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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 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.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 24, 2026, Zura Bio Limited (the “Company’)
entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, Piper Sandler
& Co. and Cantor Fitzgerald & Co., as representatives of the several underwriters listed therein (collectively, the “Underwriters”),
pursuant to which the Company agreed to issue and sell 18,200,000 Class A ordinary shares (the “Shares”), par
value $0.0001 per share (the “Ordinary Shares”) at a price to the public of $6.25 per share and pre-funded warrants
(the “Pre-Funded Warrants”) to purchase 1,800,000 Ordinary Shares at a price to the public of $6.249 per Pre-Funded
Warrant, which represents the per share public offering price for the Shares less the $0.001 exercise price of each Pre-Funded Warrant
(the “Offering”). The Offering is being made pursuant to an effective shelf registration statement on Form S-3,
as amended (Registration No. 333-281905) and related prospectus and prospectus supplement, in each case filed with the Securities and
Exchange Commission (the “SEC”). All of the Shares and the Pre-Funded Warrants are being sold by the Company.
Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to
an additional 3,000,000 Ordinary Shares at the public offering price, which was exercised in full by the Underwriters on February 25,
2026. The net proceeds from the Offering are expected to be approximately $134.6 million after deducting underwriting discounts and commissions
and estimated offering expenses. The Offering is expected to close on February 26, 2026, subject to customary closing conditions.
The Pre-Funded Warrants will be exercisable
at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with
its affiliates, would beneficially own more than 9.99% of the number of Ordinary Shares outstanding immediately
after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not
in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
The Underwriting Agreement contains customary
representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of
the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the
parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the Underwriting Agreement and the
form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing
descriptions of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their
entirety by reference to such exhibits. A copy of the opinion of Ogier (Cayman) LLP relating to the validity of the sale of the
securities in the Offering is filed herewith as Exhibit 5.1.
| Item 2.02 |
Results of Operations and Financial Condition. |
As of December 31, 2025, the Company had approximately $109.4 million in cash and cash equivalents. This estimate of the Company's cash
and cash equivalents balance is preliminary and subject to completion of its financial closing procedures, including the completion of
management’s reviews, and the audit of the Company's consolidated financial statements. It is possible that the Company may identify
items that require it to make adjustments to the this estimate of the Company's cash and cash equivalents. Accordingly, the unaudited
preliminary cash and cash equivalents balance set forth above reflects a preliminary estimate with respect to such information, based
on information currently available to management, and may vary from the Company's actual financial position as of December 31, 2025 and,
as a result, you should not place undue reliance on this preliminary estimate. Further, this preliminary estimate is not a comprehensive
statement or estimate of our financial results or financial condition as of December 31, 2025.
Following the consummation of the Offering, the total number of the
Company's outstanding Ordinary Shares is 94,875,460, based on 65,018,058 Ordinary Shares outstanding as of September 30, 2025 and after
giving effect to the 8,657,402 Ordinary Shares issued to Athanor Capital pursuant to that certain letter agreement dated December 29,
2025, in each case assuming no exercise of any Pre-Funded Warrants issued in the Offering.
In accordance with General Instruction B.2. of
Form 8-K, the information in this Item 2.02 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 liability of that section, nor shall
it be deemed incorporated by reference in any of the registrant's filings under the Securities Act or the Exchange Act, whether made
before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific
reference in such a filing.
On February 24, 2026, the Company issued a press
release announcing the commencement of the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. On February 25, 2026, the Company issued a press release announcing that it had priced the Offering,
a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Caution Concerning Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements
made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.
Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the
use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. These forward-looking statements include statements about the Offering, such as the expected
net proceeds and anticipated closing date. These forward-looking statements are based on information currently available to the Company
and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current
plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many
factors, including the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or
at all. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results
to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company’s
business are described in additional detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as
supplemented by its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025
and in the Company’s other SEC filings. The Company is under no obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
| 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 |
|
Pricing Press Release, dated February 25, 2026. |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL). |
| * |
The exhibits and schedules
have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to
furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon request. |
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
25, 2026 |
By: |
/s/
Kim Davis |
| |
|
Kim Davis |
| |
|
Chief Operating Officer, Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
Zura Bio Announces Proposed Public Offering
of Class A Ordinary Shares and Pre-Funded Warrants
HENDERSON, NV., February 24, 2026 -- Zura Bio Limited (Nasdaq:
ZURA), 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 that it has commenced an underwritten public offering
of its Class A ordinary shares or, in lieu of Class A ordinary shares to certain investors that so choose, pre-funded warrants to purchase
Class A ordinary shares. In addition, Zura expects to grant the underwriters a 30-day option to purchase additional Class A ordinary shares
in an amount of up to 15% of the aggregate number of shares and shares underlying the pre-funded warrants sold in the offering at the
public offering price, less underwriting discounts and commissions. The proposed offering is subject to market and other conditions,
and there can be no assurance as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed
offering. All of the Class A ordinary shares and pre-funded warrants to be sold in the proposed offering will be sold by Zura.
Leerink Partners, Piper Sandler and Cantor are acting as joint bookrunning
managers for the proposed offering. Wedbush PacGrow is acting as lead manager for the proposed offering.
The Class A ordinary shares and pre-funded warrants are being offered
by Zura pursuant to a shelf registration statement on Form S-3, as amended (Registration No. 333-281905), that was originally filed with
the Securities and Exchange Commission (the “SEC”) on September 3, 2024, and subsequently declared effective by the SEC on
September 17, 2024. The proposed offering will be made only by means of a prospectus supplement and accompanying prospectus that will
form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering
will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement
and the accompanying prospectus, when available, may be obtained from: Leerink Partners LLC, Attention: Syndicate Department, 53 State
Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or via email at syndicate@leerink.com; Piper Sandler
& Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924,
or via email at prospectus@psc.com; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York,
NY 10022, via e-mail at prospectus@cantor.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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.
Forward-Looking Statements
Any statements contained in this press release that do not describe
historical facts may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements may be identified by words and phrases such as “believe,” “designed to,”
“expect,” “may,” “plan,” “potential,” “will” and similar expressions, and
are based on Zura’s current beliefs and expectations. These forward-looking statements include statements regarding the proposed
public offering and Zura’s intention to grant the underwriters an option to purchase additional shares. These statements involve
risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties
that may cause actual results to differ materially include uncertainties related to market conditions, the demand for Zura’s securities,
the completion of the public offering on the anticipated terms or at all, and such other risks and uncertainties that are described in
Zura’s Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by its Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, and other filings with the Securities
and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and are based on information available
to Zura as of the date of this release, and Zura assumes no obligation to, and does not intend to, update any forward-looking statements,
whether as a result of new information, future events or otherwise.
Contacts:
Megan K. Weinshank
Head of Corporate Affairs
ir@zurabio.com
Exhibit 99.2
Zura Bio Announces Pricing of $125 Million Public
Offering of Class A Ordinary Shares and Pre-Funded Warrants
HENDERSON, NV., February 25, 2026 -- Zura Bio Limited (Nasdaq:
ZURA), 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 pricing of its previously announced underwritten
public offering of 18,200,000 Class A ordinary shares at a price to the public of $6.25 per share and, in lieu of Class A ordinary shares
to certain investors that so choose, pre-funded warrants to purchase 1,800,000 Class A ordinary shares at a price to the public of $6.249
per pre-funded warrant, which equals the public offering price per Class A ordinary share, less the $0.001 exercise price of each pre-funded
warrant. In addition, Zura has granted the underwriters a 30-day option to purchase up to an additional 3,000,000 Class A ordinary shares
at the public offering price, less underwriting discounts and commissions. All of the Class A ordinary shares and pre-funded warrants
are to be sold by Zura.
The gross proceeds to Zura from the offering are expected to be $125
million, before deducting underwriting discounts and commissions and other offering expenses payable by Zura. The offering is expected
to close on February 26, 2026, subject to the satisfaction of customary closing conditions.
Leerink Partners, Piper Sandler and Cantor are acting as joint bookrunning
managers for the proposed offering. Wedbush PacGrow is acting as lead manager for the proposed offering.
The Class A ordinary shares and pre-funded warrants are being offered
by Zura pursuant to a shelf registration statement on Form S-3, as amended (Registration No. 333-281905) that was originally filed with
the Securities and Exchange Commission (the “SEC”) on September 3, 2024 and subsequently declared effective by the SEC on
September 17, 2024. The offering is being made only by means of a prospectus supplement and accompanying prospectus that will form a part
of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed
with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will
be filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may be obtained
from: Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525,
ext. 6105, or via email at syndicate@leerink.com; Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite
1000, Minneapolis, MN 55401, by telephone at (800) 747-3924, or via email at prospectus@psc.com; or Cantor Fitzgerald & Co., Attention:
Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, via e-mail at prospectus@cantor.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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.
Forward-Looking Statements
Any statements contained in this press release that do not describe
historical facts may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements may be identified by words and phrases such as “believe,” “designed to,”
“expect,” “may,” “plan,” “potential,” “will” and similar expressions, and
are based on Zura’s current beliefs and expectations. These forward-looking statements include statements regarding the expected
gross proceeds from the offering and the closing date of the offering. These statements involve risks and uncertainties that could cause
actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to
differ materially include uncertainties related to market conditions, the satisfaction of customary closing conditions related to the
public offering, and such other risks and uncertainties that are described in Zura’s Annual Report on Form 10-K for the year ended December
31, 2024, as supplemented by its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September
30, 2025, and other filings with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this
press release and are based on information available to Zura as of the date of this release, and Zura assumes no obligation to, and does
not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Megan K. Weinshank
Head of Corporate Affairs
ir@zurabio.com
