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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 14, 2023 (April 14, 2023)

 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.)

 

4225 Executive Square, Suite 600

La Jolla, CA 92037

(Address of principal executive offices, including zip code)

 

(858) 247-0520

(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 communications pursuant to Rule 425 under the Securities Act

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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   ZURA   The Nasdaq Stock Market
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share   ZURAW   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 7.01. Regulation FD Disclosure

 

On April 14, 2023, Zura Bio Limited issued the press release attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in this Item 7.01 is intended to be furnished and 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
  Description
99.1   Press Release dated April 14, 2023
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.

 

Date: April 14, 2023

 

  ZURA BIO LIMITED
     
  By: /s/ Someit Sidhu
  Someit Sidhu
  Chief Executive Officer

 

 

Exhibit 99.1

 

 

  

Zura Bio Announces Appointment of Chief Scientific Officer

 

April 14, 2023 9:00 AM EDT

 

SAN DIEGO--(BUSINESS WIRE)--Apr. 14, 2023-- Zura Bio Limited (Nasdaq: “ZURA”) (“Zura Bio”), a multi-asset clinical-stage biotechnology company focused on developing novel medicines for immune and inflammatory disorders, today announced the appointment of Michael D. Howell, Ph.D., to the role of Chief Scientific Officer and Head of Translational Science. Dr. Howell brings more than two decades of experience leading discovery, translational research, and early clinical programs and will lead the scientific strategy and translational science efforts at Zura Bio.

 

“I am thrilled to have Michael Howell join our team as our Chief Scientific Officer and Head of Translational Science,” said Someit Sidhu, M.D., CEO of Zura Bio. “He brings over 20 years of significant experience in the pharmaceutical industry. He is an experienced industry leader with a proven track record of success, and I am confident that his expertise and vision will be key to advancing our science, partnerships, and clinical development pipeline. He will be a great addition to the executive management team of the Company.”

 

Dr. Howell initially joined Zura Bio in 2022 as a scientific advisor during the company’s formation and acquisition of its first two clinical programs. Dr. Howell is a founding member of Galileo Biosystems Inc, a scientific advisor at Ornovi, Inc., and founder of Mountaineer Biosciences, Inc. He formerly served as the Chief Scientific Officer of DermTech, Inc. Previously, he held scientific leadership positions at Incyte Corporation, MedImmune, LLC /Astra Zeneca, the Immune Tolerance Network, and Boehringer Ingelheim GmbH. Before transitioning to the pharmaceutical industry, Dr. Howell served as a faculty member in the Division of Allergy and Immunology at National Jewish Health. Throughout his career, Dr. Howell has led clinical and basic scientific research efforts dedicated to the discovery of novel therapies and the integration of precision and personalized medicine approaches into clinical development. His efforts are highlighted by the identification of new therapeutic targets and the advancement of more than eight novel clinical therapies. Additionally, his research has been discussed at national and international meetings, published in more than 60 peer-reviewed journals, and referenced in patents outlining therapeutic interventions and biomarker strategies for personalized medicine. Dr. Howell received his PhD in Immunology from the West Virginia University School of Medicine with postdoctoral training at National Jewish Health, and his BS in biology from Messiah University.

 

“Zura Bio is focused on the development of therapies in challenging immunological conditions by deeply interrogating the therapeutic mechanism of action and pairing that with those patients with greatest need. This represents a unique opportunity for us to bring life-changing therapies to patients,” said Dr. Howell, who will join the Zura Bio leadership team. “I am honored to join this team and work closely with them so we can bring these much-needed medicines to patients.”

 

About Zura Bio

 

Zura Bio is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168 and torudokimab. ZB-168 is an anti IL7R α inhibitor that has the potential to impact diseases driven by IL7 and TSLP biological pathways. Zura Bio aims to develop a portfolio of therapeutic indications for ZB-168 which build on existing Phase 1b data in Type 1 Diabetes demonstrating a favorable safety profile and strong biological rationale. Torudokimab is a fully human, high affinity monoclonal antibody that neutralizes IL33 and is currently at the Phase 2 clinical development stage.

 

 

 

 

Forward Looking Statements Disclaimer

 

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,” “seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, Zura Bio’s expectations with respect to anticipated financial impacts of the March 20, 2023 closing of the business combination between Zura Bio and JATT Acquisition Corp (the “Business Combination”). You should carefully consider the risks and uncertainties described in the “Risk Factors” sections of Zura Bio’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks and uncertainties described in the Registration Statement on Form S-4, as amended (the “Registration Statement”). These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Many of these factors are outside Zura Bio’s control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this communication, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against Zura Bio following the Business Combination; (2) volatility in the price of Zura Bio’s securities; (3) the inability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Zura Bio to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (4) costs related to the Business Combination, subsequent financing transactions and the ongoing costs relating to operating as a public company; (5) changes in the applicable laws or regulations; (6) the possibility that Zura Bio may be adversely affected by other economic, business, and/or competitive factors; (7) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Zura Bio operates; (8) the impact of the global COVID-19 pandemic; (9) the potential inability of Zura Bio to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (10) the enforceability of Zura Bio’s intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (11) other risks and uncertainties described in the Registration Statement, as amended, and such other documents filed by Zura Bio from time to time with the SEC. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. Zura Bio cautions that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Zura Bio gives no assurance that it will achieve its expectations. Zura Bio does not undertake or accept any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20230414005093/en/

 

Corporate Contact:

 

Kim Davis

Chief Legal Officer

Email: info@zurabio.com

Website: www.zurabio.com

 

Source: Zura Bio Limited