Tang Capital Discloses 10.7% Stake in Kezar Life Sciences

TL;DR

**Tang Capital now owns 10.7% of KZR. Big stake.**

AI Summary

On October 8, 2024, Tang Capital Management LLC, along with associated entities and Kevin Tang, filed a Schedule 13D indicating they collectively beneficially own 10.7% of Kezar Life Sciences, Inc. common stock. This filing signifies a significant stake and potential for influence over the company's strategic direction.

Why It Matters

This filing signals that a significant institutional investor has taken a substantial position in Kezar Life Sciences, potentially leading to increased scrutiny, activism, or strategic changes within the company.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by an activist investor, which could lead to changes in company strategy or management.

Key Numbers

• 10.7% — Beneficial Ownership (Indicates the significant stake held by Tang Capital and its affiliates in Kezar Life Sciences.)

Key Players & Entities

• Tang Capital Management LLC (company) — Filing entity
• Kevin Tang (person) — Key individual associated with filing entities
• Kezar Life Sciences, Inc. (company) — Subject company
• CONCENTRA BIOSCIENCES, LLC (company) — Group member
• TANG CAPITAL PARTNERS III, INC (company) — Group member
• TANG CAPITAL PARTNERS IV, INC (company) — Group member
• TANG CAPITAL PARTNERS, LP (company) — Group member

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $5.6 million — n Stock was acquired with approximately $5.6 million of working capital set aside by Tang Ca
• $0.74 — er Share Quantity 9/30/24 Purchase $0.74 1 2,000,000 9/30/24 Purchase $0.75
• $0.75 — $0.74 1 2,000,000 9/30/24 Purchase $0.75 2 1,640,000 9/30/24 Purchase $0.77
• $0.77 — $0.75 2 1,640,000 9/30/24 Purchase $0.77 3 300 10/1/24 Purchase $0.77 4 8,
• $0.80 — se $0.77 4 8,429 10/1/24 Purchase $0.80 5 1,200,000 10/2/24 Purchase $0.79
• $0.79 — $0.80 5 1,200,000 10/2/24 Purchase $0.79 6 6,564 10/2/24 Purchase $0.82 7
• $0.82 — se $0.79 6 6,564 10/2/24 Purchase $0.82 7 900,000 10/3/24 Purchase $0.84 8
• $0.84 — $0.82 7 900,000 10/3/24 Purchase $0.84 8 500,000 10/4/24 Purchase $0.77 9
• $0.63 — ple transactions at prices ranging from $0.63 to $0.79. The Reporting Persons underta
• $0.69 — ple transactions at prices ranging from $0.69 to $0.79. 3 These shares were purchase
• $0.78 — ple transactions at prices ranging from $0.78 to $0.80. 7 These shares were purchase
• $0.81 — ple transactions at prices ranging from $0.81 to $0.86. 9 These shares were purchase
• $0.86 — actions at prices ranging from $0.81 to $0.86. 9 These shares were purchased in mult
• $0.73 — ple transactions at prices ranging from $0.73 to $0.80. 10 These shares were purchas

Filing Documents

• g107240sc13d.htm (SC 13D) — 131KB
• ktang_sig.jpg (GRAPHIC) — 3KB
• 0001214659-24-017295.txt ( ) — 137KB

Security and Issuer

Item 1. Security and Issuer This Statement on Schedule 13D (this “ Statement ”) relates to shares of Common Stock, par value $0.001 per share (the “ Common Stock ” or “ Shares ”) of Kezar Life Sciences, Inc., a Delaware corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is 4000 Shoreline Court, Suite 300, South San Francisco, CA 94080.

Identity and Background

Item 2. Identity and Background This Statement is voluntarily filed by Tang Capital Management, LLC, a Delaware limited liability company that is the general partner of Tang Capital Partners, LP (“ Tang Capital Management ”); Kevin Tang, a United States citizen who is the manager of Tang Capital Management and Chief Executive Officer of Concentra Biosciences, LLC (“ Kevin Tang ”); Tang Capital Partners, LP, a Delaware limited partnership engaged in capital management (“ Tang Capital Partners ”); Tang Capital Partners III, Inc., a Nevada corporation that is indirectly wholly owned by Tang Capital Partners (“ Tang Capital Partners III ”); Tang Capital Partners IV, Inc., a Nevada corporation that is indirectly wholly owned by Tang Capital Partners (“ Tang Capital Partners IV ”); and Concentra Biosciences, LLC, a Delaware limited liability company (“ Concentra ”) and, collectively with Tang Capital Management, Kevin Tang, Tang Capital Partners, Tang Capital Partners III and Tang Capital Partners IV, the “ Reporting Persons ”). Kevin Tang is the sole director and Chief Executive Officer of Tang Capital Partners III and Tang Capital Partners IV. The address of Tang Capital Management, Kevin Tang, Tang Capital Partners and Concentra is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of Tang Capital Partners III and Tang Capital Partners IV is 5955 Edmond Street, Las Vegas, NV 89118. During the past five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation w

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Common Stock was acquired with approximately $5.6 million of working capital set aside by Tang Capital Partners for the general purpose of investing. Tang Capital Partners, LP maintains commingled margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock reported herein.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the Common Stock reported hereunder for investment purposes, and such purchases were made in the Reporting Persons’ ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including but not limited to its businesses, results of operations, and prospects. In light of that ongoing evaluation, on October 8, 2024, Concentra, an affiliate of Tang Capital Partners, sent an acquisition proposal to the Issuer outlining the principal terms on which it would acquire 100% of the equity of the Issuer (see Exhibit 2). The acquisition proposal provides that it is non-binding and subject to confirmatory diligence, as well as the execution of a definitive merger agreement. The Reporting Persons intend to engage in discussions with the Issuer and its representatives regarding the acquisition proposal and to enter into negotiations with the Issuer with respect thereto. There can be no certainty as to whether discussions will occur, or, if they do, the outcome of such discussions. If such discussions do not progress in a satisfactory manner, or at all, then the Reporting Persons may choose to sell part or all of the Common Stock beneficially held. Such sales may also occur for other reasons, including as a result of changes in the Reporting Persons’ capital allocation strategies and market conditions, as well as for the reasons set forth below. Page 8 of 13 Pages While the Reporting Persons may seek to enter into a confidentiality agreement with the Issuer and intend to pursue the acquisition proposal, in connection with their investment in the Issuer, the Reporting Persons may, subject to applicable law and regulation, further purchase, hold, vote, trade, dispose of or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things: (1) changes in the market prices of the shares of Com

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) Tang Capital Management beneficially owns 7,200,000 shares of the Issuer’s Common Stock. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang. Kevin Tang beneficially owns 7,200,000 shares of the Issuer’s Common Stock. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management. Tang Capital Partners beneficially owns 7,200,000 shares of the Issuer’s Common Stock. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang. The percentages used herein are based on 72,962,220 shares of Common Stock outstanding as of August 9, 2024, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on August 13, 2024. Percent of Class: Tang Capital Management 9.9% Kevin Tang 9.9% Tang Capital Partners 9.9% Tang Capital Partners III 0.0% Tang Capital Partners IV 0.0% Concentra 0.0% Page 9 of 13 Pages (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Tang Capital Management 0 shares Kevin Tang 0 shares Tang Capital Partners 0 shares Tang Capital Partners III 0 shares Tang Capital Partners IV 0 shares Concentra 0 shares (ii) shared power to vote or to direct the vote: Tang Capital Management 7,200,000 shares Kevin Tang 7,200,000 shares Tang Capital Partners 7,200,000 shares Tang Capital Partners III 0 shares Tang Capital Partners IV 0 shares Concentra 0 shares (iii) sole power to dispose or to direct the disposition of: Tang Capital Management 0 shares Kevin Tang 0 shares Tang Capital Partners 0 shares Tang Capital Partners III 0 shares Tang Capital Partners IV 0 shares Concentra 0 shares (iv) shared power to dispose or to direct

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit 1: Joint Filing Agreement by and among the Reporting Persons. Exhibit 2: Acquisition Proposal, dated October 8, 2024, sent from Concentra to the Issuer. Page 12 of 13 Pages 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. Date: October 8, 2024 TANG CAPITAL PARTNERS, LP By: Tang Capital Management, LLC, its General Partner By: /s/ Kevin Tang Kevin Tang, Manager TANG CAPITAL MANAGEMENT, LLC By: /s/ Kevin Tang Kevin Tang, Manager /s/ Kevin Tang Kevin Tang CONCENTRA BIOSCIENCES, LLC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL PARTNERS III, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL PARTNERS IV, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer Page 13 of 13 Pages EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001, of Kezar Life Sciences, Inc., and that this Agreement be included as an Exhibit to such joint filing. The Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 8 th day of October, 2024. TANG CAPITAL PARTNERS, LP By: Tang Capital Management, LLC, its General Partner By: /s/ Kevin Tang Kevin Tang, Manager TANG CAPITAL MANAGEMENT, LLC By: /s/ Kevin Tang Kevin Tang, Manager /s/ Kevin Tang Kevin Tang CONCENTRA BIOSCIENCES, LLC By: /s/ Kevin Tang Kevin Tang, Chief

View Full Filing

View this SC 13D filing on SEC EDGAR