Kezar acquired for $6.955 cash plus CVR

Kezar Life Sciences amended its Schedule 14D-9 to report the final results of the tender offer and completion of the merger.

Accepted by SEC EDGAR 05/11/2026 - 09:28 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insights

Mergers & Acquisitions Attorney

Legal closing mechanics and statutory route confirmed; appraisal and withholding carve-outs remain.

The filing states the transaction closed by merger under Section 251(h) of the DGCL, permitting merger without a stockholder vote where conditions are met. The statement confirms conversion of outstanding shares into the cash consideration plus a CVR and notes appraisal rights reserved by eligible holders.

Post-close actions noted include delisting and steps to terminate registration under the Exchange Act. Parties exercising appraisal rights and withholding tax treatments will be resolved pursuant to the merger and CVR Agreement.

Capital Markets Analyst

Offer achieved >80% acceptance and the acquirer promptly closed the merger.

Broadridge reported 5,927,580 shares tendered (about 80.2% of outstanding shares) and Parent accepted payment for those shares. The Offer satisfied the Minimum Tender Condition and all other conditions were satisfied or waived.

Trading in the shares ceased before the open on May 11, 2026. Subsequent filings will show delisting and deregistration steps; timing for those steps is not provided in this excerpt.

Key Figures

Cash consideration: $6.955 per share Contingent value right: 1 CVR per share Shares tendered: 5,927,580 shares +3 more

6 metrics

Cash consideration $6.955 per share offer price per Share

Contingent value right 1 CVR per share CVR issued per Share under CVR Agreement

Shares tendered 5,927,580 shares validly tendered and not withdrawn as of Offer expiration

Tender percentage 80.2% approximate percentage of Shares outstanding tendered at expiration

Offer expiration May 8, 2026 Offer expired at one minute after 11:59 p.m. Eastern

Merger Effective Time May 11, 2026 Parent completed acquisition by merger on this date

Key Terms

Contingent Value Right (CVR), Minimum Tender Condition, Section 251(h) of the DGCL, Tender Offer

4 terms

Contingent Value Right (CVR) financial

"one contingent value right per Share (each, a “CVR”)"

A contingent value right (CVR) is a short-term claim given to shareholders as part of a corporate deal that pays out only if specific future milestones or targets are met, such as regulatory approval or sales thresholds. Think of it like a coupon that becomes redeemable only if the company clears a stated hurdle; it matters to investors because it preserves potential upside from uncertain outcomes while also carrying extra risk and separate market value from the main stock.

Minimum Tender Condition regulatory

"satisfied the Minimum Tender Condition, and all other conditions"

Section 251(h) of the DGCL legal

"without a vote of Kezar’s stockholders in accordance with Section 251(h) of the DGCL"

Tender Offer financial

"the Offer to Purchase, dated as of April 13, 2026"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What consideration did Kezar (KZR) shareholders receive in the merger?

Shareholders received $6.955 per share in cash plus one contingent value right (CVR) per share. Payments are subject to withholding and the CVR Agreement governs any contingent cash payments.

How many Kezar shares were tendered into the offer?

Broadridge reported 5,927,580 shares were validly tendered and not withdrawn, representing approximately 80.2% of shares outstanding as of the Offer's expiration on May 8, 2026.

When did the tender offer expire and when did the merger close?

The Offer expired at one minute after 11:59 p.m. Eastern on May 8, 2026. The merger was completed when Merger Sub merged into Kezar on May 11, 2026, with Kezar as the surviving corporation.

Did the merger require a shareholder vote under Delaware law?

No. The merger was completed pursuant to Section 251(h) of the DGCL, allowing the merger to occur without a stockholder vote under the conditions specified in the merger agreement.

Will Kezar remain listed and continue Exchange Act reporting after the merger?

No. All shares ceased trading prior to the open on May 11, 2026, will be delisted from Nasdaq, and the Ultimate Parent and Parent intend to take steps to terminate registration and suspend reporting obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 1)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Kezar Life Sciences, Inc.

(Name of Subject Company)

Kezar Life Sciences, Inc.

(Name of Persons Filing Statement)

Common stock, $0.001 par value per share

(Title of Class of Securities)

49372L209

(CUSIP Number of Class of Securities)

Christopher Kirk, Ph.D.

Chief Executive Officer

Kezar Life Sciences, Inc.

4000 Shoreline Court, Suite 300

South San Francisco, California 94080

(650) 822-5600

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

With copies to:

Laura A. Berezin Jaime L. Chase Bill Roegge Rita Sobral Cooley LLP 1700 Seventh Avenue, Suite 1900 Seattle, Washington 98101-1355 (206) 452-8756 Marc L. Belsky Chief Financial Officer and Secretary Kezar Life Sciences, Inc. 4000 Shoreline Court, Suite 300 South San Francisco, CA 94080 (650) 822-5600

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2026 (together with the exhibits thereto, the “Schedule 14D-9”) by Kezar Life Sciences, Inc., a Delaware corporation (“Kezar”).

The Schedule 14D-9 relates to the tender offer by Aurinia Pharma U.S., Inc., a Delaware corporation (“Parent”) and Aurinia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), to purchase all of the issued and outstanding shares (the “Shares”) of Kezar’s common stock, par value $0.001 per share in exchange for: (i) $6.955 per Share, payable in cash, without interest, 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 a contingent value rights agreement (the “CVR Agreement”) to be entered into by and among Aurinia Pharmaceuticals Inc., a company amalgamated under the laws of the Province of Alberta (“Ultimate Parent”), Parent, Merger Sub, Fortis Advisors LLC, a Delaware limited liability company, as representative and attorney in fact of the CVR holders and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of April 13, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is described in a Tender Offer Statement (the “Schedule TO”) filed jointly by Ultimate Parent, Parent and Merger Sub with the SEC on April 13, 2026.

Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled “Expiration of the Offering Period; Completion of the Merger” immediately before the section titled “Annual, Quarterly and Current Reports” on page 44 of the Schedule 14D-9 as follows:

Final Results of the Offer and Completion of the Merger.

The Offer and related withdrawal rights expired at one minute after 11:59 p.m., Eastern time, on May 8, 2026 and were not further extended. Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for the Offer, advised Parent that, as of the expiration of the Offer, a total of 5,927,580 Shares were validly tendered and not validly withdrawn, representing approximately 80.2% of the Shares outstanding as of the expiration of the Offer.

As of the expiration of the Offer, the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn satisfied the Minimum Tender Condition, and all other conditions to the Offer were satisfied or waived. Immediately after the expiration of the Offer, Parent irrevocably accepted for payment all Shares validly tendered and not validly withdrawn, and expects to promptly pay for such Shares pursuant to the terms of the Offer and the Merger Agreement.

Pursuant to the Merger Agreement, Parent completed the acquisition of Kezar on May 11, 2026 by consummating the merger of Merger Sub with and into Kezar, without a vote of Kezar’s stockholders in accordance with Section 251(h) of the DGCL, with Kezar continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent in the Merger. At the Effective Time, each outstanding Share (other than Shares held in the treasury by Kezar, held by any stockholders, or owned by any beneficial owners, of Kezar who are entitled to and who properly exercised appraisal rights under Delaware law or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time) was cancelled and converted into the right to receive the Offer Price, without interest and in each case, subject to any applicable withholding taxes, from Parent.

1

Prior to the opening of trading on The Nasdaq Capital Market on May 11, 2026, all Shares ceased trading, and will be delisted from The Nasdaq Capital Market. Ultimate Parent and Parent intend to 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.

2

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.

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

3