Kezar Life Sciences Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits
$KZR
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2026
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Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2026, Kezar Life Sciences, Inc. (the “Company”) and Enodia Therapeutics SAS, a French simplified joint stock company (“Enodia”), entered into an asset purchase agreement (the “Agreement”) pursuant to which Enodia (i) acquired all of the Company’s rights, title and interest in the Company’s Sec61-based discovery and development program assets, including the product candidate internally known as KZR-261 (collectively, the “Assets”); and (ii) assumed liabilities from the Company related to certain transferred contracts and from the ownership, use, operation or maintenance of the Assets under the Agreement (the “Transaction”). Enodia did not acquire any other assets of the Company as part of the Transaction, including any assets related to the Company’s zetomizomib program, employee contracts, cash, accounts receivable, real property or equipment.
Pursuant to the Agreement, the Company received $800,000 in cash at the closing and will receive an additional $200,000 on the earlier to occur of (i) physical delivery of certain inventory assets to Enodia and (ii) 45 days after the closing. The Company is also entitled to receive milestone payments from Enodia upon achievement of certain development, regulatory and commercial milestone events related to products developed from the Assets (the “Products”), for up to a total of $127,000,000 in milestone payments. In addition, Enodia will pay to the Company single digit tiered royalties on net sales from the Products, subject to certain reductions for patent expiration, generic competition and payments for licenses to third party patents.
The Agreement contains customary representations, warranties, covenants and indemnification provisions, including covenants concerning the conduct of the Company during the period commencing on the closing date and ending on the earlier to occur of (i) a change of control of the Company and (ii) five years after the closing date.
The Company has agreed to indemnify Enodia from and against any losses arising from third party claims relating to (i) any excluded liabilities or (ii) fraud by or on behalf of the Company in connection with the Agreement, with Enodia’s recovery for such losses, other than those resulting from fraud, limited to $1,000,000. Enodia has agreed to indemnify the Company from and against any losses arising from third party claims relating to (i) any assumed liabilities or (b) fraud by or on behalf of Enodia in connection with the Agreement, with the Company’s recovery for such losses, other than those resulting from fraud, limited to $1,000,000.
The Agreement has been included as an exhibit hereto to this Current Report on 8-K solely to provide investors with information regarding its terms. It is not intended to be a source of financial, business or operational information about the Company. The representations, warranties and covenants contained in the Agreement were made only for the purposes of the Agreement as of the dates specified therein and solely for the benefit of the parties to the Agreement. In addition, the representations, warranties and covenants contained in the Agreement may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Agreement, including the Company’s representations, warranties and covenants being qualified by confidential disclosure schedules made for the purpose of allocating contractual risk among the parties as opposed to establishing such matters as facts, and may further be subject to certain standards of materiality applicable to the parties that differ from those applicable to investors. As a result, investors should not rely on the representations, warranties and covenants included in the Agreement, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company and its business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the terms of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On March 12, 2026, the Company issued a joint press release with Enodia announcing the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided under this Item 2.02 in this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 2.1* | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Certain information has been omitted from this document in accordance with Regulation S-K, Item 601(b)(10).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KEZAR LIFE SCIENCES, INC. | |||||||||||
| Date: | March 12, 2026 | By: | /s/ Marc L. Belsky | ||||||||
| Marc L. Belsky Chief Financial Officer and Secretary | |||||||||||