SEC Filing - Kezar Life Sciences, Inc.

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8-K

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): May 11, 2022

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)	(IRS Employer Identification No.)

4000 Shoreline Court, Suite 300
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s 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:

☐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(s)	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On May 11, 2022, Jean-Pierre Sommadossi, Ph.D., Chairman of the Board of Directors (the “Board”) of Kezar Life Sciences, Inc. (the “Company”) tendered his resignation from the Board effective immediately. In connection with his resignation from the Board, Dr. Sommadossi also resigned from all committees of the Board on which he served, including the Compensation Committee. The decision by Dr. Sommadossi to resign was not the result of any disagreements with the Board or management of the Company.

Appointment of Chairman

Following Dr. Sommadossi’s resignation, on May 12, 2022, the Board appointed current director Graham Cooper as Chairman of the Board, and in connection with the appointment, the Board granted Mr. Cooper a one-time option to purchase 26,000 shares of the Company’s common stock (the “Option”). Subject to Mr. Cooper’s continued service on the Board, the Option will vest in equal monthly amounts over three years.

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 thereunto duly authorized.


			Kezar Life Sciences, Inc.

Date:	May 13, 2022	By:	/s/ Marc L. Belsky
			Marc L. Belsky Chief Financial Officer and Secretary