As filed with the Securities and Exchange Commission on May 11, 2026
Registration No. 333-284712
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-284712
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KEZAR LIFE SCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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47-3366145
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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4000 Shoreline Court, Suite 300
South San Francisco, California 94080
(Address of Principal Executive Offices, including Zip Code)
Michael Hearne
Chief Financial Officer
Kezar Life Sciences, Inc.
77 Upper Rock Circle, Suite 700
Rockville, Maryland 20850
(250) 744-2487
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Andrew Marmer
Jared Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
Bill Roegge
Rita Sobral
Cooley LLP
55 Hudson Yards
New York, NY 10001-2157
(212) 479-6000
(Name, address, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) filed by Kezar Life Sciences, Inc., a Delaware corporation (the “Registrant”), relates to the
following Registration Statement on Form S-3 (the “Registrations Statement”):
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Registration Statement No. 333-284712, registering the sale of up to $400,000,000 of Common Stock offered by the Registrant, which was filed with the
Securities and Exchange Commission on February 5, 2025 and declared effective on February 10, 2025.
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On March 30, 2026, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aurinia Pharma U.S., Inc., a Delaware
corporation (“Parent”), and Aurinia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on May 11, 2026, Merger Sub was merged with and into the Registrant with
the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”). In the Merger, each share of common stock, par value $0.001 per share, of the Company (the “Shares”) (other than (i) Shares owned or held in the Company’s
treasury immediately prior to the Effective Time, (ii) Shares owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time and (iii) Shares held by any stockholder of the Registrant who properly exercised appraisal
rights under Delaware law) was converted into the right to receive (i) $6.955 per Share in cash and (ii) one non-transferable contractual contingent value right for each Share.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with an
undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance or resale that remain unsold at the termination of the
offerings, the Registrant hereby removes from registration all such securities registered under the Registration Statement that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing these Post-Effective Amendments to the Registration Statements and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rockville, State of Maryland, on May 11, 2026. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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KEZAR LIFE SCIENCES, INC.
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By: /s/ Michael Hearne
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Name: Michael Hearne
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Title: Chief Financial Officer
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