Aurinia Pharmaceuticals Inc. 8-K

What Happened
Aurinia Pharmaceuticals (the “Parent”) announced it completed its previously announced tender offer and merger to acquire Kezar Life Sciences. The tender offer, priced at $6.955 in cash per Kezar share plus one contingent value right (CVR), expired May 8, 2026. Parent accepted for payment all validly tendered shares and, after satisfaction of remaining conditions, Merger Sub merged into Kezar and Kezar became a wholly owned subsidiary of Parent on May 11, 2026 (the Effective Time) pursuant to Section 251(h) of the Delaware General Corporation Law.

Key Details

• Offer price: $6.955 in cash per share plus one CVR; CVR terms set forth in a CVR Agreement dated May 11, 2026.
• Tender results: 5,927,580 Kezar shares were validly tendered and not withdrawn as of the May 8, 2026 expiration — ~80.24% of outstanding shares — satisfying the Minimum Tender Condition.
• Merger closing: Merger Sub merged with and into Kezar on May 11, 2026; Kezar became a wholly owned subsidiary of Aurinia without a stockholder vote.
• Treatment of equity: In‑the‑money stock options were cashed out for (Cash Amount − exercise price) × shares plus one CVR per share; out‑of‑the‑money options were cancelled with no payment. The Kezar employee stock purchase plan terminated immediately prior to the Effective Time.

Why It Matters
This filing confirms Aurinia now owns Kezar Life Sciences and has completed the agreed cash + CVR transaction. For investors, the deal means Kezar’s assets and programs are now on Aurinia’s balance sheet as a wholly owned subsidiary, and certain Kezar equity holders received immediate cash plus CVR exposure to potential future contingent payments. The CVR creates potential additional future liabilities or payouts depending on outcomes specified in the CVR Agreement; option and ESPP holders were treated as described above.