Zura Bio (ZURA) revises Ogier legal opinion and consent in 8-K/A

Rhea-AI Filing Summary

Zura Bio Limited filed an amended current report to update two legal exhibits tied to a prior disclosure. Amendment No. 1 replaces in full Exhibit 5.1, the opinion of Ogier (Cayman) LLP, and Exhibit 23.1, Ogier’s consent, which were originally filed with an earlier report. The amendment states that no other portions of the original report are changed, and it lists previously filed items such as the underwriting agreement, form of pre-funded warrant, and related press releases as unchanged exhibits.

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Warrants [Member]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 24, 2026

Date of Report (Date of earliest event reported)

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)

(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. ¨

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K of Zura Bio Limited (the “Company”) amends the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on February 25, 2026 (the “Original Report”), to amend and restate in its entirety Exhibit 5.1 and Exhibit 23.1 filed with the Original Report with an updated Exhibit 5.1 and Exhibit 23.1 filed herewith. Other than as described above, this amendment does not amend any other information previously filed in the Original Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
1.1*		Underwriting Agreement, dated February 24, 2026, by and among the Company, Leerink Partners LLC Piper Sandler & Co. and Cantor Fitzgerald & Co.
4.1*		Form of Pre-Funded Warrant.
5.1		Opinion of Ogier (Cayman) LLP.
23.1		Consent of Ogier (Cayman) LLP (included in Exhibit 5.1).
99.1*		Launch Press Release, dated February 24, 2026.
99.2*		Price Press Release, dated February 25, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Previously filed

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: February 26, 2026	By:	/s/ Kim Davis
		Kim Davis
		Chief Operating Officer, Chief Legal Officer and Corporate Secretary

FAQ

What does Zura Bio (ZURA) disclose in this 8-K/A amendment?

Zura Bio files an amendment to update two legal exhibits in a prior report. It replaces the original Ogier (Cayman) LLP legal opinion and related consent, while confirming that all other information from the earlier report remains unchanged.

Which exhibits are updated in Zura Bio’s latest 8-K/A filing?

The amendment updates Exhibit 5.1 and Exhibit 23.1. Exhibit 5.1 is the legal opinion of Ogier (Cayman) LLP, and Exhibit 23.1 is Ogier’s consent, which is now included within the updated Exhibit 5.1 in this amended filing.

Does Zura Bio’s 8-K/A change any terms of its underwriting agreement?

The amendment does not change the underwriting agreement’s terms. It specifies that only Exhibits 5.1 and 23.1 are amended and restated, while the previously filed underwriting agreement and other exhibits remain as originally filed and are marked as previously filed.

Which counterparties are named in Zura Bio’s underwriting agreement exhibit?

The underwriting agreement is listed as being among Zura Bio Limited, Leerink Partners LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co. It appears as Exhibit 1.1 in the exhibit list and is marked as a previously filed document in this amendment.

What other documents are referenced in Zura Bio’s 8-K/A exhibit list?

The exhibit list references a form of pre-funded warrant, launch and price press releases, and the cover page interactive data file. These items are marked as previously filed and are not amended, highlighting that only the Ogier opinion and consent are updated.

Who signs Zura Bio’s amended report and in what capacity?

The amended report is signed on behalf of Zura Bio Limited by Kim Davis. The signature block identifies Kim Davis as Chief Operating Officer, Chief Legal Officer, and Corporate Secretary, indicating responsibility for both operational and legal aspects of the filing.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 57.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB