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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
Date of Report (Date of earliest event reported): June 17, 2026
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 Arrangement of Certain Officers |
On June 17, 2026, 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 approved an amendment and restatement of the Company’s
2023 Equity Incentive Plan (the “Amended 2023 Plan”). The Company’s board of directors previously approved the Amended
2023 Plan on April 23, 2026, subject to approval of the shareholders at the Annual Meeting. The Amended 2023 Plan became effective
immediately upon shareholder approval at the Annual Meeting.
The material terms of the
Amended 2023 Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 30, 2026 (the “Proxy Statement”) in the section entitled “Proposal 3: Approve the Amended and
Restated 2023 Zura Bio Limited Equity Incentive Plan”. The description and terms of the Amended 2023 Plan contained herein and in
the Proxy Statement are qualified in their entirety by the text of the Amended 2023 Plan, a copy of which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
As referenced above, on June 17,
2026, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted
on the following four proposals: (1) the election, by ordinary resolution, of the eight (8) directors listed below (the “Director
Nominees”) to the Company’s Board of Directors (the “Board”) to hold office until the next 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 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,
2026 (“Proposal 2”); (3) the approval, by ordinary resolution, of the Amended 2023 Plan (“Proposal 3”); and
(4) the approval, by ordinary resolution, of the adjournment of the Annual Meeting by the chairman thereof to a later date, if necessary,
for the purpose of soliciting additional proxies in favor of Proposals 1, 2 and 3, in the event the Company does not receive the requisite
shareholder votes to approve Proposals 1, 2 and 3 (“Proposal 4”). Each of these proposals is described in greater detail in
the Proxy Statement. 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 next 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 |
| Daniel Becker | |
55,968,512 | |
291,173 | |
20,958 | |
18,267,509 |
| Mark Eisner | |
56,209,068 | |
49,466 | |
22,109 | |
18,267,509 |
| Jennifer Jarrett | |
39,788,639 | |
16,471,044 | |
20,958 | |
18,267,511 |
| Sandeep Kulkarni | |
56,250,391 | |
8,292 | |
21,960 | |
18,267,509 |
| Amit Munshi | |
40,229,829 | |
16,027,697 | |
23,115 | |
18,267,511 |
| Ajay Nirula | |
56,249,212 | |
8,319 | |
23,113 | |
18,267,508 |
| Steven Schoch | |
56,197,526 | |
61,025 | |
22,093 | |
18,267,508 |
| Parvinder Thiara | |
55,766,669 | |
490,857 | |
23,115 | |
18,267,511 |
Proposal 2 - Ratification of the Appointment
of Independent Registered Public Accounting Firm.
The Company’s shareholders
ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2026. The votes cast were as follows:
| For | |
Against | |
Abstain |
| 74,323,697 | |
30,527 | |
193,928 |
Proposal 3 - Approval of the Amended and
Restated 2023 Zura Bio Limited Equity Incentive Plan
The Company’s shareholders
approved the amendment and restatement of the Company’s 2023 Equity Incentive Plan. The votes cast were as follows:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 38,850,373 | |
17,403,607 | |
26,663 | |
18,267,509 |
Proposal 4 - Adjournment Proposal.
Proposal 4 was to approve
an adjournment of the Annual Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies
in favor of Proposals 1, 2 and 3, in the event the Company did not receive the requisite shareholder votes to approve Proposals 1, 2 and
3. As Proposals 1, 2 and 3 were approved by the requisite number of votes, Proposal 4 was not put to a vote of the shareholders at the
Annual Meeting.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated 2023 Equity Incentive Plan |
| 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.
Dated: June 18, 2026
| |
ZURA BIO LIMITED |
| |
|
| |
By: |
/s/
Kim Davis |
| |
|
Kim Davis |
| |
|
Chief Operating Officer, Chief Legal Officer and Corporate
Secretary |