false 0001645666 0001645666 2021-11-19 2021-11-19





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-38542   47-3366145

(state or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

4000 Shoreline Court, Suite 300

South San Francisco, California



(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (650) 822-5600

Not Applicable

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, $0.001 par value   KZR   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 1.01

Entry into a Material Definitive Agreement.

On November 19, 2021, Kezar Life Sciences, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”), having aggregate gross proceeds of up to $100.0 million (the “Shares”) through Cowen as its sales agent.

Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar value of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms of the Sales Agreement, Cowen may sell the Shares by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Global Select Market or any other trading market for the Common Stock. The Company will pay Cowen a commission equal to three percent (3.0%) of the gross sales proceeds of any Shares sold through Cowen under the Sales Agreement, and has provided Cowen with customary indemnification and contribution rights. The Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-248752), which was filed with the Securities and Exchange Commission (“SEC”) on September 11, 2020 and which became effective on September 23, 2020 (the “Form S-3”). The Company filed a prospectus supplement with the SEC on November 19, 2021 in connection with the offer and sale of the Shares pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is furnished as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Cooley LLP, counsel to the Company, has issued an opinion to the Company, dated November 19, 2021, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.


Item 1.02.

Termination of a Material Definitive Agreement.

As previously disclosed, on September 11, 2020, the Company entered into Sales Agreement (the “Prior Sales Agreement”), with Cowen, to sell, at its option, shares of Common Stock having aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program under which Cowen acted as sales agent.

In connection with entry into the Sales Agreement as disclosed in Item 1.01 above, on November 19, 2021, the Company delivered written notice to Cowen, effective as of such date, to terminate the Prior Sales Agreement pursuant to Section 11(c) thereof. As of the date of termination, the Company has sold shares of Common Stock having aggregate gross sales proceeds of approximately $50.0 million pursuant to the Prior Sales Agreement. Following termination, the Company will not sell any additional shares of Common Stock pursuant to the Prior Sales Agreement.

A copy of the Prior Sales Agreement was filed as Exhibit 1.2 to the Form S-3. The description of the Prior Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Prior Sales Agreement filed as Exhibit 1.2 to the Form S-3.

Item 2.02.

Results of Operations and Financial Condition.

In November 2021, the Company sold an aggregate of 2,877,500 shares of Common Stock at a weighted average price of $11.59 per share for gross proceeds of approximately $33.4 million pursuant to the Prior Sales Agreement.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.    Description
1.1    Sales Agreement dated as of November 19, 2021, between the Company and Cowen and Company, LLC.
5.1    Opinion of Cooley LLP.
23.1    Consent of Cooley LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.



/s/ Marc L. Belsky

  Marc L. Belsky
  Chief Financial Officer and Secretary

Dated: November 19, 2021