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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
February 21, 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.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On February 21, 2026, Neil Graham notified Zura
Bio Limited (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”),
effective February 21, 2026. Dr. Graham’s resignation was not due to any disagreement with the Company on any matter relating to
the Company’s operations, policies, practices or strategy, the Company’s management or the Board.
Director Appointments
On February 21, 2026, the Board appointed each
of Dr. Mark Eisner and Dr. Ajay Nirula as directors, effective immediately. Each of Dr. Eisner and Dr. Nirula will continue as directors
until the next annual general meeting of shareholders or until their respective successors have been elected and qualified, or, if sooner,
until their earlier death, resignation or removal.
Mark Eisner, M.D., M.P.H., age 61, has served
as Vir Biotechnology, Inc.’s (Nasdaq: VIR) Executive Vice President and Chief Medical Officer since June 2024. Previously, Dr. Eisner
served as Chief Medical Officer at Sonoma Biotherapeutics, Inc., a private clinical-stage biotechnology company, from September 2023 to
June 2024, where he led all development functions, which included Biometrics, Regulatory, Clinical Science, Clinical Operations, Drug
Safety and Pharmacology. From 2020 to September 2023, he served as Executive Vice President, Chief Medical Officer at FibroGen, Inc. (nka
Kyntra Bio, Inc.) (Nasdaq: KYNB), a biopharmaceutical company, where he led all development functions, which included being the Head of
China Clinical Development and Clinical Operations. Prior to FibroGen, Dr. Eisner spent nearly 11 years at Genentech, Inc., a member of
the Roche Group, holding positions of increasing responsibility, including Senior Vice President, Global Head of Product Development for
Immunology, Infectious Disease and Ophthalmology from 2018 to 2020, and was accountable for late-stage clinical development of many products. Prior
to entering industry, Dr. Eisner was Professor of Medicine and Anesthesia at the University of California, San Francisco. Dr.
Eisner completed his A.B. degree in human biology at Stanford University and his M.D. degree at the University of Pennsylvania School
of Medicine. He also holds an M.P.H. focused on epidemiology from the University of California, Berkeley, School of Public Health.
Ajay Nirula, M.D., Ph.D., age 58, has served as
Recludix Pharma’s Executive Vice President and Head of Research and Development at since April 2024. Previously, Dr. Nirula served
as Eli Lilly and Company’s (“Lilly”) (NYSE: LLY) Senior Vice President and Immunology Therapeutic Head and the site
head for Lilly Biotechnology Center in San Diego from October 2022 through April 2024 and Vice President from 2015 through October 2022.
Prior to joining Lilly, Dr. Nirula held leadership positions at Amgen Inc. and Biogen Idec MA Inc. and was involved in several research
programs and regulatory filings spanning diseases such as rheumatoid arthritis, systemic lupus erythematosus, multiple sclerosis, psoriasis
and vasculitis. Dr. Nirula began his career at Merck &Co., Inc. leading early clinical development of molecules in cardiovascular
disease and inflammation. Dr. Nirula completed his undergraduate degree in molecular biology at University of California, Berkeley, his
M.D. degree from UCLA School of Medicine, and his Ph.D. from the University of Texas Southwestern Medical School. He obtained board certification
in Internal Medicine and Rheumatology and subsequently joined the faculty in the Division of Rheumatology at UCSF Medical Center.
Pursuant to the Company’s Non-Employee Director Compensation
Policy, each of Dr. Eisner and Dr. Nirula will be entitled to receive an annual cash retainer for service as a director in the amount
of $40,000, prorated based on days served. In addition, on February 21, 2026, each of Dr. Eisner and Dr. Nirula received an initial grant
of stock options pursuant to the Company’s 2023 Equity Incentive Plan (the “Initial Option Grant”) to purchase the lesser
of (i) 51,000 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) and (ii) the
maximum number of Class A Ordinary Shares that would result in the option having an option value of not more than $200,000 (the “Initial
Option Grant”). The Initial Option Grant will vest in a series of twelve successive substantially equal monthly installments over
the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Initial Option Grant
will vest as of the day immediately preceding the next Annual Meeting, subject to the director’s continuous service through each
vesting date.
Pursuant to the Non-Employee Director Compensation
Policy, each of Dr. Eisner and Dr. Nirula will also be entitled to receive on the date of each annual general meeting of shareholders
following which he continues to serve as non-employee director, a grant of a stock option to purchase the lesser of (i) 51,000
Class A Ordinary Shares and (ii) the maximum number of Class A Ordinary Shares that would result in the option having an
option value of not more than $200,000 (the “Annual Option Grant”). Each Annual Option Grant will vest in a series of twelve
successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that
any remaining unvested portion of the Annual Option Grant will vest as of the day immediately preceding the next annual general meeting.
The first Annual Option Grant each of Dr. Eisner and Dr. Nirula will be entitled to receive will be prorated as follows: the number of
shares underlying each Annual Option Grant shall be multiplied by a fraction, the numerator of which is the number of days between commencement
of service as a non-employee director and the 2026 annual general meeting, and the denominator of which is 365.
There are no arrangements or understandings between
Dr. Eisner or Dr. Nirula and any other person pursuant to which they were elected as directors. Neither Dr. Eisner nor Dr. Nirula have
any family relationships with any of the Company’s directors or executive officers. Neither Dr. Eisner nor Dr. Nirula have a direct
or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On February 23, 2026, the Company
issued the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. By filing this Current Report on Form 8-K and furnishing
the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD.
The information presented in Item 7.01 of this Current Report on Form
8-K and Exhibit 99.1 shall not be deemed to be “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, unless the Company
specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it
by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
Press Release, dated February 23, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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
23, 2026 |
By: |
/s/
Kim Davis |
| |
|
Kim Davis |
| |
|
Chief Operating Officer, Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
Zura
Bio Welcomes Accomplished Drug Development Leaders Mark Eisner, M.D., M.P.H., and Ajay Nirula, M.D., Ph.D., to Board of Directors
HENDERSON,
Nev. – (BUSINESS WIRE) – February 23, 2026 – Zura Bio Limited (Nasdaq: ZURA) (“Zura” or the
“Company”), a clinical-stage biotechnology company developing novel and differentiated medicines to meaningfully improve
the lives of patients with serious and debilitating autoimmune and inflammatory diseases, today announced the appointments of Mark Eisner,
M.D., M.P.H., and Ajay Nirula, M.D., Ph.D., to its Board of Directors, effective February 21, 2026. As part of this transition, Neil
Graham, M.B.B.S., M.D., M.P.H., will step down from the Board effective the same date.
“Mark
and Ajay are accomplished immunology executives who have successfully guided innovative biologics from early development through approval
and commercialization on a global scale,” said Amit Munshi, Chairman of the Board. “As we advance our Phase 2 programs and
evaluate new growth opportunities, their experience will be instrumental. Their decision to join the Board reflects their conviction
in our strategy and pipeline.”
“Neil
has been a valued member of our Board since the Company’s formative stages,” added Mr. Munshi. “Following his decision
to accept a full-time role that limits his ability to continue serving on the Board, we want to express our sincere appreciation for
his significant contributions to Zura. Neil has been a critical participant on our R&D Committee, and his insight and dedication
have helped shape the Company. We are grateful for his service and wish him continued success in his future endeavors.”
Mark
Eisner, M.D., M.P.H.
Dr.
Mark Eisner, M.D., M.P.H., is a biotechnology executive with more than 25 years of leadership in clinical development and immunology.
He currently serves as Executive Vice President and Chief Medical Officer of Vir Biotechnology, where he oversees clinical development,
regulatory sciences, and medical affairs. Previously, he served as Chief Medical Officer at Sonoma Biotherapeutics and FibroGen, and
spent nearly 11 years at Genentech/Roche, including as Senior Vice President and Global Head of Product Development for Immunology, Infectious
Disease, and Ophthalmology. In that role, he led multinational development programs and global regulatory submissions across major therapeutic
areas. Prior to entering industry, Dr. Eisner was Professor of Medicine and Anesthesia at the University of California, San Francisco.
“Successfully
advancing innovative biologics requires rigorous clinical strategy and disciplined execution,” said Dr. Eisner. “Zura has
taken a data-driven and scientifically grounded approach to development, and I look forward to contributing my experience in guiding
programs through critical clinical and regulatory milestones.”
Ajay
Nirula, M.D., Ph.D.
Dr.
Ajay Nirula, M.D., Ph.D., is a physician-scientist and biotechnology executive with more than two decades of leadership in immunology
research and clinical development. He currently serves as Executive Vice President and Head of Research and Development at Recludix Pharma.
Previously,
Dr. Nirula served as Senior Vice President and Immunology Therapeutic Area Head at Eli Lilly and Company, where he led discovery research
and early- and mid-phase clinical development in immunology. During his tenure, he helped establish immunology as a core therapeutic
area at Lilly, contributing to four globally approved medicines and advancing more than ten product candidates into clinical development.
While at Lilly, he oversaw the development of tibulizumab prior to its licensing to Zura and has subsequently served on Zura’s
Scientific Advisory Board, continuing his engagement with the program. Prior to Lilly, Dr. Nirula held leadership roles at Amgen, Biogen
Idec, and Merck & Co., advancing programs across multiple immune-mediated diseases.
“Having
overseen tibulizumab’s development while at Lilly, I have long believed in the strength of its dual-pathway design,” said
Dr. Nirula. “By simultaneously targeting IL-17 and BAFF, Zura’s strategy is designed to address complementary drivers of
autoimmune disease, and I’m excited to support the advancement of this dual-pathway bispecific program.”
ABOUT
ZURA
Zura
is a clinical-stage, multi-asset immunology company developing novel dual-pathway antibodies for autoimmune and inflammatory diseases
with unmet need. The Company’s pipeline includes product candidates designed to target key mechanisms of immune system imbalance,
with the goal of improving efficacy, safety, and dosing convenience for patients.
Zura’s
lead product candidate, tibulizumab (ZB-106), is being evaluated in two Phase 2 clinical studies in adults: TibuSHIELD, a study in hidradenitis
suppurativa (HS), and TibuSURE, a study in systemic sclerosis (SSc). Additional product candidates, crebankitug (ZB-168) and torudokimab
(ZB-880), have completed Phase 1/1b studies and are being evaluated for their potential across a range of autoimmune and inflammatory
conditions.
For
more information, please visit www.zurabio.com.
CONTACT
Megan
K. Weinshank
Head
of Corporate Affairs
ir@zurabio.com