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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): October 23, 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) 757-6133

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 5.07Submission of Matters to a Vote of Security Holders

 

On October 23, 2024, Zura Bio Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following three proposals: (1) the election, by ordinary resolution, of the nine (9) directors listed below (the "Director Nominees") to the Company’s Board of Directors (the “Board”) to hold office until the 2025 annual general meeting of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal (“Proposal 1”); (2) the ratification, by ordinary resolution, of the re-appointment by the Audit Committee of the Board of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”); and (3) the approval, by ordinary resolution, of the adjournment of the Annual Meeting by the chairman thereof to a later date or dates, if necessary, for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event the Company does not receive the requisite shareholder votes to approve the foregoing proposals (“Proposal 3”). Each of these proposals is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2024. The final results of the voting on each proposal are set forth below.

 

Proposal 1 - Election of Directors.

 

The Company’s shareholders elected the Director Nominees as directors of the Company, each to hold office until the 2025 annual general meeting of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. The votes cast were as follows:

 

Nominee  For   Against   Abstain   Broker Non-Votes 
Neil Graham   39,323,084    17,763    6,043    9,841,974 
Jennifer Jarrett   39,166,609    174,239    6,043    9,841,973 
Sandeep Kulkarni   39,034,139    306,693    6,058    9,841,974 
Robert Lisicki   39,335,708    5,240    5,943    9,841,973 
Amit Munshi   39,324,597    16,350    5,943    9,841,974 
Arnout Ploos van Amstel   39,335,087    5,861    5,943    9,841,973 
Steve Schoch   39,326,367    14,398    6,125    9,841,974 
Someit Sidhu   39,325,063    15,767    6,060    9,841,974 
Parvinder Thiara   38,796,108    544,322    6,460    9,841,974 

 

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.

 

The Company’s shareholders approved the re-appointment of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes cast were as follows:

 

For   Against   Abstain 
 49,154,764    9,599    24,499 

 

Proposal 3 – Adjournment Proposal.

 

Proposal 3 was to approve an adjournment of the Annual Meeting to a later date to solicit additional proxies in favor of the foregoing proposals if there were insufficient votes at the time of the Annual Meeting to approve Proposals 1 and 2. As Proposals 1 and 2 were approved by the requisite number of votes, Proposal 3 was not put to a vote of the shareholders at the Annual Meeting.

 

 

 

 

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.

 

Dated: October 29, 2024

 

  ZURA BIO LIMITED
   
  By: /s/ Kim Davis
    Kim Davis
    Chief Legal Officer

 

 

 

 

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Entity File Number 001-40598
Entity Registrant Name Zura Bio Limited
Entity Central Index Key 0001855644
Entity Tax Identification Number 98-1725736
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 1489 W. Warm Springs Rd.
Entity Address, Address Line Two #110
Entity Address, City or Town Henderson
Entity Address, State or Province NV
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