Stonepine Capital and related parties reported ownership of 377,240 shares of Kezar Life Sciences, Inc. common stock, representing 5.2% of the outstanding shares. The Schedule 13G, signed 09/08/2025, shows the stake is held with shared voting and dispositive power and no sole voting or dispositive power. The percentage is calculated using 7,323,106 shares outstanding as of August 8, 2025. The filing states the reporting persons are filing jointly but disclaim membership in a group and certify the shares were not acquired to change or influence control of the issuer.
Positive
Disclosure of a material passive stake: 377,240 shares (5.2%) reported, meeting SEC transparency requirements
Joint filing with clear certifications: reporting persons state holdings are not to influence control and disclaim group membership
Negative
None.
Insights
TL;DR Stonepine disclosed a non-control 5.2% stake (377,240 shares), a material passive position for investors to note.
The Schedule 13G indicates an ownership level above the 5% reporting threshold, reported under shared voting and dispositive power across Stonepine entities and an individual. Because the filing is a Schedule 13G rather than 13D and includes a certification that the holdings are not intended to influence control, this appears to be a passive disclosure rather than an activist or control-seeking position. The 5.2% stake is large enough to matter for float and potential blocks in market trading but, per the filing, carries no stated control intent.
TL;DR Reporting is routine governance disclosure: joint filing, shared powers, explicit disclaimer of group membership and control intent.
The filing documents shared voting and dispositive authority among affiliated entities and a named control person, with explicit statements disclaiming group membership and beneficial ownership beyond pecuniary interest. The Schedule 13G posture and the Item 10 certification signal a passive holding from a governance standpoint; there is no indication of proposed board nominations or control actions in this filing. Investors should treat this as a transparency filing rather than an immediate governance event.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kezar Life Sciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
49372L209
(CUSIP Number)
09/02/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
49372L209
1
Names of Reporting Persons
Stonepine Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
377,240.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
377,240.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
377,240.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Percentage calculated based on 7,323,106 shares of Common Stock outstanding as of August 8, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
CUSIP No.
49372L209
1
Names of Reporting Persons
Stonepine Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
377,240.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
377,240.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
377,240.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage calculated based on 7,323,106 shares of Common Stock outstanding as of August 8, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
CUSIP No.
49372L209
1
Names of Reporting Persons
Stonepine GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
377,240.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
377,240.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
377,240.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Percentage calculated based on 7,323,106 shares of Common Stock outstanding as of August 8, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
CUSIP No.
49372L209
1
Names of Reporting Persons
Jon M. Plexico
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
377,240.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
377,240.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
377,240.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 7,323,106 shares of Common Stock outstanding as of August 8, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kezar Life Sciences, Inc.
(b)
Address of issuer's principal executive offices:
4000 SHORELINE COURT, SUITE 300 South San Francisco, CA 94080
Item 2.
(a)
Name of person filing:
Stonepine Capital Management, LLC, a Delaware limited liability company ("Stonepine")
Stonepine Capital, L.P., a Delaware limited partnership (the "Partnership")
Stonepine GP, LLC, a Delaware limited liability company (the "General Partner")
Jon M. Plexico
Stonepine and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Mr. Plexico is the control person of Stonepine and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
2900 NW Clearwater Drive, Suite 100-11, Bend OR 97703
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
49372L209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Stonepine: 377,240
Partnership: 377,240
General Partner: 377,240
Jon M. Plexico: 377,240
(b)
Percent of class:
Stonepine: 5.2%
Partnership: 5.2%
General Partner: 5.2%
Jon M. Plexico: 5.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(ii) Shared power to vote or to direct the vote:
Stonepine: 377,240
Partnership: 377,240
General Partner: 377,240
Jon M. Plexico: 377,240
(iii) Sole power to dispose or to direct the disposition of:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(iv) Shared power to dispose or to direct the disposition of:
Stonepine: 377,240
Partnership: 377,240
General Partner: 377,240
Jon M. Plexico: 377,240
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Partnership holds Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable 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.
Stonepine Capital Management, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
09/08/2025
Stonepine Capital, L.P.
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member of the General Partner, Stonepine GP, LLC
Date:
09/08/2025
Stonepine GP, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
09/08/2025
Jon M. Plexico
Signature:
/s/ Jon M. Plexico
Name/Title:
Reporting person
Date:
09/08/2025
Exhibit Information
EXHIBIT 99 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
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