{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-020407","form_type":"8-K","ticker":"KZR","cik":"0001645666","company_name":"Kezar Life Sciences, Inc.","filed_at":"2026-05-11T13:30:08+00:00","discovered_at":"2026-05-11T14:49:57.127956+00:00","generated_at":"2026-05-11T18:06:44.889730+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Kezar Life Sciences acquired by Aurinia for $6.955/sh + CVR; stock to be delisted","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020407","json":"https://secwatch.observer/filing/0001140361-26-020407.json","markdown":"https://secwatch.observer/filing/0001140361-26-020407.md","text":"https://secwatch.observer/filing/0001140361-26-020407.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/ef20072746_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-11T18:06:44.889730+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0b18615288","claim":"John Fowler resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"177bb33b67","claim":"Michael Kauffman resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"27c8594a05","claim":"Kevin Tang was appointed as Chief Executive Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became CEO"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"2e83555121","claim":"Courtney Wallace resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3a74e156a5","claim":"Franklin Berger resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"411f3c50f6","claim":"Micki Klearman resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4145d8729f","claim":"Ryan Cole was appointed as Chief Operating Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became COO"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"42ad0cba8d","claim":"Michael Hearne was appointed as Chief Financial Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became CFO"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"4fabd70d42","claim":"Marc L. Belsky departed as Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"employment terminated"},{"label":"Role","value":"Officer"}],"fact_type":"executive_change"},{"claim_id":"5701a6b82a","claim":"Christopher J. Kirk departed as Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"employment terminated"},{"label":"Role","value":"Officer"}],"fact_type":"executive_change"},{"claim_id":"5fde19ee0f","claim":"Mark Schiller departed as Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.9,"family_label":"Executive change","details":[{"label":"Action","value":"employment terminated"},{"label":"Role","value":"Officer"}],"fact_type":"executive_change"},{"claim_id":"6bc64bd058","claim":"Stephen Robertson was appointed as Chief Legal Officer, Corporate Secretary and Chief Compliance Officer at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became Chief Legal Officer"},{"label":"Role","value":"Chief Legal Officer, Corporate Secretary and Chief Compliance Officer"}],"fact_type":"executive_change"},{"claim_id":"73ae72f543","claim":"Graham Cooper resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8288b5129c","claim":"Kevin Tang was appointed as Sole Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Sole Director"}],"fact_type":"executive_change"},{"claim_id":"ac65544651","claim":"Elizabeth Garner resigned as Director at Kezar Life Sciences, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"11487ad022e5763b4305738ca7f214c396617ac4","claim":"Kezar Life Sciences, Inc.: Certificate of incorporation amended and restated entirely pursuant to merger agreement.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"e186a47f0fb3ccca18222ed514be63933c3d20e2","claim":"Kezar Life Sciences, Inc.: Bylaws amended and restated entirely pursuant to merger agreement.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"f1c85da49ac794dc9fe6003c97f7554a202690d1","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1645666/000114036126020407/0001140361-26-020407-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Aurinia Pharma U.S., Inc."},{"label":"Consideration","value":"$6.955 per Share, payable in cash, without interest, plus one contingent value right per Share"},{"label":"Closing","value":"2026-05-11"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}