aibioZura Bio swaps shares for pre-funded warrants with Venrock affiliates and AI Biotechnology
Tickers ZURA
Shareholders will surrender 3.5 million and 3.0 million Class A ordinary shares for no consideration and receive pre-funded warrants with a $0.001 exercise price.
Key facts
- Company
- Zura Bio Limited (NASDAQ: ZURA)
- News type
- Financings
- Primary source
- Zura Bio Ltd Form 8-K filed April 17, 2025 (SEC EDGAR)
Zura Bio Limited (Nasdaq: ZURA) agreed with two groups of shareholders to cancel Class A ordinary shares they own and to issue them pre-funded warrants for the same number of shares. The company signed the agreements with affiliates of Venrock Healthcare Capital Partners on April 16, 2025 and with AI Biotechnology, LLC on April 17, 2025, and disclosed them in a Form 8-K filed April 17, 2025. The shareholders give up the shares for no consideration.
What the filing says
Venrock and AI Biotechnology will surrender an aggregate of 3.5 million and 3.0 million Class A ordinary shares, respectively. Zura cancels and retires the shares as soon as they are surrendered. In return, the company will issue warrants to buy an aggregate of 3.5 million shares to Venrock and 3.0 million shares to AI Biotechnology. A pre-funded warrant is a warrant to buy shares at a nominal exercise price. These warrants carry an exercise price of $0.001 per share and no expiration date, and they can be exercised immediately. The swap brings Zura no cash.
The filing says the warrants have substantially identical terms to a form of warrant filed with a Form 8-K on April 22, 2024. A holder, together with its affiliates, may not exercise a warrant to the extent it would then own more than 9.99% of the company's outstanding common shares. The holder can change that limit to any other percentage not above 9.99% by giving the company 61 days' notice.
Share counts after the swap
Zura expects that, immediately after the surrender and the warrant issuance, it will have 61,874,998 Class A ordinary shares and 30,384,348 pre-funded warrants outstanding.
The Venrock allocation
The Venrock agreement lists three Venrock entities. Venrock Healthcare Capital Partners EG, L.P. surrenders 2,764,729 shares and receives 2,764,729 warrants. Venrock Healthcare Capital Partners III, L.P. surrenders 668,377 shares and receives 668,377 warrants. VHCP Co-Investment Holdings III, LLC surrenders 66,894 shares and receives 66,894 warrants. Sherman Souther signed for each Venrock entity as Authorized Signatory. Verender S. Badial, Chief Financial Officer, signed for Zura.
The AI Biotechnology agreement covers 3,000,000 shares and 3,000,000 warrants. AI Biotechnology LLC is a Delaware limited liability company managed by Access Industries Management, LLC. Executive Vice Presidents Suzette Del Giudice and Peter L. Thoren signed for it.
How the exchange works
Under each agreement, the surrender and the warrant issuance close no later than the close of business on the first day after the agreement date on which The Nasdaq Stock Market is open for trading, unless the parties agree on another date. The shareholders instruct their brokers to move the shares to Continental Stock Transfer & Trust Company, LLC, the transfer agent, and Zura instructs the transfer agent to cancel them. Zura issues the warrants and tells the transfer agent to reserve the underlying shares.
Zura says the warrants will be issued in reliance on the exemption in Section 3(a)(9) of the Securities Act of 1933. In the agreements, the company and the shareholders each represent that no commission or other remuneration was paid for soliciting the surrender or the warrant issuance.
About the company
Zura describes itself in its annual report on Form 10-K, filed March 25, 2025, as a clinical-stage, multi-asset immunology company developing dual-pathway antibodies for autoimmune and inflammatory diseases. It says it is developing one clinical-stage product candidate, tibulizumab, in ongoing Phase 2 trials. TibuSURE, a randomized, placebo-controlled Phase 2 study in about 80 participants with early diffuse cutaneous systemic sclerosis, began in December 2024, with its primary endpoint the modified Rodnan Skin Score and topline data expected in the fourth quarter of 2026. A Phase 2 study in hidradenitis suppurativa is expected to start in the second quarter of 2025. The company says it is still assessing the competitive landscape for its other two antibodies, crebankitug and torudokimab, before choosing indications.
Kim Davis, Chief Operating Officer, Chief Legal Officer and Corporate Secretary, signed the 8-K.