UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
KEZAR LIFE SCIENCES, INC.
(Name of Subject Company (Issuer))
AURINIA PHARMA U.S., INC.
(Name of Filing Persons (Co-Offeror 1))
AURINIA MERGER SUB, INC.
(Name of Filing Persons (Co-Offeror 2))
AURINIA PHARMACEUTICALS INC.
(Name of Filing Persons (Co-Offeror 3))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
49372L209
(CUSIP Number of Class of Securities)
Kevin Tang
Aurinia Pharma U.S., Inc.
77 Upper Rock Circle, Suite 700
Rockville, Maryland 20850
(250) 744-2487
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ☐
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 13d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed under cover of Schedule TO on April 13, 2026 (together with any
subsequent amendments and supplements thereto, the “Schedule TO”) by Aurinia Pharma U.S., Inc., a Delaware corporation (“Parent” or “Purchaser”). This Schedule TO relates to the offer (the “Offer”) by Purchaser, to purchase all
of the issued and outstanding shares of common stock, par value $0.001 per share (“Shares”), of Kezar Life Sciences, Inc., a Delaware corporation (“Kezar”), for: (i) $6.955 per Share in cash, without interest (the “Cash Amount”);
plus (ii) one nontransferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to
Purchase, dated April 13, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”),
copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 30, 2026 (together with any amendments or supplements thereto, the “Merger
Agreement”), by and among Kezar, Parent and 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 corporation amalgamated under the laws of the Province of Alberta (“Ultimate Parent” or “Aurinia”), a copy of which is filed as Exhibit (d)(1) hereto and
incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.
Except as otherwise set forth in this Amendment, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly
incorporated into this Amendment by reference. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the
Offer to Purchase.
Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
“Closing of the Merger
The Offer expired as scheduled, on the Expiration Date, one minute after 11:59 p.m. Eastern Time on Friday, May 8, 2026 and was not extended. The Depositary & Paying Agent has advised Purchaser that, as of the
Expiration Date, a total of 5,927,580 Shares were validly tendered into, and not validly withdrawn from, the Offer, representing approximately 80.24% of Shares that were issued and outstanding as of the Expiration Date. All conditions to the
Offer, including the Minimum Tender Condition, having been satisfied or waived, and Purchaser irrevocably accepted for payment and expects to promptly pay for all Shares validly tendered and not validly withdrawn in the Offer pursuant to the
terms of the Offer and the Merger Agreement.
On May 11, 2026, Parent completed the acquisition of Kezar pursuant to the terms of the Merger Agreement, through the merger of Merger Sub with and into Kezar in accordance with
Section 251(h) of the DGCL, with Kezar continuing as the surviving corporation in the Merger and thereby becoming a wholly owned subsidiary of Parent. At the Effective Time of the Merger, each issued and outstanding Share not tendered into the
Offer (other than any Shares held in the treasury of Kezar, owned by Parent, Merger Sub or any other subsidiary of Parent, or any Shares held by any stockholders of Kezar who are entitled to and who properly exercise appraisal rights under Delaware
law) was automatically converted into the right to receive the Offer Price without interest, less any applicable withholding taxes.
The Shares ceased to trade on Nasdaq prior to the commencement of trading on May 11, 2026, and Kezar has requested that Nasdaq file a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Parent and Kezar intend to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of
registration of the Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Shares and take steps to cause the termination of the registration of
the Shares under the Exchange Act and suspend all of Kezar’s reporting obligations under the Exchange Act as promptly as practicable.”
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Index No.
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(a)(1)(A)*
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Offer to Purchase, dated April 13, 2026
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(a)(1)(B)*
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Form of Letter of Transmittal (including Form W-9)
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(a)(1)(C)*
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(D)*
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(5)(A)*
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Joint Press Release of Aurinia and Kezar issued on March 30, 2026 (incorporated by reference to Exhibit 99.1 to Kezar’s Current Report on Form 8-K (File No. 001-38542) filed with the SEC on March 30, 2026)
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(d)(1)*
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Agreement and Plan of Merger, dated March 30, 2026, by and among Parent, Merger Sub, Kezar, and, solely for purposes of Section 10.13, Aurinia (incorporated by reference to Exhibit 2.1 to Kezar’s Current Report on Form 8-K (File No.
001-38542) filed with the SEC on March 30, 2026)
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(d)(2)*
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Confidentiality Agreement, dated March 23, 2026, between Kezar and Aurinia
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(d)(3)*
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Form of Tender and Support Agreement (incorporated by reference to Exhibit 10.1 to Kezar’s Current Report on Form 8-K (File No. 001-38542) filed with the SEC on March 30, 2026)
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(d)(4)*
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Form of Contingent Value Rights Agreement (incorporated by reference to Exhibit C of Exhibit 2.1 to Kezar’s Current Report on Form 8-K (File No. 001-38542) filed with the SEC on March 30, 2026)
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(d)(5)**
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Contingent Value Rights Agreement, dated May 11, 2026, by and among Parent, Merger Sub, the Rights Agent and the Representative.
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(g)
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Not applicable
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(h)
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Not applicable
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107*
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Filing Fee Table
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*
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Previously filed.
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**
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Filed herewith.
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| ITEM 13. |
INFORMATION REQUIRED BY SCHEDULE 13E-3.
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Not applicable.
SIGNATURE
After due 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.
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Dated: May 11, 2026
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AURINIA PHARMA U.S., INC.
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By:
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/s/ Kevin Tang
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Name:
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Kevin Tang
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Title:
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Chief Executive Officer
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AURINIA MERGER SUB, INC.
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By:
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/s/ Kevin Tang
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Name:
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Kevin Tang
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Title:
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Chief Executive Officer
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AURINIA PHARMACEUTICALS INC.
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By:
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/s/ Kevin Tang
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Name:
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Kevin Tang
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Title:
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Chief Executive Officer
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