As filed with the Securities and Exchange Commission on March 17, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kezar Life Sciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 47-3366145 |
(State or other jurisdiction of incorporation or organization) | | (IRS employer identification number) |
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4000 Shoreline Court, Suite 300 South San Francisco, CA | | 94080 |
(Address of Principal Executive Offices) | | (Zip Code) |
2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full titles of the plans)
John Fowler
Chief Executive Officer
Kezar Life Sciences, Inc.
4000 Shoreline Court, Suite 300
South San Francisco, CA 94080
(650) 822-5600
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
| Laura A. Berezin Jaime L. Chase Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | 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 7(a)(2)(B) of the Securities Act. ☒
PART I
EXPLANATORY NOTE
Kezar Life Sciences, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 2,812,987 shares of common stock, par value $0.001 per share (the “Common Stock”), under the Registrant’s 2018 Equity Incentive Plan and an additional 375,000 shares of Common Stock under the Registrant’s 2018 Employee Stock Purchase Plan, pursuant to the provisions of each plan which provide for annual automatic increases in the number of shares of Common Stock reserved for issuance under each respective plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Securities and Exchange Commission (the “Commission”):
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| (b) | the Registrant’s Annual Report on Form 10-K (File No. 001-38542) for the year ended December 31, 2021, filed with the Commission on March 17, 2022; |
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| (c) | the Registrant’s Current Report on Form 8-K (File No. 001-38542) filed with the Commission on January 7, 2022 (Item 5.02); and |
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| (d) | the description of the Common Stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-38542) filed with the Commission on June 19, 2018, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38542) for the fiscal year ended December 31, 2019, filed with the Commission on March 12, 2020. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Exhibit Number | | Description |
4.1 | | Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38542), filed with the Commission on June 26, 2018). |
4.2 | | Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38542), filed with the Commission on June 26, 2018). |
4.3 | | Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225194), filed with the Commission on June 8, 2018). |
4.4 | | 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form S-8 (File No. 333-225769), filed with the Commission on June 21, 2018). |
4.5 | | Forms of Option Grant Notice and Option Agreement under 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225194), filed with the Commission on May 24, 2018). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California on March 17, 2022.
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Kezar Life Sciences, Inc. |
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By: | | /s/ John Fowler |
| | John Fowler |
| | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Fowler and Marc Belsky, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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Signature | | Title | | Date |
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/s/ John Fowler John Fowler | | Chief Executive Officer and Director (Principal Executive Officer) | | March 17, 2022 |
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/s/ Marc Belsky Marc Belsky | | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | | March 17, 2022 |
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/s/ Christopher Kirk, Ph.D. | | President, Chief Scientific Officer and Director | | March 17, 2022 |
Christopher Kirk, Ph.D. | | |
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/s/ Jean-Pierre Sommadossi, Ph.D. | | Chairman of the Board of Directors | | March 17, 2022 |
Jean-Pierre Sommadossi, Ph.D. | | |
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/s/ Franklin Berger | | Director | | March 17, 2022 |
Franklin Berger | | |
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/s/ Graham Cooper | | Director | | March 17, 2022 |
Graham Cooper | | |
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/s/ Elizabeth Garner, M.D. | | Director | | March 17, 2022 |
Elizabeth Garner, M.D. | | | | |
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/s/ Michael Kauffman, M.D., Ph.D. | | Director | | March 17, 2022 |
Michael Kauffman, M.D., Ph.D. | | | | |
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/s/ Micki Klearman, M.D. | | Director | | March 17, 2022 |
Micki Klearman, M.D. | | | | |
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/s/ Courtney Wallace | | Director | | March 17, 2022 |
Courtney Wallace | | | | |
