aibioZura Bio to issue 8,657,402 shares and pay $7,325,000 to Athanor Capital, ends Stone Peach deals
Tickers ZURA
Zura Bio will issue 8,657,402 Class A shares to Athanor Capital and pay it a $7,325,000 upfront fee within 30 days, ending its Stone Peach and BAFFX17 arrangements. An internal audit subcommittee review found no issue that affected previously filed financial statements, and the Athanor deal adds a $25,000,000 milestone payment.
Key facts
- Company
- Zura Bio Limited (NASDAQ: ZURA)
- News type
- Financings
- Primary source
- Zura Bio Ltd Form 8-K filed January 2, 2026 (SEC EDGAR)
Zura Bio Limited (Nasdaq: ZURA) agreed on December 29, 2025 to issue 8,657,402 Class A ordinary shares to Athanor Capital and to pay it $7,325,000 within thirty days. The package ended its earlier arrangements with Stone Peach Properties LLC and BAFFX17. The company described the deals in a Form 8-K filed January 2, 2026. The company says the new terms are more commercially advantageous than the agreements they replaced. The 8-K reports the share issuance under Item 3.02, relying on an exemption from registration.
The filing names no underwriter, placement agent or financial advisor for the share issuance. The shares are consideration in a settlement-style restructuring, not a money raise.
The Athanor agreement
Athanor, a Cayman Islands company, acquired the rights that Stone Peach held under two letter agreements with Zura Bio and its subsidiaries, Z33 Bio Inc. and ZB17 LLC. Those letter agreements were terminated. The call and put rights tied to Z33's series seed preferred shares were extinguished. So were Athanor's right to buy 4.99% of the fully diluted equity of ZB17 and Zura Bio's annual payment obligation to Athanor.
Athanor also gets piggyback registration rights, letting it include its shares in certain registered offerings or in a registration statement the company proposes to file. The 8-K says the company will pay a one-time milestone of $25,000,000 after the earliest of three events: a change of control of Zura Bio or ZB17, a sale of assets with net proceeds above $500,000,000, or the first regulatory approval for an indication. It also owes Athanor 2% of net sales of the product, to the extent those sales are subject to a royalty under ZB17's license with Eli Lilly and Company dated April 26, 2023.
The Stone Peach and BAFFX17 settlements
Under a Settlement and Release Agreement with Stone Peach, Baljit Lehal and Kanwarjeet "Shawn" Tucker, the parties agreed that several agreements are terminated and void. Those include the Z33 Founder Issuance Agreement dated December 8, 2022 and a Series Seed Preferred Stock Investment Agreement of the same date. Stone Peach and its principals gave the company a general release of claims under those agreements. The settlement records that Stone Peach contends its agreements were legitimate and enforceable, while the parties agree nothing in it supports that conclusion. Each Stone Peach party says it holds no Zura Bio equity other than 2,701,543 Class A ordinary shares.
A separate Settlement and Release Agreement with BAFFX17, Asim Mohammed and Lahmber Singh terminates a letter agreement dated April 25, 2023, amended December 18, 2023, and includes a general release of the company. The 8-K does not describe any payment under either settlement.
An internal review and its limits
The audit committee formed an Audit Subcommittee of disinterested, independent directors. Its task was to examine the company's dealings with Stone Peach and BAFFX17. The subcommittee was assisted by independent legal counsel and a third-party due diligence firm, which the 8-K does not name. The subcommittee concluded that replacing the Stone Peach agreements was in the company's best interests, and the full board approved the Athanor agreement and both settlements.
The company says the review found no issue with those dealings that had an impact on its financial results or on previously filed quarterly or annual reports. It also reports no misconduct by current employees. The company plans to add controls, which it does not expect to change its existing controls materially. These are the company's own findings. The 8-K does not publish the review itself.
The business and what comes next
Zura describes its lead asset as tibulizumab, which it says has been studied in three completed Phase 1/1b trials, including in rheumatoid arthritis and Sjogren's syndrome. The company began TibuSURE, a randomized, double-blind, placebo-controlled Phase 2 study in systemic sclerosis, in December 2024.
The 2024 annual report warns that future reports from its independent auditors may contain statements expressing substantial doubt about its ability to continue. The $7,325,000 upfront payment falls due within 30 days of the December 29, 2025 signing