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Kezar Life Sciences amended its Schedule 14D-9 to report the final results of the tender offer and completion of the merger. The Offer expired at one minute after 11:59 p.m. Eastern on May 8, 2026; 5,927,580 shares were validly tendered, representing approximately 80.2% of shares outstanding at expiration. Parent accepted for payment all validly tendered shares and completed the merger on May 11, 2026, with Kezar continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. At the Effective Time, each outstanding share was cancelled and converted into the right to receive $6.955 per share in cash plus one contingent value right per share, subject to customary withholding and appraisal rights where applicable. The shares ceased trading prior to market open on May 11, 2026, and delisting and deregistration steps are planned.
Aurinia Pharma completed its tender offer and merger for Kezar Life Sciences. The Offer provided $6.955 per share in cash plus one nontransferable contingent value right (CVR) per share. A total of 5,927,580 shares were validly tendered, representing approximately 80.24% of outstanding shares.
All conditions were satisfied or waived, Purchaser accepted for payment the tendered shares, and on May 11, 2026 Merger Sub merged into Kezar under Section 251(h) of the DGCL, making Kezar a wholly owned subsidiary of Parent. Kezar shares ceased trading on Nasdaq and steps were taken to delist and suspend reporting obligations.
Kezar Life Sciences’ latest quarter centers on its pending sale and a leaner cost base. The company reported a Q1 2026 net loss of $5.8 million, down from $16.6 million a year earlier, as research and development spending dropped to $1.5 million after trial terminations and a 70% workforce reduction.
Cash and cash equivalents were $66.2 million as of March 31, 2026, which management believes will fund operations for at least 12 months. Kezar signed a Merger Agreement with Aurinia Pharma U.S., featuring a tender offer of $6.955 per share in cash plus one contingent value right per share, and separately sold Sec61 program assets to Enodia for $1.0 million upfront and up to $127 million in potential milestones and royalties.
Kezar Life Sciences (KZR) filed an amendment to its annual report to add Part III details on directors, executive pay, ownership, related-party transactions and auditor fees, and to update the exhibit list. The filing highlights a pending cash tender offer and proposed merger with Aurinia Pharma U.S. at $6.955 per share plus one contingent value right (CVR) per share.
Kezar notes it was unable to align with the FDA on a potential registrational trial for zetomipzomib, then began exploring strategic alternatives and implementing a restructuring and wind-down of operations. Executive contracts provide substantial change-in-control severance and full equity acceleration upon qualifying terminations tied to the merger.
Kezar Life Sciences filed a Schedule 14D-9 recommending that holders accept the tender offer from Aurinia (via Parent and Merger Sub) to acquire all outstanding common shares for $6.955 per share in cash plus one CVR per share. The Offer will expire one minute past 11:59 p.m. ET on May 8, 2026 unless extended.
The filing describes treatment of options (all outstanding options vest pre-closing; in-the-money options receive cash equal to the spread plus one CVR per underlying share; out-of-the-money options are canceled), executive separation and change-in-control payments, the CVR mechanics and governance, a Supporting Stockholder tender agreement (≈9.0% held by Tang Capital Partners), and customary closing conditions and indemnities.
Kezar Life Sciences, Inc. is the subject of a tender offer by Aurinia Pharma U.S., Inc., Aurinia Merger Sub, Inc. and Aurinia Pharmaceuticals Inc. to acquire all outstanding common shares for $6.955 per share in cash plus one nontransferable contingent value right (CVR) per share, pursuant to an Agreement and Plan of Merger dated March 30, 2026.
The Schedule TO states there were 7,387,701 Shares outstanding as of April 10, 2026. The filing lists outstanding Company Options of 1,220,541 Shares (weighted‑average exercise price ~$17.86), including 334,800 in‑the‑money options (weighted‑average exercise price ~$6.31). Multiple equity plan reserve counts and the CVR Agreement are included by reference.
Kezar Life Sciences reports a Schedule 13G showing Baselake-affiliated parties beneficially hold 391,862 shares (5.3% of the class). The filing states there were 7,371,527 shares issued and outstanding as of March 23, 2026. The Reporting Persons—Baselake Partners, LP; Baselake Management, LLC; and David Paolella—disclaim sole ownership and report shared voting and dispositive power over the shares held by the Fund.
Kezar Life Sciences, Inc. has terminated its headquarters lease early and announced leadership changes in connection with a pending sale. The company ended its lease for approximately 48,714 rentable square feet at 4000 Shoreline Court effective April 1, 2026, agreeing to pay the landlord about $2 million, including about $1.3 million in cash and surrender of about $0.7 million in security deposit.
On the same date, Kezar entered into separation agreements with its Chief Executive Officer Christopher J. Kirk, Ph.D., Chief Financial Officer and Secretary Marc L. Belsky, and Chief Operating Officer Mark Schiller, providing change-in-control style severance benefits and noting there were no disagreements with the company.
The filing also reiterates a previously announced Merger Agreement under which a subsidiary of Aurinia Pharma U.S., Inc. plans a tender offer in which each outstanding Kezar share would be converted into the right to receive $6.955 in cash plus one contingent value right, subject to the terms and conditions of the proposed transaction and related tender offer materials.
Tang Capital Management and related entities filed an amended Schedule 13D for Kezar Life Sciences. They report beneficial ownership of 664,314 shares of Kezar common stock, representing 9.0% of the outstanding shares based on 7,371,527 shares as of March 23, 2026.
On March 30, 2026, the reporting persons entered into a tender and support agreement related to an Agreement and Plan of Merger among Kezar and Aurinia-affiliated entities. Under this agreement, they agreed to tender all of their Kezar shares, subject to specified exceptions, and accepted restrictions on actions involving these shares. Concentra Biosciences also rescinded its prior proposal to acquire 100% of Kezar’s equity. The group reports no Kezar share transactions in the past 60 days.
Kezar Life Sciences agreed to be acquired by Aurinia Pharma U.S. through a cash tender offer followed by a merger. Aurinia will offer $6.955 in cash per Kezar share plus one contingent value right (CVR), giving stockholders potential additional cash tied to Kezar legacy assets and net cash above $50 million.
The tender offer will be launched within ten business days and kept open for 20 business days, with closing targeted for the second quarter of 2026, if customary conditions are met. A major stockholder holding about 9.0% of Kezar shares has agreed to tender, and Kezar’s board unanimously determined the deal is in the best interests of stockholders.