Securities Registration: Employee Benefit Plan (s-8)
June 22 2023 - 5:17PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on June 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zura Bio Limited
(Exact
name of Registrant as specified in its charter)
| Cayman Islands |
98-1725736 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4225 Executive Square, Suite 600
La Jolla, CA 92037
(Address of principal executive
offices, including Zip Code)
Zura Bio Limited 2023 Equity Incentive Plan
Zura Bio Limited 2023 Employee Share Purchase
Plan
(Full title of the plans)
Dr. Someit
Sidhu
Chief Executive Officer
4225 Executive Square, Suite 600
La Jolla, CA 92037
(Name and address of agent
for service)
(858) 247-0520
(Telephone number, including
area code, of agent for service)
Copies to:
Ari Edelman, Esq.
Eric S. Klee, Esq.
McDermott Will & Emery LLP
One Vanderbilt Avenue
New York, NY 10017
Tel: (212) 547-5400
Fax: (212) 547-5444
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.
| Large accelerated filer ¨ |
Accelerated filer ¨ |
| Non-accelerated filer x |
Smaller reporting company x |
| |
Emerging growth company x |
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 ☐
Proposed sales to take place as soon after the effective date of
the registration statement as awards under the plans are exercised and/or vest.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules
of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information specified
in Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed
by Zura Bio Limited (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
(b) The description of the Registrant’s ordinary shares which is contained in the Registration Statement on Form S-4/A filed by the Registrant with the Commission on February 23, 2023.
(c) The
Registrant’s Current Reports on Form 8-K filed on January 19, 2023, March 10, 2023, March 15, 2023, March 16, 2023 (as to Item 5.07
only), March 24, 2023, March 28, 2023 (as to Item 8.01 and Exhibit 10.1 only), April 6, 2023, April 7, 2023, April 10, 2023, May 3, 2023, June 2, 2023, and June 6, 2023 (as to Item 3.02 only).
(d) The Registrant’s Form 8-A filed on March 20, 2023.
All documents,
reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate
to such items) on or after the date of this Registration Statement and prior to the filing of a post- effective amendment to this Registration
Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
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 contained herein or in any subsequently filed document
that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION
OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF
NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Cayman Islands law does not limit the extent to which a company’s
memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision
may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default,
fraud or the consequences of committing a crime.
The Registrant’s Second Amended and Restated
Memorandum and Articles of Association provide that the Registrant shall indemnify its directors and officers (excluding, for the avoidance
of doubt, its auditors), including former directors and officers (each, an “indemnified person”) against all actions, proceedings,
costs, demands, expenses (including legal expenses), damages, claims or liabilities incurred by such indemnified person as a result of
any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own
actual fraud, willful neglect or willful default, as determined by a court of competent jurisdiction. Further, the Registrant’s
Second Amended and Restated Memorandum and Articles of Association provide that no indemnified person shall be liable to the Registrant
for any loss or damage incurred by the Registrant as a result (whether direct or indirect) of the carrying out of their functions unless
that liability arises through the actual fraud, willful neglect or willful default of such indemnified person, as determined by a court
of competent jurisdiction.
The Registrant has purchased and intends to maintain insurance on behalf
of each person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her
and incurred by him or her in any such capacity, subject to certain exclusions.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that
in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
| |
Incorporated by Reference |
ITEM 9. UNDERTAKINGS
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in the registration statement; |
Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue. |
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 San Diego, California, on this 22nd day of June, 2023.
| |
Zura Bio Limited |
| |
|
| |
By: |
/s/ Someit Sidhu |
| |
|
Name: Dr. Someit Sidhu |
| |
|
Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL
BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Verender Badial and Kim Davis, and each
of them, as his or her true and lawful agents, proxies and attorneys-in-fact, 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 (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and
exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration
statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes
as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of
his substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the 22nd day of June, 2023.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Someit Sidhu, MD |
|
Chief Executive Officer and Director |
|
June 22, 2023 |
| Someit Sidhu, MD |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Verender S. Badial |
|
Chief Financial Officer |
|
June 22, 2023 |
| Verender S. Badial |
|
(Principal Financial and Accounting Officer) |
|
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| /s/ Amit Munshi |
|
Non-Executive Chairman of the Board |
|
June 22, 2023 |
| Amit Munshi |
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| /s/ Sandeep Kulkarni |
|
Director |
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June 22, 2023 |
| Sandeep Kulkarni |
|
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| /s/ Garry Neil |
|
Director |
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June 22, 2023 |
| Garry Neil |
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| /s/ Steve Schoch |
|
Director |
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June 22, 2023 |
| Steve Schoch |
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| /s/ Jennifer Jarrett |
|
Director |
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June 22, 2023 |
| Jennifer Jarrett |
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| /s/ Neil Graham |
|
Director |
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June 22, 2023 |
| Neil Graham |
|
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