false
0001855644
0001855644
2025-06-25
2025-06-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
Warrants [Member]
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
June 25, 2025
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.
| Item 5.02. |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer
On June 27, 2025, the Board
of Directors (the “Board”) of Zura Bio Limited (the “Company”) appointed Eric Hyllengren as Chief Financial Officer
(principal accounting and principal financial officer) of the Company, effective as of July 7, 2025 (the “Effective Date”).
Mr. Hyllengren will succeed Verender Badial, who is stepping down from his current position as Chief Financial Officer of the Company.
Mr. Hyllengren, age 50, was
most recently Chief Financial Officer and Chief Operating Officer of Atara Biotherapeutics, Inc. (Nasdaq: ATRA) (“Atara”),
since April 2023 and October 2024, respectively, and was previously Atara’s Vice President of Finance from August 2018 to April
2023. Prior to joining Atara, Mr. Hyllengren held various leadership roles at Amgen Inc. (Nasdaq: AMGN) (“Amgen”) from July
2003 to August 2018 and, most recently, was Amgen’s Executive Director of Business Development and Head of Alliance Management from
November 2017 to August 2018. Mr. Hyllengren holds a B.B.A. in Finance and Russian from the University of Notre Dame and an M.B.A. in
Finance from the Kellogg School of Management at Northwestern University.
In connection with his
appointment as Chief Financial Officer, the Company entered into an offer letter with Mr. Hyllengren on June 27, 2025 (the
“Offer Letter”) effective as of the Effective Date. The Offer Letter provides for Mr.
Hyllengren’s at-will employment as the Chief Financial Officer. Pursuant to the Offer Letter, Mr. Hyllengren will
receive an annual base salary of $475,000 per year. Mr. Hyllengren will also be eligible to receive a discretionary annual cash
bonus with a target amount equal to 40% of his base salary and to participate in the Company’s employee benefit plans and
programs in accordance with the terms and conditions of the applicable plans and programs.
The Offer Letter also provides
for the grant of an option to purchase up to 672,000 Class A ordinary shares (the “Initial Option”), which Initial Option
is to be granted as soon as practicable following the Effective Date pursuant to the terms of the Company’s 2023 Equity Incentive
Plan (the “Plan”) and an option award agreement thereunder. The Initial Option will have an exercise price equal to the closing
price per share of the Company’s common stock on the grant date, and will vest over 4 years, with 25% of the shares vesting on the
first anniversary of the Effective Date and the remainder vesting in equal quarterly installments over the following three years, subject
to Mr. Hyllengren’s continuous service through each such date. The Initial Option is intended to be an inducement material
to Mr. Hyllengren’s entering into employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4).
On the Effective Date, the
Company and Mr. Hyllengren will also enter into the Company’s standard form indemnification agreement, previously adopted and disclosed
by the Company and filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on March 24,
2023, and Employee Confidential Information and Inventions Assignment Agreement. The indemnification agreement, among other things, requires
the Company to indemnify Mr. Hyllengren for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts
incurred by him in any action or proceeding arising out of his services as an officer of the Company or any other company or enterprise
to which he provides services at the Company’s request.
Other than the foregoing,
Mr. Hyllengren is not party to any arrangement or understanding with any other pursuant to which he was appointed as an officer, nor is
he party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K involving the Company. There
are no family relationships between Mr. Hyllengren and any of the Company’s directors and executive officers.
The foregoing description
of the Offer Letter is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text
of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Chief Financial Officer Transition
Verender Badial, the Company’s
current Chief Financial Officer, notified the Company on June 25, 2025 of his resignation from the Company, and will remain with the Company
in his current role until the Effective Date, following which he will remain with the Company as a non-executive employee through July
31, 2025 (the “Separation Date”) to assist with the transition. Mr. Badial’s transition is unrelated to the Company’s
financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures.
On June 27, 2025, the Company
and Mr. Badial entered into a settlement agreement (the “Settlement Agreement”), which specifies the terms of his separation
and continuing employment during the transition period. Pursuant to the terms of the Settlement Agreement, Mr. Badial will receive: (i)
a £178,294.92 cash severance payment; (ii) a £89,147.46 cash payment in lieu of the notice required under his employment agreement
with the Company; (iii) a £23,500.11 cash payment in respect of holiday accrued but untaken up to July 7, 2025; (iv) £4,000
cash payment, being equivalent to the cost to the Company of twelve months of private health insurance premiums for Mr. Badial and his
dependents; and (v) a reimbursement of the cost, up to a maximum of £27,000, for transition assistance, with such costs to be incurred
and submitted to the Company within twelve months following the Separation Date.
Additionally, the Settlement
Agreement provides for accelerated vesting of the unvested portion of two outstanding options, previously granted to Mr. Badial on May
18, 2023 and June 18, 2024 pursuant to the Plan, that would have vested in the nine months following the Separation Date, relating to
107,811 and 78,750 Class A ordinary shares of the Company, respectively (collectively, the “Accelerated Options”). Pursuant
to the Settlement Agreement, Mr. Badial may not transfer any shares acquired pursuant to the exercise of the Accelerated Options before
the following dates without the prior written consent of the Company: (i) one-third (1/3) of any such shares may only be transferred on
or after the first anniversary of the Separation Date; (ii) the second one-third (1/3) of any such shares may only be transferred on or
after the second anniversary of the Separation Date; and (iii) the final one-third (1/3) of any such shares may only be transferred on
or after the third anniversary of the Separation Date. The Settlement Agreement also provides for an extension of the post-termination
exercise period for Mr. Badial’s outstanding stock options, including the Accelerated Options, to the applicable expiration date
of the applicable stock option. The options previously granted to Mr. Badial on May 8, 2025 pursuant to the Plan, covering 303,100 Class
A ordinary shares, will be immediately forfeited upon the Separation Date.
All payments and benefits
provided under the Settlement Agreement are contingent upon the effectiveness of, and Mr. Badial’s continued compliance with, the
Settlement Agreement. The Settlement Agreement also contains a release of claims, as well as standard non-disparagement
and confidentiality provisions.
The foregoing description
of the Settlement Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full
text of the Settlement Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
| Item 7.01. |
Regulation FD Disclosure. |
On July 1, 2025, the Company
issued a press release with respect to the management changes described in Item 5.02 of this Current Report on Form 8-K. A copy
of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Offer Letter with Eric Hyllengren
dated June 27,2025. |
| 10.2* |
|
Settlement Agreement, by and between the Company and Verender Badial, dated as of June 27, 2025. |
| 99.1 |
|
Press Release, dated July 1, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not
material and would likely cause competitive harm to the registrant if publicly disclosed.
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: July 1, 2025 |
By: |
/s/ Kim Davis |
| |
|
Kim Davis |
| |
|
Chief Operating Officer, Chief Legal Officer and Corporate Secretary |
