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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 6, 2026
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Kezar Life Sciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-38542 | 47-3366145 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS 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
(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:
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | 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 o
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2026, Kezar Life Sciences, Inc. (the “Company”) and Enodia Therapeutics SAS, a French simplified joint stock company (“Enodia”), entered into an asset purchase agreement (the “Agreement”) pursuant to which Enodia (i) acquired all of the Company’s rights, title and interest in the Company’s Sec61-based discovery and development program assets, including the product candidate internally known as KZR-261 (collectively, the “Assets”); and (ii) assumed liabilities from the Company related to certain transferred contracts and from the ownership, use, operation or maintenance of the Assets under the Agreement (the “Transaction”). Enodia did not acquire any other assets of the Company as part of the Transaction, including any assets related to the Company’s zetomizomib program, employee contracts, cash, accounts receivable, real property or equipment.
Pursuant to the Agreement, the Company received $800,000 in cash at the closing and will receive an additional $200,000 on the earlier to occur of (i) physical delivery of certain inventory assets to Enodia and (ii) 45 days after the closing. The Company is also entitled to receive milestone payments from Enodia upon achievement of certain development, regulatory and commercial milestone events related to products developed from the Assets (the “Products”), for up to a total of $127,000,000 in milestone payments. In addition, Enodia will pay to the Company single digit tiered royalties on net sales from the Products, subject to certain reductions for patent expiration, generic competition and payments for licenses to third party patents.
The Agreement contains customary representations, warranties, covenants and indemnification provisions, including covenants concerning the conduct of the Company during the period commencing on the closing date and ending on the earlier to occur of (i) a change of control of the Company and (ii) five years after the closing date.
The Company has agreed to indemnify Enodia from and against any losses arising from third party claims relating to (i) any excluded liabilities or (ii) fraud by or on behalf of the Company in connection with the Agreement, with Enodia’s recovery for such losses, other than those resulting from fraud, limited to $1,000,000. Enodia has agreed to indemnify the Company from and against any losses arising from third party claims relating to (i) any assumed liabilities or (b) fraud by or on behalf of Enodia in connection with the Agreement, with the Company’s recovery for such losses, other than those resulting from fraud, limited to $1,000,000.
The Agreement has been included as an exhibit hereto to this Current Report on 8-K solely to provide investors with information regarding its terms. It is not intended to be a source of financial, business or operational information about the Company. The representations, warranties and covenants contained in the Agreement were made only for the purposes of the Agreement as of the dates specified therein and solely for the benefit of the parties to the Agreement. In addition, the representations, warranties and covenants contained in the Agreement may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Agreement, including the Company’s representations, warranties and covenants being qualified by confidential disclosure schedules made for the purpose of allocating contractual risk among the parties as opposed to establishing such matters as facts, and may further be subject to certain standards of materiality applicable to the parties that differ from those applicable to investors. As a result, investors should not rely on the representations, warranties and covenants included in the Agreement, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company and its business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the terms of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On March 12, 2026, the Company issued a joint press release with Enodia announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided under this Item 2.02 in this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 2.1* | | Asset Purchase Agreement, dated as of March 6, 2026, between Enodia Therapeutics SAS and the Company |
| 99.1 | | Joint press release of Enodia and the Company, dated March 12, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain information has been omitted from this document in accordance with Regulation S-K, Item 601(b)(10).
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.
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| | | KEZAR LIFE SCIENCES, INC. |
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| Date: | March 12, 2026 | By: | /s/ Marc L. Belsky |
| | | Marc L. Belsky
Chief Financial Officer and Secretary |
Enodia Therapeutics Strengthens Sec61 Portfolio Through Acquisition of Preclinical Assets from Kezar Life Sciences
Transaction deepens insights into Sec61 selectivity for targeted protein degradation, supporting accelerated development of Enodia’s novel small-molecule inhibitors
PARIS and SOUTH SAN FRANCISCO, Calif. - 12 March 2026 - Enodia Therapeutics, a biotechnology company developing novel small-molecule therapies for targeted protein degradation at the point of synthesis, and Kezar Life Sciences, Inc. (Nasdaq:KZR), a clinical-stage biotechnology company developing novel small molecule therapeutics to treat unmet needs in immune-mediated diseases, today announced that Enodia has acquired Kezar’s assets from its Sec61-based discovery and development program. The acquisition enables Enodia to advance its understanding of Sec61 selectivity mechanisms, expanding biological and translational insights for faster progression toward key clinical milestones.
Under the terms of the purchase agreement between Enodia and Kezar, Kezar will receive an initial upfront payment totaling $1 million, and will receive future payments upon achievement of certain development, regulatory and commercialization milestones, for a potential total of up to $127 million. Enodia has also agreed to pay tiered royalties on net sales.
“Kezar has made significant early advances in the Sec61 field with the discovery of small molecule inhibitors,” said Yves Ribeill, Chief Executive Officer of Enodia Therapeutics. “By integrating Kezar’s extensive preclinical datasets into our selective targeted protein degradation platform, this acquisition enhances our ability to make accelerated, yet informed development decisions across our candidate programs.”
Enodia’s proprietary platform enables selective Sec61 Translocon modulation, a novel approach to inhibit disease-relevant proteins at the point of their synthesis before pathological effects occur, while preserving essential physiological functions. Enodia has built a broad and well-characterized chemical space spanning multiple Sec61 inhibitor families, supported by extensive biological datasets, including proteomics, Cryo-EM and tailored cell line libraries to enable rational small-molecule drug design powered by machine learning. Insights from Kezar’s Sec61-based programs will further strengthen Enodia’s core focus on Sec61-driven selectivity for targeting protein degradation.
“Kezar has spent nearly ten years pioneering research and drug discovery efforts around the Sec61 translocon and continues to have strong conviction in this novel target,” said Chris Kirk, PhD, CEO of Kezar Life Sciences. “The team at Enodia is poised to make great progress in this space, and we are excited to see our efforts being carried on and expanded upon.”
About Enodia Therapeutics
Enodia Therapeutics is a biotechnology company focused on developing best-in-class small-molecule therapies that enable the degradation of disease-driving proteins at the point of synthesis, before they have a damaging effect. Rooted in pioneering research from the Institut Pasteur and built by Argobio, Enodia, through its Sec61 platform, is advancing a pipeline initially focused on inflammation, immunology and oncology, with additional opportunities in virology. For additional information please visit: enodiatx.com/
About Kezar Life Sciences
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. For more information, visit www.kezarlifesciences.com.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “can,” “should,” “expect,” “believe,” “potential,” “anticipate” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Kezar’s expectations and assumptions as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties that could cause Kezar’s future results or performance to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding: the potential payment and receipt of milestone payments and royalties, the anticipated therapeutic benefit and ability of Sec61-based programs to address unmet medical need, and the future development of Sec61-based programs. Many factors may cause differences between current expectations and actual results, including unexpected safety or efficacy data observed during clinical studies, changes in the regulatory environment, the uncertainties and timing of the regulatory approval process, and unexpected litigation or other disputes. Other factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Kezar’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” contained therein. Except as required by law, Kezar assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.
Contacts
Enodia Therapeutics
Morgane Schwenzer - morgane.schwenzer@enodiatx.com
Media Relations - Linnden Communications
Michelle Linn – michelle@linndencom.com
Kezar Life Sciences
Investor and Media Contact - IR@kezarbio.com
Sources: Enodia Therapeutics and Kezar Life Sciences, Inc.
