Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Kezar Life Sciences, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
49372L100 (CUSIP Number) |
Equal Talent Investments Ltd 2nd Floor, Le Prince De Galles, 3-5 Avenue Des Citronniers Monaco, O9, 98000 11-377-97-97-47-37 Moringside Tech Advisory, LLC Attn: Stephanie O'Brien, Esq., 1188 Centre Street Newton Centre, MA, 02459 617-244-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 49372L100 |
| 1 |
Name of reporting person
Equal Talent Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
616,502.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 7,119,945 shares of Common Stock outstanding as of February 3, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 5, 2025.
SCHEDULE 13D
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| CUSIP No. | 49372L100 |
| 1 |
Name of reporting person
Tracy Gia Yunn Tsoi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
AUSTRALIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
616,502.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 7,119,945 shares of Common Stock outstanding as of February 3, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 5, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Kezar Life Sciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4000 Shoreline Court, Suite 300, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
This Amendment No. 5 amends and supplements the Schedule 13D Amendment No. 4 ("Schedule 13D/A") filed by the Reporting Persons (as defined in Item 2 below) on January 16, 2025 (and relates to their beneficial ownership interest in Kezar Life Sciences, Inc.'s (the "Issuer") common stock, par value $0.001 per share ("Common Stock"). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Except as otherwise provided herein, each Item of the Schedule 13D/A remains unchanged.On February 28, 2025, Ms. Suk Ying Pauli Ng, notified Equal Talent Investments Limited, a British Virgin Islands exempted company ("ETIL") of her intent to resign as the sole director of ETIL, effective immediately. Ms. Ng served as sole director of ETIL since February 1, 2021. Effective February 28, 2025, Ms. Tracy Gia Yunn Tsoi became the sole director of ETIL. | ||
| Item 2. | Identity and Background | |
| (a) | Each of the following is referred to as a "Reporting Person" and collectively as the "Reporting Persons:" ETIL, with respect to the Common Stock directly and beneficially owned by it and Tracy Gia Yunn Tsoi, with respect to the Common Stock beneficially owned by her as a result of her position as a director of ETIL; andTracy Gia Yunn Tsoi, who is the sole director of ETIL and has sole voting and dispositive power with respect to the securities held by ETIL. Ms. Tsoi disclaims beneficial ownership of the securities owned directly by ETIL. ETIL is ultimately wholly beneficially owned by a trust over which Peter Stuart Allenby Edwards, a director of Morningside Venture Investments Limited, has sole authority to remove the trustee. | |
| (b) | With respect to ETIL and Ms. Tsoi:c/o THC Management Services S.A.M.,2nd Floor, Le Prince De Galles3-5 Avenue Des CitronniersMC 98000, MonacoWith copies to:Morningside Technology Advisory, LLCAttn: Stephanie O'Brien, Esq.1188 Centre StreetNewton Centre, MA 02459Springfield Financial Advisory LimitedAttn: Alice Li/Makim Ma22nd Floor Hang Lung Centre2-20 Paterson StreetCauseway Bay, Hong Kong | |
| (c) | The present principal business of ETIL and Ms. Tsoi is the venture capital and private equity investment business. | |
| (d) | No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | ETIL is a British Virgin Islands Exempted Company. Ms. Tsoi is a citizen of Australia. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (b) | The Information contained on the cover pages is incorporated by reference to this Item 5.The aggregate percentage of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based upon 7,119,945 shares of Common Stock outstanding as of February 3, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 5, 2025. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement99.2 Power of Attorney dated as of February 25, 2025 for Tracy Gia Yunn Tsoi | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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