the “Supporting Stockholder”), solely in the Supporting Stockholder’s capacity as a holder of shares of Common Stock. The Support Agreement provides that, among other things, the Supporting Stockholder irrevocably tenders the shares of Common Stock held by it in the Offer, upon the terms and subject to the conditions of such agreement. The shares of Common Stock subject to the Support Agreement comprise approximately 9.0% of the outstanding shares of Common Stock. The Support Agreement will terminate upon certain circumstances, including upon the Effective Time, termination of the Merger Agreement or if the board of directors of the Company votes to approve a Superior Company Proposal.
The form of the Support Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text thereof.
| Item 7.01 | Regulation FD Disclosure. | ||||
On March 30, 2026, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement as described above. A copy of the joint press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the SEC made by Aurinia regardless of any general incorporation language in such filing, except as set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 2.1* | Agreement and Plan of Merger, dated as of March 30, 2026, by and among Kezar Life Sciences, Inc., Aurinia Pharma U.S., Inc., Aurinia Merger Sub, Inc. and, solely for purposes of Section 10.13, Aurinia Pharmaceuticals Inc. | |||||||
| 10.1 | Form of Tender and Support Agreement, dated as of March 30, 2026, by and among Aurinia Pharma U.S., Inc., Aurinia Merger Sub, Inc., Kezar Life Sciences, Inc. and the stockholders party thereto. | |||||||
| 99.1 | Joint press release issued by Aurinia Pharmaceuticals Inc. and Kezar Life Sciences, Inc., dated March 30, 2026 | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
| * | Certain annexes, exhibits and schedules have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Aurinia agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that Aurinia may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. | |||||||
Cautionary Note Regarding Forward-Looking Statements
This communication includes forward-looking statements that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. All statements, other than statements of historical fact, are generally forward-looking statements, including all statements regarding the intent, belief, or expectations of Aurinia and its management. These forward-looking statements typically can be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, objectives, opportunities, and the outlook for the Company or Aurinia; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties; accordingly, investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially due to several factors. Factors that could cause future results to differ materially include: uncertainties as to the timing of the Offer and Merger; uncertainties as to how many of the Company’s stockholders will tender their stock in the Offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that the Company does not satisfy the minimum closing net cash condition or that a governmental entity may prohibit or delay the consummation of the transaction; the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger
Agreement, including circumstances requiring the Company to pay a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the proposed Transaction on a timely basis or at all; significant transaction costs; the risk that activities related to the CVR Agreement may not result in any value to the Company’s stockholders; the possibility that competing offers will be made; the risk that any stockholder litigation in connection with the proposed Transactions may result in significant costs of defense, indemnification and liability; risks of unexpected costs, delays, or other unexpected hurdles; and other factors as set forth in Aurinia’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, and other reports filed with the SEC. The forward-looking statements in this communication speak only as of the date of this communication. Aurinia undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law.
Important Information about the Offer and Where to Find It
The Offer for the Shares of Kezar referenced in this Current Report on Form 8-K has not yet commenced. This Current Report on Form 8-K is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the Offer materials that the Buyer Entities will file with the SEC upon the commencement of the Offer. The solicitation and offer to buy the Shares of Kezar will only be made pursuant to the Offer materials that Parent and Merger Sub will file with the SEC. At the time the Offer is commenced, the Buyer Entities will file a tender offer statement on Schedule TO, and, thereafter, Kezar will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be made available to all holders of Shares of Kezar at no expense to them at Kezar’s website at ir.kezarlifesciences.com, or Aurinia’s website at https://www.auriniapharma.com/investors and (once they become available) will be mailed to Kezar’s stockholders free of charge. The information contained in, or that can be accessed through, Kezar’s or Aurinia’s website is not a part of, or incorporated by reference in, this filing. The Offer materials and the Solicitation/Recommendation Statement on Schedule 14D-9 will be made available to the public for free at the SEC’s website at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, Kezar and Aurinia file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Kezar or Aurinia with the SEC for free on the SEC’s website at www.sec.gov or on Kezar’s website at ir.kezarlifesciences.com, or Aurinia’s website at https://www.auriniapharma.com/investors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 3, 2026
| AURINIA PHARMACEUTICALS INC. | ||||||||
| By: | /s/ Michael Hearne | |||||||
| Michael Hearne | ||||||||
| Chief Financial Officer | ||||||||
| Exhibit 99.1 | ||||||||
Aurinia Pharmaceuticals to Acquire Kezar Life Sciences for $6.955 in Cash per Share Plus a Contingent Value Right
ROCKVILLE, Maryland and EDMONTON, Alberta, and South San Francisco, California, March 30, 2026 – Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH), a biopharmaceutical company focused on delivering therapies to people living with autoimmune diseases with high unmet medical needs, announced today it has entered into a definitive merger agreement (the “Merger Agreement”) to acquire Kezar Life Sciences, Inc. (NASDAQ: KZR), a biotechnology company focusing on small-molecule therapeutics to treat unmet needs in autoimmunity and cancer, for $6.955 in cash per share of Kezar common stock, plus one non-transferable contingent value right (“CVR”), which represents the right to receive: (i) potential payments relating to the ongoing clinical development or disposition of zetomipzomib; (ii) certain proceeds relating to Kezar’s collaboration with Everest Medicines and Kezar’s sale of its Sec61-based discovery and development program to Enodia Therapeutics; and (iii) 100% of Kezar’s closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses.
Following a strategic review process conducted by the Kezar board of directors with the assistance of Kezar’s management and external legal and financial advisors, the Kezar board of directors has unanimously: (i) determined that the acquisition by Aurinia is in the best interests of Kezar and its stockholders; and (ii) approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby.
Zetomipzomib, Kezar’s lead product candidate, is a first-in-class immunoproteasome inhibitor in development for patients with autoimmune hepatitis (AIH), lupus nephritis and systemic lupus erythematosus (SLE). Zetomipzomib demonstrated clinically meaningful and durable steroid-sparing remissions in the PORTOLA Phase 2 AIH study. Kezar had positive interactions with the US Food and Drug Administration (FDA) in a recent Type C meeting aimed to accelerate the development of zetomipzomib in AIH.
“We are pleased to conclude our strategic review process with this agreement with Aurinia, which will provide immediate liquidity to our shareholders, as well as ongoing participation in the value of zetomipzomib. With its successful track record developing and commercializing treatments for autoimmune diseases, Aurinia is well positioned to continue the development of this novel therapeutic agent,” said Chris Kirk, Chief Executive Officer of Kezar.
Pursuant to the terms of the Merger Agreement, Aurinia will, through its wholly owned subsidiary, Aurinia Pharma U.S., Inc., and its merger subsidiary, Aurinia Merger Sub, Inc., commence a tender offer (the "Offer") by April 13, 2026, to acquire all outstanding shares of Kezar common stock. The closing of the Offer is subject to certain conditions, including the tender of shares of Kezar common stock representing at least a majority of the total number of outstanding shares, Kezar having closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses and other customary closing conditions. Immediately following the closing of the Offer, Kezar will be acquired by Aurinia, and all remaining shares not tendered in the Offer, other than shares owned directly or indirectly by Aurinia or Kezar or a subsidiary thereof or validly subject to appraisal, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the Offer.
Tang Capital Partners, LP, which holds approximately 9.0% of Kezar's outstanding common stock, has signed a tender and support agreement under which it has agreed to tender its shares in the Offer and support the transaction. The transaction is expected to close in the second quarter of 2026.
Advisors
TD Cowen served as exclusive financial advisor and Cooley LLP served as legal counsel to Kezar.
About Aurinia
Aurinia is a biopharmaceutical company focused on delivering therapies to people living with autoimmune diseases with high unmet medical needs. In January 2021, Aurinia introduced LUPKYNIS® (voclosporin), the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis. Aurinia is also developing aritinercept, a dual inhibitor of B cell-activating factor (BAFF) and a proliferation-inducing ligand (APRIL) for the potential treatment of autoimmune diseases.
About Kezar
Kezar Life Sciences is a clinical-stage biopharmaceutical company developing novel small molecule therapeutics to treat unmet needs in immune-mediated diseases. Zetomipzomib, a selective immunoproteasome inhibitor, is currently being evaluated for autoimmune hepatitis. This product candidate also has the potential to address multiple chronic immune-mediated diseases.
Aurinia Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities law and forward-looking statements within the meaning of applicable U.S. securities law. We caution investors that forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and involve substantial risks and uncertainties that could cause the actual outcomes to differ materially from what we currently expect. These risks and uncertainties include, but are not limited to, those associated with statements regarding the proposed transactions between Aurinia and Kezar, including the Offer and merger, the expected timetable for completing the proposed transactions, the potential benefits of the transactions, the potential consideration amount from the proposed transactions and the terms of the Merger Agreement and CVR Agreement and other risks and uncertainties identified in our filings with the U.S. Securities and Exchange Commission. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things, the risk that the proposed transactions may not be completed in a timely manner, or at all; the possibility that various closing conditions of the Offer or the merger may not be satisfied or waived; uncertainty regarding how many of Kezar’s stockholders will tender their shares in the Offer; the risk that competing offers or acquisition proposals will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement and the transactions; the risk that Aurinia may not be able to develop zetomipzomib in a timely fashion or at all.
Forward-looking statements in this press release apply only as of the date made, and we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Additional information related to Aurinia, including a detailed list of the risks and uncertainties affecting Aurinia and its business, can be found in Aurinia’s most recent Annual Report on Form 10-K and its other public filings (and in the Schedule TO and related Offer documents to be filed by Aurinia) available by accessing the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedarplus.ca or the U.S. Securities and Exchange Commission’s Electronic Document Gathering and Retrieval System (EDGAR) website at www.sec.gov/edgar, and on Aurinia’s website at www.auriniapharma.com.
Kezar Forward-Looking Statements
This press release contains “forward-looking” statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed transactions between Aurinia and Kezar, including the Offer and merger, the expected timetable for completing the proposed transactions, the potential benefits of the transactions, the potential consideration amount from the proposed transactions and the terms of the Merger Agreement and CVR Agreement, and any other statements about Kezar’s management’s future expectations, beliefs, goals, plans or prospects. Kezar may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things, the risk that the proposed transactions may not be completed in a timely manner, or at all, which may adversely affect Kezar’s business and the price of its common stock; the possibility that various closing conditions of the Offer or the merger may not be satisfied or waived; uncertainty regarding how many of Kezar’s stockholders will tender their shares in the Offer; the risk that competing offers or acquisition proposals will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement and the transactions; uncertainty as to the ultimate transaction costs; the possibility that milestone payments related to the CVR will never be achieved and that no milestone payments may be made; the effect of the announcement or pendency of the proposed transactions on Kezar’s trading price, business, operating results and relationships with collaborators, vendors, competitors and others; the risk that stockholder litigation or legal proceedings in connection with the proposed transactions may result in significant costs of defense, indemnification and liability, or present risks to the timing or certainty of the closing of the proposed transactions; the outcome of any stockholder litigation or legal proceedings that may be instituted against Kezar related to the Merger Agreement or the proposed transactions; changes in Kezar’s businesses during the period between announcement and closing of the proposed transactions; uncertainties pertaining to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates and changes in tax and other laws, regulations, rates and policies; and other risks and uncertainties, any of which could cause Kezar’s actual results to differ from those contained in the forward-looking statements, that are described in greater detail in the section entitled “Risk Factors” in Kezar’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on March 27, 2026, as well as in other filings Kezar may make with the SEC in the future and in the Schedule TO and related Offer documents to be filed by Aurinia. Any forward-looking statements contained in this filing speak only as of the date hereof, and Kezar does not undertake and expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
Important Information and Where to Find It
The Offer for the outstanding shares of Kezar referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the Offer materials that Aurinia Pharmaceuticals Inc. and its subsidiary will file with the SEC. At the time the Offer is commenced, Aurinia Pharmaceuticals Inc. and its subsidiary will file Offer materials on Schedule TO, and, thereafter, Kezar will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF KEZAR’S COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF KEZAR’S COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, related Letter of Transmittal and certain other Offer documents will be made available to Kezar common stockholders at no expense upon request and will be made available to the public for free at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of both companies' website at https://www.auriniapharma.com/investors and https://ir.kezarlifesciences.com.
Aurinia Inquiries
ir@auriniapharma.com
Kezar Inquiries
ir@KezarBio.com
FAQ
What are the key terms of Aurinia (AUPH) acquiring Kezar Life Sciences?
Aurinia will acquire Kezar via a tender offer at $6.955 in cash per share plus one contingent value right (CVR). Remaining shares will later be converted into the same cash and CVR consideration through a follow-on merger structure.
How do the contingent value rights work in the Aurinia–Kezar deal?
Each CVR provides potential cash tied to Kezar’s closing net cash above $50.0 million and a share of net proceeds from Enodia and Everest agreements, legacy asset transactions, and zetomipzomib development milestones and royalties over a period of up to ten years.
What conditions must be met for the Aurinia tender offer for Kezar to close?
Conditions include a majority of Kezar shares being validly tendered, Kezar meeting a minimum Closing Net Cash of $50.0 million, accuracy of representations and warranties, compliance with covenants and other customary regulatory and transactional closing conditions.
What happens to Kezar stock options and RSUs in the Aurinia acquisition?
In-the-money Kezar stock options will vest, be cancelled, and converted into cash based on $6.955 per share plus one CVR per underlying share. Out-of-the-money options are cancelled without payment, while unvested RSUs vest and settle into shares receiving the same merger consideration.
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Aurinia Pharmace