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  4. [8-K] Kezar Life Sciences, Inc. Reports Material Event

Aurinia acquires Kezar Life Sciences (NASDAQ: KZR) in cash-and-CVR deal

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kezar Life Sciences has been acquired by Aurinia Pharma U.S. through a tender offer and follow-on merger. Stockholders receive $6.955 in cash per share plus one contingent value right (CVR) for each share, giving potential additional cash payments under a CVR agreement.

At expiration of the offer, 5,927,580 shares, or about 80.2% of outstanding shares, were validly tendered, satisfying the minimum condition. Merger Sub then merged into Kezar under Section 251(h) of Delaware law, making Kezar a wholly owned subsidiary of Aurinia.

Trading in KZR common stock is being suspended, and Kezar is being delisted from Nasdaq, with plans to terminate SEC registration and reporting. The prior board resigned, and Aurinia’s designees, led by Kevin Tang, became the sole director and officers of the surviving corporation.

Positive

  • Cash-and-CVR consideration for stockholders: Each Kezar share is converted into $6.955 in cash plus one contingent value right (CVR), providing immediate liquidity and potential additional cash payments if conditions under the CVR agreement are satisfied.

Negative

  • Delisting and end of public trading: Following the merger, Kezar requested suspension of Nasdaq trading, delisting via Form 25, and plans to file Form 15 to terminate SEC registration and reporting, ending public-market access to KZR shares.

Insights

Aurinia closes cash-and-CVR acquisition of Kezar and prepares delisting.

Kezar Life Sciences is being taken private via Aurinia’s tender offer followed by a short-form merger under Section 251(h). Stockholders are cashed out at $6.955 per share plus one CVR, which may yield additional cash if specified milestones in the CVR agreement are met.

The offer succeeded with 5,927,580 shares, about 80.2% of outstanding shares, tendered by the expiration time, triggering automatic completion of the merger without a separate stockholder vote. Kezar becomes a wholly owned subsidiary of Aurinia with a new board and management drawn from the former Merger Sub.

Following completion, Nasdaq trading in KZR is being suspended, delisting will be effected via Form 25, and a Form 15 is planned to terminate registration and ongoing reporting under Sections 12(g), 13 and 15(d). The investment thesis for Kezar as a standalone public company effectively ends with this change in control.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Per-share cash consideration $6.955 per share Cash Amount paid for each Kezar common share in the offer
Contingent value rights 1 CVR per share Each share also receives one contingent value right under CVR Agreement
Shares tendered 5,927,580 shares Validly tendered and not withdrawn by the offer expiration time
Tendered ownership percentage 80.2% of shares Approximate percentage of outstanding Kezar shares tendered
Offer expiration May 8, 2026 Offer and withdrawal rights expired one minute after 11:59 p.m. Eastern Time
Merger completion date May 11, 2026 Date Merger Sub merged into Kezar and Kezar became a wholly owned subsidiary
contingent value right financial
"one contingent value right per Share (each, a “CVR”), which represents the right to receive certain payments in cash"
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.
tender offer financial
"Parent completed a tender offer to purchase all of the Company’s outstanding shares"
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
"The Merger was completed pursuant to 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.
Form 25 regulatory
"requested that Nasdaq ... file with the SEC a Notification of Removal from Listing and/or Registration on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
change in control financial
"As a result of the consummation of the Offer and the Merger, there was a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Understanding 8-K Material Events →
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-K filed by the Company on March 30, 2026, which is incorporated herein by reference, and the full text of the CVR Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K .
 
The information set forth in Items 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.
 
In connection with the consummation of the Offer and the Merger, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on May 11, 2026 and (B) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Surviving Corporation intends 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.
 
Item 3.03
Material Modification to Rights of Security Holders.
 
The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
 
Item 5.01
Changes in Control of Registrant.
 
The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
 
As a result of the consummation of the Offer and the Merger, there was a change in control of the Company and the Company became a wholly owned subsidiary of Parent.
 
Item 5.02
Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Pursuant to the terms of the Merger Agreement, at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company. These resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices.
 
2
As previously disclosed in the Company’s Current Report on Form 8-K filed on April 3, 2026, Christopher J. Kirk, Ph.D., Marc L. Belsky and Mark Schiller entered into separation agreements with the Company. Each officer’s employment with the Company will terminate at the Effective Time. There were no disagreements between any of Mr. Kirk, Mr. Belsky and Mr. Schiller and the Company.
 
Following the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, the sole director and officers of Merger Sub immediately prior to the Effective Time became the sole director and officers of the Surviving Corporation. The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang. The executive officers of Merger Sub immediately prior to the Effective Time were Kevin Tang, Chief Executive Officer, Ryan Cole, Chief Operating Officer, Michael Hearne, Chief Financial Officer, and Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)          Exhibits

Exhibit
Number
  
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. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Kezar Life Sciences, Inc. on March 30, 2026 (File No. 001-38542))
     
10.1*
  
Contingent Value Rights Agreement, dated May 11, 2026, by and among Aurinia Pharmaceuticals Inc., Aurinia Pharma U.S., Inc., Aurinia Merger Sub, Inc., Fortis Advisors LLC and Broadridge Corporate Issuer Solutions, LLC (incorporated herein by reference to Exhibit (d)(4) of the Schedule TO-T/A filed by Aurnia Pharma U.S., Inc. on May 11, 2026)
     
3.1**
  
Amended and Restated Certificate of Incorporation of Kezar Life Sciences, Inc.
     
3.2**
  
Amended and Restated Bylaws of Kezar Life Sciences, Inc.
     
104
  
Cover Page Interactive Data File (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. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
**
Filed herewith.

3
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.

 
Kezar Life Sciences, Inc.
   
Date: May 11, 2026
By:
/s/ Christopher Kirk
   
Christopher Kirk, Ph.D.
   
Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What are Kezar Life Sciences (KZR) stockholders receiving in the Aurinia acquisition?

Kezar stockholders receive $6.955 in cash per share plus one contingent value right (CVR) for each share. The CVR may entitle holders to additional cash payments, subject to conditions in the contingent value rights agreement executed at closing.

How many Kezar Life Sciences (KZR) shares were tendered in the offer?

At the offer’s expiration, 5,927,580 Kezar shares had been validly tendered and not withdrawn. This represented about 80.2% of the outstanding shares, satisfying the minimum tender condition specified in the merger agreement with Aurinia.

What happens to Kezar Life Sciences (KZR) Nasdaq listing after the merger?

Following the merger, Kezar notified Nasdaq of the transaction and requested that Nasdaq suspend trading and delist the shares. A Form 25 will be filed to remove the listing and deregister the shares under Section 12(b) of the Exchange Act.

Will Kezar Life Sciences (KZR) continue filing reports with the SEC?

After becoming a wholly owned subsidiary of Aurinia, the surviving corporation intends to file Form 15 with the SEC. This request seeks termination of registration under Section 12(g) and suspension of periodic reporting obligations under Sections 13 and 15(d).

Did Kezar Life Sciences experience a change in control in this transaction?

Yes. The tender offer and subsequent merger caused a change in control, making Kezar a wholly owned subsidiary of Aurinia. The pre-merger directors resigned, and the sole director and officers of Merger Sub became the leadership of the surviving corporation.

What happened to Kezar Life Sciences’ board and executive officers at closing?

At the effective time, all incumbent Kezar directors resigned, with no disagreements reported. The sole director and executive officers of Merger Sub, including Kevin Tang as director and chief executive officer, assumed board and officer roles at the surviving corporation.

Filing Exhibits & Attachments

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