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

TL;DR

Zura Bio filed an 8-K for a material definitive agreement and unregistered equity sales.

AI Summary

On August 15, 2024, Zura Bio Ltd. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits. Zura Bio Ltd. is incorporated in the Cayman Islands and operates in the biological products sector.

Why It Matters

This 8-K filing indicates a significant event for Zura Bio Ltd., likely involving new equity financing or a strategic transaction that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can signal significant corporate events that may carry inherent risks for investors.

Key Players & Entities

• Zura Bio Ltd. (company) — Registrant
• August 15, 2024 (date) — Date of earliest event reported
• Cayman Islands (jurisdiction) — State of incorporation
• 001-40598 (commission_file_number) — SEC File Number

FAQ

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
• $0.001 — inary Shares, with an exercise price of $0.001 per share and no expiration date. The W

Filing Documents

• tm2422174d1_8k.htm (8-K) — 33KB
• tm2422174d1_ex4-1.htm (EX-4.1) — 75KB
• tm2422174d1_ex10-1.htm (EX-10.1) — 110KB
• 0001104659-24-091602.txt ( ) — 487KB
• zura-20240815.xsd (EX-101.SCH) — 3KB
• zura-20240815_def.xml (EX-101.DEF) — 26KB
• zura-20240815_lab.xml (EX-101.LAB) — 36KB
• zura-20240815_pre.xml (EX-101.PRE) — 25KB
• tm2422174d1_8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 15, 2024, Zura Bio Limited (the "Company") entered into a share surrender and warrant agreement (the "Agreement") with entities affiliated with Venrock Healthcare Capital Partners (the "Shareholders"), pursuant to which (i) the Shareholders surrendered an aggregate of 4,000,000 shares of the Company's Class A ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), owned by the Shareholders, for no consideration, which were immediately cancelled and retired, upon surrender; and (2) the Company issued pre-funded warrants (the "Warrants") to purchase an aggregate of 4,000,000 Ordinary Shares, with an exercise price of $0.001 per share and no expiration date. The Warrants will be exercisable immediately and have substantially identical terms to the form of warrant previously filed on April 22, 2024 as Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-40598). A holder of the Warrants (together with its affiliates and other attribution parties) may not exercise any portion of a Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would beneficially own more than 9.99% of the Company's outstanding common shares immediately after exercise, which percentage may be increased or decreased to any other percentage specified not in excess of 9.99% at the holder's election upon 61 days' notice to the Company subject to the terms of the Warrants. Immediately following the share surrender and issuance of the Warrants, the total number of the Company's outstanding Class A ordinary shares and pre-funded warrants are 63,207,088 and 23,884,348, respectively, as of August 21, 2024. The descriptions of the Agreement and the Warrant are not complete and are qualified in their entirety by reference to the Agreement and the form of Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and inco

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01, above, is hereby incorporated by reference. The issuance of the Warrants was made in reliance upon an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant. 10.1 Share Surrender and Warrant Agreement, dated as of August 15, 2024, by and among the Company and certain investors party thereto. 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 hereunto duly authorized. ZURA BIO LIMITED Date: August 21, 2024 By: /s/ Kim Davis Kim Davis Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR