8-K
filed May 11, 2026, 9:30 AM ET
ticker KZR
CIK 0001645666
M&A
confidence high
sentiment positive
materiality 1.00
Kezar Life Sciences, Inc. (KZR): M&A transaction — Kezar Life Sciences acquired by Aurinia for $6.955/sh + CVR; stock to be delisted
Kezar Life Sciences, Inc.
- Tender offer expired May 8, 2026; 5,927,580 shares (80.2% of outstanding) validly tendered.
- Merger completed May 11, 2026 under DGCL Section 251(h); Kezar became wholly owned subsidiary of Aurinia.
- Consideration: $6.955 per share in cash plus one contingent value right per share (CVR Agreement filed as Exhibit 10.1).
- Entire board (7 directors) resigned; Kevin Tang and others from Merger Sub became directors and officers of surviving corporation.
- Shares will be suspended and delisted from Nasdaq; company intends to file Form 15 to terminate registration.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Fowler resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Kauffman resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Tang was appointed as Chief Executive Officer at Kezar Life Sciences, Inc..
- Action
- became CEO
- Role
- Chief Executive Officer
Exact text from the filing
The executive officers of Merger Sub immediately prior to the Effective Time were Kevin Tang, Chief Executive Officer, Ryan Cole, Chief Operating Officer, Michael Hearne, Chief Financial Officer, and Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Courtney Wallace resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Franklin Berger resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Micki Klearman resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Cole was appointed as Chief Operating Officer at Kezar Life Sciences, Inc..
- Action
- became COO
- Role
- Chief Operating Officer
Exact text from the filing
The executive officers of Merger Sub immediately prior to the Effective Time were Kevin Tang, Chief Executive Officer, Ryan Cole, Chief Operating Officer, Michael Hearne, Chief Financial Officer, and Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Hearne was appointed as Chief Financial Officer at Kezar Life Sciences, Inc..
- Action
- became CFO
- Role
- Chief Financial Officer
Exact text from the filing
The executive officers of Merger Sub immediately prior to the Effective Time were Kevin Tang, Chief Executive Officer, Ryan Cole, Chief Operating Officer, Michael Hearne, Chief Financial Officer, and Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Marc L. Belsky departed as Officer at Kezar Life Sciences, Inc..
- Action
- employment terminated
- Role
- Officer
Exact text from the filing
Christopher J. Kirk, Ph.D., Marc L. Belsky and Mark Schiller entered into separation agreements with the Company. Each officer’s employment with the Company will terminate at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Christopher J. Kirk departed as Officer at Kezar Life Sciences, Inc..
- Action
- employment terminated
- Role
- Officer
Exact text from the filing
Christopher J. Kirk, Ph.D., Marc L. Belsky and Mark Schiller entered into separation agreements with the Company. Each officer’s employment with the Company will terminate at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Mark Schiller departed as Officer at Kezar Life Sciences, Inc..
- Action
- employment terminated
- Role
- Officer
Exact text from the filing
Christopher J. Kirk, Ph.D., Marc L. Belsky and Mark Schiller entered into separation agreements with the Company. Each officer’s employment with the Company will terminate at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Robertson was appointed as Chief Legal Officer, Corporate Secretary and Chief Compliance Officer at Kezar Life Sciences, Inc..
- Action
- became Chief Legal Officer
- Role
- Chief Legal Officer, Corporate Secretary and Chief Compliance Officer
Exact text from the filing
The executive officers of Merger Sub immediately prior to the Effective Time were Kevin Tang, Chief Executive Officer, Ryan Cole, Chief Operating Officer, Michael Hearne, Chief Financial Officer, and Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Graham Cooper resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Tang was appointed as Sole Director at Kezar Life Sciences, Inc..
- Action
- became director
- Role
- Sole Director
Exact text from the filing
the sole director and officers of Merger Sub immediately prior to the Effective Time became the sole director and officers of the Surviving Corporation. The sole director of Merger Sub immediately prior to the Effective Time was Kevin Tang.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elizabeth Garner resigned as Director at Kezar Life Sciences, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, each of John Fowler, Franklin Berger, Graham Cooper, Elizabeth Garner, M.D., Michael Kauffman, M.D., Ph.D., Micki Klearman, M.D. and Courtney Wallace resigned from the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kezar Life Sciences, Inc.: Certificate of incorporation amended and restated entirely pursuant to merger agreement.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kezar Life Sciences, Inc.: Bylaws amended and restated entirely pursuant to merger agreement.
- Change
- bylaw amendment
Exact text from the filing
the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, as set forth on Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Kezar Life Sciences, Inc. underwent a change of control involving Aurinia Pharma U.S., Inc. for $6.955 per Share, payable in cash, without interest, plus one contingent value right per Share (closed 2026-05-11).
- Action
- change of control
- Counterparty
- Aurinia Pharma U.S., Inc.
- Consideration
- $6.955 per Share, payable in cash, without interest, plus one contingent value right per Share
- Closing
- 2026-05-11
Exact text from the filing
11, 2026, Parent completed a tender offer to purchase all of the Company’s outstanding shares (the “ Shares ”) of common stock, par value $0.001 per share, in exchange for (i) $6.955 per Share, payable in cash, without interest (such amount, or any different amount per Share paid pursuant to the Offer, the “ Cash Amount ”), plus (ii) one contingent value
View on SEC.gov
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