UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2024
ZURA BIO LIMITED
(Exact name of Registrant
as specified in its charter)
| Cayman Islands |
|
001-40598 |
|
98-1725736 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1489 W. Warm Springs Rd. #110
Henderson,
NV 89014
(Address of principal executive
offices, including zip code)
(702) 825-9872
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange
on which registered |
| Class A Ordinary Shares, par value $0.0001 per share |
|
ZURA |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share for $11.50 per share |
|
ZURAW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230A05 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement .
On August 12, 2024, Zura
Bio Limited, a Cayman Islands exempted company (the “Company”), completed its previously announced exchange offer (the “Exchange
Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase
Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A ordinary shares”), which warrants trade
on The Nasdaq Capital Market under the symbol “ZURAW” (the “public warrants”), and (ii) private placement warrants
to purchase Class A ordinary shares (the “private placement warrants” and, together with the public warrants, the “IPO
warrants”).
In connection with its
completion of the Exchange Offer, the Company entered into an amendment, dated August 12, 2024 (the “Warrant Amendment”),
to the warrant agreement governing the IPO warrants, dated as of July 16, 2021 (the “Warrant Agreement”), by and between the
Company (as successor to JATT Acquisition Corp, the Company’s predecessor and a Cayman Islands exempted company) and Continental
Stock Transfer & Trust Company (“CST”), as warrant agent. The Warrant Amendment amends the Warrant Agreement to provide
the Company with the right to mandatorily exchange the Company’s remaining outstanding IPO warrants for Class A ordinary shares
at an exchange ratio of 0.27 Class A ordinary shares for each IPO warrant, which is a ratio 10% less than the exchange ratio applicable
to the Exchange Offer.
Pursuant to the Warrant
Amendment, the Company has the right to require the exchange of not less than all of the IPO warrants at any time while such IPO warrants
are exercisable and prior to their expiration, at the office of CST, upon notice to the registered holders of the outstanding IPO warrants
at least fifteen days prior to the date of exchange fixed by the Company. The Company has exercised its right, in accordance with the
terms of the Warrant Amendment, to exchange all remaining untendered IPO warrants at an exchange ratio of 0.27 Class A ordinary shares
for each remaining untendered IPO warrant (the “Post-Offer Exchange”). The Company has fixed the date for such exchange as
August 27, 2024.
The Exchange Offer and
Consent Solicitation expired at 11:59 p.m., Eastern Time on August 8, 2024. The Company has been advised that a total of 6,703,428 public
warrants, or approximately 97.2% of the outstanding public warrants, and a total of 4,080,580 private placement warrants, or approximately
69.0% of the outstanding private placement warrants, were validly tendered and not validly withdrawn in the Exchange Offer and Consent
Solicitation, and therefore such warrants consented to the Warrant Amendment. Because consents were received from holders of more than
a majority of the Company’s outstanding public warrants and a majority of the Company’s outstanding private placement warrants,
the Warrant Amendment was approved.
The foregoing description
of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 3.03 Material
Modifications to Rights of Security Holders.
Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.07 Submission
of Matters to a Vote of Securityholders.
Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.07.
Item 8.01 Other Events.
A copy of the press release
announcing the settlement of the Exchange Offer and the Company’s exercise of its right to effect the Post-Offer Exchange is attached
as Exhibit 99.1 and is incorporated by reference herein.
No
Offer or Solicitation
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a solicitation of an offer to sell the IPO warrants or an offer to sell or a solicitation
of an offer to buy any Class A ordinary shares in any state in which such offer, solicitation, or sale would be unlawful before registration
or qualification under the laws of any such state. The Exchange Offer and Consent Solicitation were made only through the Schedule TO
and prospectus/offer to exchange, and the complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth therein.
A registration statement on Form S-4 relating
to the securities to be issued in the Exchange Offer and the Post-Offer Exchange was declared effective.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws, including statements regarding the expected timing of the Post-Offer Exchange.
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including, but not limited to those
described under the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-4, initially filed
with the SEC on July 12, 2024, as amended, as such factors may be updated from time to time in the Company’s periodic filings with
the SEC, which are accessible on the SEC’s website at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current
Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We
do not give any assurance that we will achieve our expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
Date: August 12, 2024
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ZURA BIO LIMITED |
| |
|
| |
By: |
/s/ Kim Davis |
| |
Name: |
Kim Davis |
| |
Title: |
Chief Legal Officer |
Exhibit 10.1
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This amendment (this “Amendment”)
is made as of August 12, 2024, by and between Zura Bio Limited, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
and constitutes an amendment to that certain Warrant Agreement, dated as of July 16, 2021 by and between the Company (as successor
to JATT Acquisition Corp, our predecessor and a Cayman Islands exempted company (“JATT”)) and Continental Stock Transfer &
Trust Company (“CST”), as warrant agent (the “Existing Warrant Agreement”). Capitalized terms used
but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
WHEREAS, on March 20, 2023, the Company and
JATT completed a business combination (the “Business Combination”);
WHEREAS, in accordance with Section 4.5 of
the Existing Warrant Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of JATT
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance (as defined
in the Existing Warrant Agreement) of Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A
ordinary shares”);
WHEREAS, Section 9.8 of the Existing Warrant
Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing Warrant
Agreement with the vote or written consent of the Registered Holders of at least a majority of the Public Warrants and, solely with respect
to any amendment to the terms of the Private Placement Warrants or any provision of the Existing Warrant Agreement with respect to the
Private Placement Warrants, a majority of the number of the then outstanding Private Placement Warrants (the Public Warrants together
with the Private Placement Warrants, the “Warrants”);
WHEREAS, the Company desires to amend the Existing
Warrant Agreement to provide the Company with the right to require the holders of the Warrants to exchange all of the outstanding Warrants
for Class A ordinary shares, on the terms and subject to the conditions set forth herein; and
WHEREAS, in the exchange offer and consent solicitation
undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission, the
Registered Holders of more than a majority of the then-outstanding Public Warrants and a majority of the then-outstanding Private Placement
Warrants consented to and approved this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
1. Amendment of Existing Warrant
Agreement. The Existing Warrant Agreement is hereby amended by adding:
(a) the new Section 6A thereto:
“6A Mandatory Exchange.
6A.1 The Business Combination. On
March 20, 2023, the Company and JATT completed the Business Combination. In accordance with Section 4.5 of this Agreement, upon
effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, an Alternative Issuance of Class A ordinary shares, par value
$0.0001 per share, of Zura Bio Limited (the “Class A ordinary shares”).
6A.2 Company Election to Exchange. Notwithstanding
any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Warrants may be exchanged, at the
option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the then-outstanding Warrants, as described in Section 6A.3 below, for Class A ordinary
shares (or any Alternative Issuance pursuant to Section 4.5), at the exchange rate of 0.27 Class A ordinary shares (or any Alternative
Issuance pursuant to Section 4.5) for each Warrant held by the holder thereof (the “Consideration”) (subject
to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations, or similar transaction with
respect to the Class A ordinary shares). In lieu of issuing fractional shares, any holder of Warrants who would otherwise have been
entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares of such holder, be paid in cash
(without interest) in an amount equal to such fractional part of a share multiplied by $3.54.
6A.3 Date Fixed for, and Notice
of, Exchange. In the event that the Company elects to exchange all of the Warrants, the Company shall fix a date for
the exchange (the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage prepaid,
by the Company not less than 15 days prior to the Exchange Date to the Registered Holders at their last addresses as they shall appear
on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether
or not the Registered Holder received such notice. The Company will make a public announcement of its election following the mailing of
such notice.
6A.4 Exercise After Notice of Exchange. The
Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsections 3.3.1(b) or (c) of
this Agreement) at any time after notice of exchange shall have been given by the Company pursuant to Section 6A.3 hereof
and prior to the Exchange Date. On and after the Exchange Date, the Registered Holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Consideration.
2. Miscellaneous Provisions.
2.1 Severability. This
Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.2 Applicable Law. The
validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The Company hereby agrees that any action, proceeding, or claim against it arising out of or relating in any way to this
Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.
2.3 Counterparts. This
Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication)
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import
in this Amendment or in any other certificate, agreement, or document related to this Amendment, if any, shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif,”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity, and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
2.4 Effect of Headings. The
section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.5 Entire Agreement. The
Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior
agreements, understandings, arrangements, promises, and commitments, whether written or oral, express, or implied, relating to the subject
matter hereof, and all such prior agreements, understandings, arrangements, promises, and commitments are hereby canceled and terminated.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties has caused this Amendment
to be duly executed as of the date first above written.
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ZURA BIO LIMITED |
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|
|
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By: |
/s/ Robert Lisicki |
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|
|
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Name: |
Robert Lisicki |
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Title: |
Chief Executive Officer |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent |
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|
|
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By: |
/s/ Luis Ortiz |
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Name: |
Luis Ortiz |
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Title: |
Vice President |
Exhibit 99.1
Zura Bio Completes Exchange Offer and
Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
Henderson, NV, August 12, 2024 – Zura
Bio Limited (Nasdaq: ZURA) (“Zura Bio” or the “Company”), a clinical-stage immunology company developing novel
dual-pathway antibodies for autoimmune and inflammatory diseases, today announced that it has completed its previously announced exchange
offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding
(i) public warrants that were issued in connection with its initial public offering to purchase Class A ordinary shares of the
Company, par value $0.0001 per share (the “Class A ordinary shares”), which warrants trade on The Nasdaq Capital Market
under the symbol “ZURAW” (the “public warrants”), and (ii) private placement warrants that were issued in
connection with its initial public offering to purchase Class A ordinary shares (the “private placement warrants” and,
together with the public warrants, the “IPO warrants”). The Company issued 3,235,184 ordinary shares in exchange for the IPO
warrants tendered in the Exchange Offer.
The Company also entered into the related amendment
to the warrant agreement governing the warrants (the “Warrant Amendment”) and announced that it will exercise its right, in
accordance with the terms of the Warrant Amendment, to exchange all remaining untendered IPO warrants at an exchange ratio of 0.27 Class A
ordinary shares for each remaining untendered IPO warrant (the “Post-Offer Exchange”). The Company has fixed the date for
such exchange as August 27, 2024.
As a result of the completion of the Exchange
Offer and the Post-Offer Exchange, no IPO warrants will remain outstanding. Accordingly, the IPO warrants are expected to be suspended
from trading on the Nasdaq Capital Market (“Nasdaq”) as of the close of business on August 26, 2024, and will be delisted.
The Class A ordinary shares will continue to be listed and trade on the Nasdaq under the symbol “ZURA”.
The Company engaged Cantor Fitzgerald &
Co. as the dealer manager for the Exchange Offer and Consent Solicitation, Alliance Advisors, LLC as the information agent for the Exchange
Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company as the exchange agent for the Exchange
Offer and Consent Solicitation.
About Zura Bio
Zura Bio is a clinical-stage,
multi-asset immunology company developing novel dual-pathway antibodies for autoimmune and inflammatory diseases. Currently, Zura Bio
is developing three assets which have completed Phase 1/1b studies and are Phase 2 ready. The company is developing a portfolio of therapeutic
indications for tibulizumab (ZB-106), crebankitug (ZB-168), and torudokimab (ZB-880), with a goal of demonstrating their efficacy, safety,
and dosing convenience in autoimmune and inflammatory diseases, including systemic sclerosis and other novel indications with unmet needs.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of the federal securities laws, including statements regarding the expected timing of the Post-Offer Exchange. These
forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this press release, including, but not limited to those described
under the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-4, initially filed
with the SEC on July 12, 2024, as such factors may be updated from time to time in the Company’s filings with the SEC, which
are accessible on the SEC’s website at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press
release may not occur and actual results could differ materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable law. We do not give any assurance that we will achieve our expectations.
Contact
Megan K. Weinshank
Head of Investor Relations
ir@zurabio.com
Zura Bio (NASDAQ:ZURA)
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