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EX-99.1 - EX-99.1 - Kezar Life Sciences, Inc. | d935936dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 7, 2020
KEZAR LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38542 | 47-3366145 | ||
(state or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
4000 Shoreline Court, Suite 300 South San Francisco, California |
94080 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (650) 822-5600
(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 |
Trading symbol |
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 12b2 of the Securities Exchange Act of 1934 (§ 240.12b2 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 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, on July 3, 2019, Kezar Life Sciences, Inc. (the Company) entered into an Open MarketSM Sales Agreement (the Sales Agreement), with Jefferies LLC (Jefferies), to sell, at its option, shares of common stock, par value $0.001 per share (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 Jefferies acted as sales agent.
On June 7, 2020, the Company delivered written notice to Jefferies, effective as of such date, to terminate the Sales Agreement pursuant to Section 7(b)(i) thereof. Prior to termination, the Company had not sold, and the Company will not sell, any shares of Common Stock pursuant to the Sales Agreement.
A copy of the Sales Agreement was filed as Exhibit 1.2 to the Companys Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the SEC) on July 3, 2019 (the Form S-3). The description of the 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 Sales Agreement filed as Exhibit 1.2 to the Form S-3.
Item 8.01 | Other Events. |
On June 8, 2020, the Company filed with the SEC a preliminary prospectus supplement in connection with a proposed public offering of shares of Common Stock. The preliminary prospectus supplement contains an updated description of certain aspects of the Companys business. Accordingly, the Company is filing this information with this Current Report on Form 8-K for the purpose of supplementing and updating disclosures contained in the Companys prior filings with the SEC. The updated disclosures are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Updated Company Disclosures. |
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. | ||
By: | /s/ Marc L. Belsky | |
Marc L. Belsky | ||
Chief Financial Officer and Secretary |
Dated: June 8, 2020