false
0001855644
0001855644
2026-04-20
2026-04-20
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
April 20, 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of Chief Financial Officer
On April 20, 2026, Eric Hyllengren,
the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, was separated from the Company.
Mr. Hyllengren’s separation was not related to the Company’s financial or operating results or to any disagreements regarding
the Company’s operations or financial or reporting practices.
In connection with his separation,
the Company and Mr. Hyllengren entered into a Separation Agreement on April 21, 2026. Mr. Hyllengren will receive severance
payments in an amount equal to three months of his base salary and reimbursement for COBRA premiums for up to six months. All payments
and benefits provided under the Separation Agreement are contingent upon the effectiveness of, and Mr. Hyllengren’s continued
compliance with, the Separation Agreement, and are subject to payments and benefits available through other employment or eligibility.
The foregoing description
of the Separation 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 Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Appointment of Principal Accounting Officer
and Principal Financial Officer
Also on April 20, 2026, the
Board appointed Marlyn Mathew, the Company’s Vice President, Finance and Accounting, as the Company’s principal accounting
and principal financial officer (the “Appointment”). In connection with the Appointment, the Board approved an increased annual
base salary for Ms. Mathew of $366,415.
Ms. Mathew, 42, serves as
the Company’s Vice President, Finance and Accounting, a role she has held since June 2022. Prior to joining the Company, Ms. Mathew
was Controller at Immunovant from 2019 to May 2022, having previously served as Assistant Controller from 2018 to 2019. Ms. Mathew holds
a Bachelor of Science in Accounting from Rutgers University.
Ms. Mathew is not party to
any arrangement or understanding with any other person pursuant to which she was appointed as an officer, nor is she 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 Ms.
Mathew and any of the Company’s directors and executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
10.1+ |
Separation Agreement, by and between the Company
and Eric Hyllengren, signed April 21, 2026 |
| |
104 |
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
+ Indicates management contract
or compensatory plan.
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: April 23, 2026 |
By: |
/s/ Kim Davis |
| |
|
Kim Davis |
| |
|
Chief Operating Officer, Chief Legal Officer and Corporate Secretary |
