8-K - Aurinia Pharmaceuticals Inc. | StockGist

AI Analysis

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Aurinia Pharmaceuticals entered into a merger agreement to acquire Kezar Life Sciences for $6.955 cash per share plus one CVR, with tender offer commencing by April 13, 2026, and closing expected in Q2 2026.

Key Takeaways

1Merger agreement signed March 30, 2026, between Aurinia Pharma U.S., Inc., Aurinia Merger Sub, Inc., Kezar Life Sciences, Inc., and Aurinia Pharmaceuticals Inc.

2Offer price: $6.955 cash per Kezar share plus one non-transferable CVR.

3Tender offer to commence no later than April 13, 2026, remaining open for 20 business days.

4Conditions include >50% tendered shares and Closing Net Cash ≥$50 million.

5Tang Capital Partners, LP (9.0% shareholder) entered tender and support agreement.

6CVR entitlements include excess net cash over $50M, proceeds from Enodia and Everest agreements, and zetomipzomib milestones/royalties.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

| Entry into a Material Definitive Agreement. Agreement and Plan of Merger On March 30, 2026, Aurinia Pharma U.S., Inc., a Delaware corporation (“Parent”), ente

Material Agreement

$6.96

Source Document

7.01

of this report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 1

Regulation Fd

9.01

| Financial Statements and Exhibits (d) Exhibits. Exhibit No.: 2.1* | Description: Agreement and Plan of Merger, dated as of March 30, 2026, by and among Kezar

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Kezar Life Sciences, Inc.
Consideration: $6.955 cash per share + 1 CVR
Structure: Tender offer followed by merger under DGCL Section 251(h)

•Offer commences by April 13, 2026
•Merger closing expected Q2 2026
•Conditions: Minimum tender (>50%), Closing Net Cash ≥$50M, representations/warranties, covenants, customary conditions
•No financing condition

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Aurinia Pharma U.S., Inc. (Parent), Aurinia Merger Sub, Inc. (Merger Sub), Kezar Life Sciences, Inc. (Company), Aurinia Pharmaceuticals Inc. (Ultimate Parent)

•Tender offer for all Kezar common stock at $6.955 cash + 1 CVR per share
•Merger following offer completion with Kezar surviving as wholly owned subsidiary
•Offer commencement by April 13, 2026; 20 business day initial term
•Minimum tender condition: >50% of outstanding shares
•Closing Net Cash minimum $50 million
•Termination fee $1.2 million under certain circumstances
•CVR payments tied to excess net cash, Enodia/Everest proceeds, Legacy Assets (zetomipzomib) milestones up to $88M and 3% royalties

Exhibits (4)

10.1

EX-10.1

2.1

EX-2.1

8-K

99.1

EX-99.1