Zura Bio Ltd. Files 8-K for Material Definitive Agreement

Ticker: ZURA · Form: 8-K · Filed: Apr 23, 2024 · CIK: 1855644

Zura Bio Ltd 8-K Filing Summary
FieldDetail
CompanyZura Bio Ltd (ZURA)
Form Type8-K
Filed DateApr 23, 2024
Risk Levelmedium
Pages6
Reading Time8 min
Key Dollar Amounts$0.0001, $11.50, $3.108, $0.001, $3.13
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, equity-securities, sec-filing

TL;DR

Zura Bio filed an 8-K for a material agreement on 4/18 - could be big.

AI Summary

Zura Bio Ltd. entered into a Material Definitive Agreement on April 18, 2024, related to unregistered sales of equity securities. The company, formerly JATT Acquisition Corp, is based in La Jolla, CA, and operates in the biological products sector.

Why It Matters

This filing indicates a significant transaction or agreement for Zura Bio Ltd., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce uncertainty and potential dilution, warranting a medium risk assessment.

Key Players & Entities

  • Zura Bio Ltd (company) — Registrant
  • JATT Acquisition Corp (company) — Former Company Name
  • April 18, 2024 (date) — Date of earliest event reported
  • La Jolla, CA (location) — Business Address

FAQ

What type of Material Definitive Agreement did Zura Bio Ltd. enter into?

The filing indicates an agreement related to unregistered sales of equity securities.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on April 18, 2024.

What was Zura Bio Ltd.'s former company name?

Zura Bio Ltd.'s former company name was JATT Acquisition Corp.

Where is Zura Bio Ltd. located?

Zura Bio Ltd. is located at 4225 Executive Square, Suite 600, La Jolla, CA 92037.

What is Zura Bio Ltd.'s Standard Industrial Classification code?

Zura Bio Ltd.'s SIC code is 2836, for Biological Products (No Diagnostic Substances).

Filing Stats: 1,921 words · 8 min read · ~6 pages · Grade level 13.3 · Accepted 2024-04-22 20:21:55

Key Financial Figures

  • $0.0001 — ed Class A Ordinary Shares, par value $0.0001 per share ZURA The Nasdaq Stock Mar
  • $11.50 — Ordinary Share at an exercise price of $11.50 per share ZURAW The Nasdaq Stock Ma
  • $3.108 — he purchase price per Ordinary Share is $3.108 per share (the " Purchase Price ") and
  • $0.001 — ed Warrants is the Purchase Price minus $0.001 per Pre-Funded Warrant. On April 18, 2
  • $3.13 — the " Shares ") at a purchase price of $3.13 per Ordinary Share. The Private Placem
  • $112.5 million — eceived gross proceeds of approximately $112.5 million from the Private Placement, before dedu
  • $0 — ants have a per share exercise price of $0.001, subject to proportional adjustment

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Private Placement of Class A Ordinary Shares and Pre-Funded Warrants On April 18, 2024, Zura Bio Limited (the " Company ") entered into subscription agreements (the " Investor Agreements ") with certain institutional and other accredited investors (the " Investors "), pursuant to which the Company agreed to sell and issue to the Investors in private placement transactions (the " Investor Placement ") (i) 18,732,301 shares (the " Investor Shares ") of the Company's Class A Ordinary Shares, par value $0.0001 (" Ordinary Shares "), and (ii) with respect to certain Investors, pre-funded warrants to purchase 16,102,348 Ordinary Shares (the " Pre-Funded Warrants "). The purchase price per Ordinary Share is $3.108 per share (the " Purchase Price ") and the purchase price for the Pre-Funded Warrants is the Purchase Price minus $0.001 per Pre-Funded Warrant. On April 18, 2024, the Company also entered into subscription agreements (the " Insider Agreements " and, together with the Investor Agreements, the " Subscription Agreements ") with certain officers, directors and affiliates of the Company (the " Insiders " and, together with the Investors, the " Subscribers "), pursuant to which the Company agreed to sell and issue to the Insiders in private placement transactions (the " Insider Placement " and, together with the Investor Placement, the " Private Placement ") 1,357,827 Ordinary Shares (the " Insider Shares " and, together with the Investor Shares, the " Shares ") at a purchase price of $3.13 per Ordinary Share. The Private Placement closed on April 22, 2024. The Company received gross proceeds of approximately $112.5 million from the Private Placement, before deducting fees to the placement agents and offering expenses payable by the Company. The Pre-Funded Warrants have a per share exercise price of $0.001, subject to proportional adjustments in the event of share splits or combinations or similar events. T

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure regarding the securities to be sold and issued under the Subscription Agreements as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The securities described above under Item 1.01 have not been registered under the Securities Act. Based in part upon the representations of the Subscribers in the documents executed in connection with the Private Placement, the Company relied on the exemption afforded by Regulation D under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. Each of the Subscribers has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

01

Item 7.01 Regulation FD Disclosure. On April 22, 2024, the Company provided an updated corporate presentation that may be used in connection with presentations at conferences and investor meetings. The full text of the Company's corporate presentation is filed as Exhibit 99.1 hereto, and incorporated herein by reference, and may also be accessed through the "News & Events" section of the Company's website at investors.zurabio.com. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, or the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the SEC, made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01

Item 8.01 Other Events. On April 18, 2024, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is attached as Exhibit 99.2 hereto and is inc orporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Pre-Funded Warrant to purchase Ordinary Shares 10.1 Form of Subscription Agreement 99.1 Corporate Presentation, dated April 22, 2024 99.2 Press release announcing Private Placement, dated April 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. ZURA BIO LIMITED Date: April 22, 2024 By: /s/ Kim Davis Kim Davis Chief Legal Officer

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