Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on November 19, 2021, Kezar Life Sciences, Inc. (the
"Company") entered into a Sales Agreement (the "Prior Sales Agreement") with
Cowen and Company, LLC ("Cowen"), with respect to an "at the market offering"
program under which the Company could 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 through
Cowen as its sales agent.
On December 20, 2021, the Company entered into a Sales Agreement (the "Sales
Agreement") with Cowen, with respect to a new "at the market offering" program
under which the Company may offer and sell, from time to time at its sole
discretion, shares of Common Stock, having aggregate gross proceeds of up to
$200.0 million through Cowen as its sales agent. In connection with entry into
the Sales Agreement, the Company delivered written notice to Cowen, effective as
of such date, to terminate the Prior Sales Agreement pursuant to
Section 11(c) thereof. The Company and Cowen agreed to terminate the Prior Sales
Agreement, effective as of such date. 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 1.1 to the Company's
Current Report on Form 8-K, filed November 19, 2021. 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 1.1 to the Company's Current
Report on Form 8-K, filed November 19, 2021.
Item 2.02. Results of Operations and Financial Condition.
Under the Prior Sales Agreement, the Company sold an aggregate of 4,051,534
shares of the Common Stock at a weighted average price of $13.06 per share for
gross proceeds of approximately $52.9 million.
The information provided under this Item 2.02 in this Current Report on 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.
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