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CUSIP No. G9TY5A101
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SCHEDULE 13G
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Mr. Ortav Yehudai
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
3,295,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
3,295,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,295,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.65%1
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12
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TYPE OF REPORTING PERSON
IN/HC
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1 Based
on a total of 43,093,685 shares of common stock outstanding as reported by the Issuer in its Form S-1 filed with the SEC on
June 14, 2023.
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CUSIP
No. G9TY5A101
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SCHEDULE 13G
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Page 5
of 9 Pages
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| Item 1. | | (a) Name of Issuer |
ZURA BIO LIMITED
| Item 1. | | (b) Address of Issuer’s Principal
Executive Offices |
4225 Executive Square, Suite 600
La Jolla, CA 92037
| Item 2. | | (a) Names of Persons Filing: |
Great
Point Partners, LLC
Dr.
Jeffrey R. Jay, M.D.
Mr.
Ortav Yehudai
The
Reporting Persons have entered into a Joint Filing Agreement, dated June 16, 2023, a copy of which is filed with this
SCHEDULE 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k)(1) under the Act.
| Item 2. | | (b) Address
of
Principal
Business Office: |
The address of the principal business office of each of the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich,
CT 06830
Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. Ortav Yehudai is a citizen of the United States.
| Item 2. | | (d) Title of Class of Securities |
Class A Ordinary Shares, $0.0001 par value (the “common stock”)
G9TY5A101
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CUSIP No. G9TY5A101
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SCHEDULE 13G
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Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. G9TY5A101
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SCHEDULE 13G
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Page
7 of 9 Pages
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Item
4. Ownership
Biomedical
Value Fund, L.P. (“BVF”) is the record owner of 1,845,199 shares (the “BVF Shares”). Great Point Partners,
LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial
owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as Senior Managing Member of Great Point, and Mr.
Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment power with respect to the
BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.
Biomedical
Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 1,285,050 shares (the “BOVF Shares”). Great Point
is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of
Dr. Jay, as Senior Managing Member of Great Point, and Mr. Yehudai, as Managing Director of Great Point, has voting and investment
power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.
Cheyne
Global Equity Fund (an Open-Ended Fund of Cheyne Select Master Fund ICAV) (“CGEF”) is the record holder of 164,751 shares
of Common Stock (the “CGEF Shares”). Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as Senior Managing
Member of Great Point, and Mr. Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment
power with respect to the CGEF Shares, and therefore may be deemed to be the beneficial owner of the CGEF Shares.
Notwithstanding
the above, Great Point, Dr. Jay and Mr. Yehudai disclaim beneficial ownership of the BVF Shares, the BOVF Shares, and the CGEF
Shares, except to the extent of their respective pecuniary interests.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
1.
Great Point Partners, LLC
(a)
Amount beneficially owned: 3,295,000
(b)
Percent of class: 7.65%1
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power to vote or direct the vote: 3,295,000
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 3,295,000
2.
Dr. Jeffrey R. Jay, M.D.
(a)
Amount beneficially owned: 3,295,000
(b)
Percent of class: 7.65%1
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power to vote or direct the vote: 3,295,000
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 3,295,000
3.
Mr. Ortav Yehudai
(a)
Amount beneficially owned: 3,295,000
(b)
Percent of class: 7.65%1
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or direct the vote: 0
(ii)
Shared power to vote or direct the vote: 3,295,000
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 3,295,000
1 Based
on a total of 43,093,685 shares of common stock outstanding as reported by the Issuer in its Form S-1 filed with the SEC on
June 14, 2023.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
See
Item 4.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. G9TY5A101
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SCHEDULE 13G
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Page
8 of 9 Pages
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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.
Dated: June 16, 2023
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Great Point Partners, LLC
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By: |
/s/
Dr. Jeffrey R. Jay, M.D. |
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Dr. Jeffrey R. Jay, M.D., as Senior Managing Member |
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Dr. Jeffrey R. Jay, M.D.
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By: |
/s/
Dr. Jeffrey R. Jay, M.D. |
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Dr. Jeffrey R. Jay, M.D. |
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Mr.
Ortav Yehudai
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By: |
/s/
Mr. Ortav Yehudai |
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Mr. Ortav Yehudai |
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(i) Each of them is individually eligible to use the SCHEDULE 13G to which this Exhibit is attached, and such SCHEDULE 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such SCHEDULE 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.