Kezar Life Sciences, Inc. 8-K

What Happened
Kezar Life Sciences announced that Aurinia Pharma U.S., Inc. completed a tender offer and closed a merger on May 11, 2026. Shareholders who validly tendered received $6.955 per share in cash plus one contingent value right (CVR) per share; the company became a wholly owned subsidiary of Aurinia and the Merger Sub merged into Kezar under Delaware law (Section 251(h)).

Key Details

• Tender offer expired May 8, 2026 (1:00 a.m. ET on May 9 effectively) and, as of expiration, 5,927,580 shares were validly tendered (≈80.2% of outstanding shares), satisfying the Minimum Tender Condition.
• Offer consideration (the “Offer Price”): $6.955 cash per share + one CVR per share (CVR Agreement dated May 2026).
• Merger effective May 11, 2026: each outstanding share (except treasury, parent-held, or shares with valid appraisal demands) was converted into the Offer Price. Kezar continued as the surviving corporation and wholly owned subsidiary of Aurinia.
• Equity treatment: all stock options immediately vested. “In‑the‑Money” options (exercise price < $6.955) were cancelled for cash equal to (Cash Amount – exercise price) × shares underlying the option plus one CVR per underlying share; “Out‑of‑the‑Money” options were cancelled with no consideration. The 2018 Employee Stock Purchase Plan was terminated and there were no outstanding RSUs at the Effective Time.
• Board and management changes: all Kezar directors named in the filing resigned at the Effective Time (John Fowler; Franklin Berger; Graham Cooper; Elizabeth Garner, M.D.; Michael Kauffman, M.D., Ph.D.; Micki Klearman, M.D.; Courtney Wallace). Merger Sub’s sole director and officers became the Surviving Corporation’s director and officers: Kevin Tang (sole director, CEO), Ryan Cole (COO), Michael Hearne (CFO) and Stephen Robertson (CLO, Corporate Secretary, Chief Compliance Officer).
• Kezar’s certificate of incorporation and bylaws were amended and restated at the Effective Time.

Why It Matters
This 8‑K confirms Kezar has been acquired and is now a private, wholly owned subsidiary of Aurinia; public shareholders who tendered received a defined cash payment plus a CVR that may provide additional contingent cash. Option holders received specified cash/CVR outcomes (in‑the‑money options paid out; out‑of‑the‑money cancelled). Governance and executive control moved to Aurinia’s nominees, and Kezar’s public reporting and shareholder voting rights will be materially changed as a result of the transaction.