Kezar Life Sciences Files SC14D9C for Tender Offer

TL;DR

Kezar Life Sciences filed SC14D9C on 3/30/26 for a tender offer. Watch this space.

AI Summary

Kezar Life Sciences, Inc. filed a SC14D9C form on March 30, 2026, related to a third-party tender offer. The filing details the company's address and business information, indicating it is involved in the pharmaceutical preparations industry.

Why It Matters

This filing is a notification regarding a tender offer, which could signal a significant corporate event such as an acquisition or a change in control for Kezar Life Sciences.

Risk Assessment

Risk Level: medium — Tender offers can lead to significant changes in stock price and company control, introducing uncertainty.

Key Players & Entities

• Kezar Life Sciences, Inc. (company) — Subject of the filing
• 0001645666 (company) — CIK for Kezar Life Sciences, Inc.
• 4000 SHORELINE COURT, SUITE 300 SOUTH SAN FRANCISCO CA 94080 (location) — Mailing and Business Address for Kezar Life Sciences, Inc.
• 2834 (industry_code) — SIC code for Pharmaceutical Preparations

FAQ

Key Financial Figures

• $0.001 — erson Filing Statement) Common Stock, $0.001 par value per share (Title of Class o
• $6.955 — 001 per share (the " Shares "), for (i) $6.955 per Share, payable in cash, without int

Filing Documents

• d280757dsc14d9c.htm (SC14D9C) — 20KB
• 0001193125-26-130492.txt ( ) — 22KB

From the Filing

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Kezar Life Sciences, Inc. (Name of Subject Company) Kezar Life Sciences, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 49372L209 (CUSIP Number of Class of Securities) Christopher Kirk, Ph.D. Chief Executive Officer Kezar Life Sciences, Inc. 4000 Shoreline Court, Suite 300 South San Francisco, California 94080 (650) 822-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) With copies to: Laura A. Berezin Jaime L. Chase Bill Roegge Rita Sobral Cooley LLP 1700 Seventh Avenue, Suite 1900 Seattle, Washington 98101-1355 (206) 452-8756 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Schedule 14D-9 filing consists of certain communications relating to the proposed acquisition of Kezar Life Sciences, Inc., a Delaware corporation (the " Company " or " Kezar "), by Aurinia Pharma U.S., Inc., a Delaware corporation (" Parent " or " Aurinia "), and Aurinia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Merger Sub " and together with Parent, the " Buyer Entities "), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of March 30, 2026 (the " Merger Agreement "), by and among the Company, Parent, Merger Sub and, solely for purposes of Section 10.13 of the Merger Agreement, Aurinia Pharmaceuticals Inc., a company incorporated under the laws of the Province of Alberta (" Ultimate Parent "), and the parent entity of Parent. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Parent will cause Merger Sub to commence a cash tender offer (the " Offer ") no later than ten (10) business days after the date of the Merger Agreement. The Offer will consist of an offer to purchase all of the outstanding shares of common stock of the Company, par value $0.001 per share (the " Shares "), 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 right per Share (each, a " CVR "), which represents the right to receive certain payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement (the " CVR Agreement ") to be entered into by and among Ultimate Parent, the Buyer Entities, a representative, agent and attorney in fact of the CVR holders (the " Representative ") and a rights agent (the " Rights Agent ") (the Cash Amount plus one CVR, together, the " Offer Price "). If successful, following completion of the Offer and the Company continuing as the surviving corporation in the Merger. The information set forth under Items 1.01, 7.01 and 9.01 of the Current Report on Form 8-K filed by the Company on March 30, 2026 (including all exhibits attached thereto and incorporated therein by reference) is incorporated herein by reference. Important Information about the Offer and Where to Find It The Offer for the Shares of Kezar referenced in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the Offer materials that the Buyer Entities will file with the SEC upon the commencement of the Offer. The solicitation and offer to buy the Shares of Kezar will only be made pursuant to the Offer materials that Parent and Merger Sub will file with the SEC. At the time the Offer is commenced, the Buyer Entities will file a tender offer THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be made available to all holders of Shares of Kezar at no expense to them at Kezar's website at ir.kezarlifesciences.com, or Parent's website at https://www.auriniapharma.com/investors a

View Full Filing

View this SC14D9C filing on SEC EDGAR