0001410578-24-000655 | 10-Q | XBRL Viewer

Accounts Payable and Accrued Expenses

Share-Based Compensation

Share-based Compensation

On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options; stock appreciation rights (“SARs”), alone or in conjunction with other awards; restricted shares awards (“RSAs”) and restricted share units (“RSUs”); incentive bonuses, which may be paid in cash, shares, or a combination thereof; and other share-based awards. On June 1, 2023, the Company’s board of directors approved an increase to the number of Class A Ordinary Shares that may be issued under the Equity Incentive Plan by an additional 5,564,315 Class A Ordinary Shares. As of March 31, 2024, a maximum of 9,594,213 Class A Ordinary Shares may be issued under the Equity Incentive Plan.

The Class A Ordinary Shares issuable under the Equity Incentive Plan are subject to an annual increase on January 1st of each calendar year beginning on January 1, 2024, and ending on and including January 1, 2029, equal to the lesser of (i) 5.0% of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the board. As of January 1, 2024, the Company’s board of directors decided not to apply an increase to the Class A Ordinary Shares issuable under the Equity Incentive Plan.

On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898, plus an aggregate number of Class A Ordinary Shares that are added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024, and ending on and including January 1, 2029, as discussed above. The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15%. As of March 31, 2024, no shares have been issued under the ESPP.

Equity Incentive Plan

Share Options

The fair value of Equity Incentive Plan share options are estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks significant company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s share options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following weighted-average assumptions were used to estimate the fair value of the 2023 Equity Incentive Plan share options issued during the three months ended March 31, 2024 and 2023:


	Three Months Ended
	March 31,
	2024			2023
Share price	$	3.53		$	8.16
Expected volatility		107.0	%		96.5	%
Risk-free rate		4.10	%		3.58	%
Expected life		6.0 years			6.1 years
Expected dividend yield		—	%		—	%

The following table summarizes the Company’s share option activity for the three months ended March 31, 2024:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise Price		Contractual	Value
	Options	(per share)		Life (Years)	(in thousands)
Options outstanding at December 31, 2023	5,791,065	$	2.12	9.3	$	17,752
Granted	1,519,698		3.98	—		—
Forfeited	(202,575)		1.20	—		—
Options outstanding at March 31, 2024	7,108,188	$	2.55	9.2	$	8,812
Options vested and exercisable at March 31, 2024	1,745,311	$	4.66	9.0	$	786

Included in the table above are 2,280,560 options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the Equity Incentive Plan.

The weighted average grant date fair value of options granted during the three months ended March 31, 2024 and 2023 was $2.91 and $7.65, respectively.

Market-Based Share Options

On March 20, 2023, the Company granted 306,373 options to purchase Class A Ordinary Shares (“Market-Based Share Options”) to a certain Director of the Board. These awards will vest only to the extent that the 20-day volume weighted average trading price (“VWAP”) of the Class A Ordinary Shares is over $30 per Class A Ordinary Share at any time prior to the fifth anniversary of the grant date. These awards have an exercise price of $8.16 and become exercisable when vested and the market condition is satisfied. These awards expire 10 years from the date of grant. The fair value of these Market-Based Share Options were estimated using a Monte Carlo valuation method. The following table sets forth the weighted-average assumptions used at the grant date to determine the fair value of the Company’s Market-Based Share Options granted during the three months ended March 31, 2023. No Market-Based Share Options were granted during the three months ended March 31, 2024:


	For the Three Months
	Ended
	March 31,
	2023
Expected volatility		80.0	%
Risk-free rate		3.6	%
Expected life		2.2 years
Expected dividend yield		—	%
Fair value per Market-Based Share Options	$	4.66

The expense recognized related to Market-Based Share Options during the three months ended March 31, 2024 and 2023 was $0.2 million and $-0-, respectively.

Restricted Share Units

The Company issued RSUs to certain employees, executives, and directors pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the stock on the grant date.


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested RSUs at December 31, 2023	1,563,018	$	5.93
Granted	—		—
Forfeited	(121,545)		5.24
Unvested RSUs at March 31, 2024	1,441,473	$	5.95

The expense recognized related to RSUs during the three months ended March 31, 2024 and 2023 was $0.6 million and immaterial, respectively.

Restricted Share Awards

The Company converted RSU’s granted to a certain director pursuant to the Equity Incentive Plan into RSAs during the year ended December 31, 2023. The fair value was estimated based on the closing price of the shares on the original grant date.


		Weighted
		Average
	Number of	Grant Date
	RSAs	Fair Value
Unvested RSAs at December 31, 2023	499,993	$	8.16
Granted	—		—
Vested	(124,998)		8.16
Unvested RSAs at March 31, 2024	374,995	$	8.16

The expense recognized related to RSAs during the three months ended March 31, 2024 and 2023 was $0.3 million and $-0-, respectively.

Equity Award Modification

On January 10, 2024, the Company and its Chief Medical Officer (the “CMO”) entered into an agreement regarding the CMO’s departure from the Company (the “Severance Agreement”). In connection with the Severance Agreement, 67,525 of the share options previously granted to the CMO became fully vested and exercisable and 40,515 of the RSUs previously granted to the CMO became fully vested. All remaining share options and RSUs not vested were forfeited and cancelled. During the three months ended March 31, 2024, the Company recognized a reversal of approximately $0.1 million of share-based compensation expense related to this modification.

Share-based Compensation Expense

Share-based compensation expense for all equity arrangements for the three months ended March 31, 2024, and 2023, was as follows:


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2024		2023
Research and development	$	433	$	2,186
General and administrative		1,976		180
Total share-based compensation expense	$	2,409	$	2,366

As of March 31, 2024, there was approximately $20.5 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors that is expected to be recognized over a weighted average period of 3.1 years. As of March 31, 2024, there was approximately $6.6 million of total unrecognized share-based compensation expense related to RSUs granted to certain employees, executives, and directors under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.2 years. As of March 31, 2024, there was approximately $3.0 million of total unrecognized share-based compensation expense related to RSAs granted to a certain director under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.0 years.

Warrants (Details) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
Warrants (Details) $ / shares in Units, $ in Millions	Apr. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2024 D $ / shares shares
Warrants
Number of warrants exercised or redeemed \| shares		0
Public Warrants expiration term		5 years
Public warrants
Warrants
Warrants exercisable term from the completion of business combination		30 days
Public Warrants expiration term		5 years
Number of Class A ordinary shares upon exercise of each warrant \| shares		1
Exercise price of warrants \| $ / shares		$ 11.50
Minimum threshold written notice period for redemption of public warrants		30 days
Fair value per share \| $ / shares		$ 0.01
Stock price trigger for redemption of public warrants \| $ / shares		18.00
Redemption price per public warrant (in dollars per share) \| $ / shares		$ 11.50
Threshold trading days for redemption of public warrants		20 days
Threshold number of business days before sending notice of redemption to warrant holders \| D		30
Public warrants \| JATT
Warrants
Warrants outstanding \| shares		6,899,996
Private placement warrants
Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination		30 days
Private placement warrants \| JATT
Warrants
Warrants outstanding \| shares		5,910,000
Private Placement \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement
Warrants
Number of Class A ordinary shares upon exercise of each warrant \| shares	1
Exercise price of warrants \| $ / shares	$ 0.001
Sale price per warrant \| $ / shares	$ 4.249
Aggregate purchase price \| $	$ 16.1
Private Placement \| Class A Ordinary shares \| Pre-Funded Warrants \| Subscription Agreement \| Maximum
Warrants
Number of warrants issued to purchase shares \| shares	3,782,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss before redeemable noncontrolling interest	$ (7,747)	$ (9,795)
Adjustments to reconcile net loss to net cash used in operating activities:
Anti-dilution share issuance compensation		2,186
Share-based compensation	2,409	180
Change in fair value of share-based payment liability		1,854
Change in fair value of note payable		2,244
Change in fair value of private placement warrants	606	(177)
Foreign exchange transaction (gain)/loss	(23)	9
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	380	(213)
Accounts payable and accrued expenses	(607)	455
Net cash used in operating activities	(4,982)	(3,257)
Cash flows from investing activities
Purchase of property and equipment	(7)
Purchase of research and development license	(5,000)
Net cash used in investing activities	(5,007)
Cash flows from financing activities
Settlement of note payable		(10,000)
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination		56,683
Payment of deferred transaction costs		(1,030)
Net cash provided by financing activities		45,653
Net (decrease)/increase in cash and cash equivalents	(9,989)	42,396
Cash and cash equivalents, beginning of period	99,806	1,567
Cash and cash equivalents, end of period	89,817	43,963
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares		14,686
Adjustment of redeemable noncontrolling interest from redemption value to carrying value	7,017
Purchase of property and equipment included in accounts payable and accrued expenses	$ 2
Assumption of public and private placement warrants in connection with Business Combination		3,715
Reclassification of public warrant liability to equity		2,001
Settlement of research and development license consideration liability		4,488
Transaction costs included in accounts payable and accrued expenses		154
Reclassification of deferred offering costs to additional paid-in capital		$ 4,015

Subsequent Events (Details) - Subsequent Events $ / shares in Units, $ in Millions	Apr. 18, 2024 USD ($) $ / shares shares
April 2024 Investor Agreements \| Private Placement
Subsequent Events
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs \| $	$ 108.3
Exercise price of warrants	$ 0.001
April 2024 Investor Agreements \| Class A Ordinary Shares \| Private Placement
Subsequent Events
Number of warrants issued \| shares	18,732,301
Price per share	$ 0.0001
Warrants Issued \| shares	16,102,348
Price per warrant	$ 3.108
April 2024 Investor Agreements \| Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Subsequent Events
Price per warrant	$ 3.107
April 2024 Investor Agreements \| Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares \| Private Placement
Subsequent Events
Number of warrants issued \| shares	18,732,301
April 2024 Private Placement \| Private Placement
Subsequent Events
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs \| $	$ 4.2
April 2024 Private Placement \| Private Placement \| Officers, Director And Affiliates
Subsequent Events
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs \| $	$ 112.5
April 2024 Private Placement \| Class A Ordinary Shares \| Private Placement \| Officers, Director And Affiliates
Subsequent Events
Number of warrants issued \| shares	1,357,827
Price per share	$ 0.0001
Price per warrant	$ 3.13

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of accounts payable and accrued expenses


	March 31, 2024		December 31, 2023
Accrued 2023 Lilly License costs	$	5,000	$	10,000
Accrued research and development costs		7,246		6,091
Accounts payable		1,485		2,749
Accrued bonus		390		1,201
Other accrued expenses		553		261
Total accounts payable and accrued expenses	$	14,674	$	20,302

Fair Value Measurements - Private Placement Warrants (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 990
Change in fair value	606
Ending balance	1,596
Gain from the change in fair value of the private placement warrants	606	$ (177)
Private placement warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain from the change in fair value of the private placement warrants	$ 600	$ 200

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Schedule of potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive


	March 31,	March 31,
	2024	2023
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	12,809,996
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	7,108,188	1,941,933
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	—
Restricted Share Units	1,421,473	499,993
Restricted Share Awards	374,995	—
Total	23,714,652	15,251,922

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Significant Accounting Policies

Use of Estimates

Risks and Uncertainties

Property and Equipment

Net Loss Per Share

The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive:


	March 31,	March 31,
	2024	2023
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares	12,809,996	12,809,996
Shares issuable upon exercise of options to purchase Class A Ordinary Shares	7,108,188	1,941,933
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right	2,000,000	—
Restricted Share Units	1,421,473	499,993
Restricted Share Awards	374,995	—
Total	23,714,652	15,251,922

Recent Accounting Pronouncements

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies.

Commitments and Contingencies

Litigation

The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Shareholders' Equity

Schedule of shares reserved for issuance


		March 31, 2024
Shares issuable upon exercise of options to purchase Class A Ordinary Shares		7,108,188
Restricted Share Units		1,442,473
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares		16,591,996
Shares issuable upon exercise of Z33 Put Right		2,000,000
Shares available for grant under Equity Incentive Plan		2,824,119
Shares available for grant under ESPP		4,029,898
Total shares reserved for issuance		33,996,674

License Agreements

3 Months Ended

Mar. 31, 2024

License Agreements

License Agreements

License Agreements

Pfizer

On March 22, 2022, the Company entered into a license agreement and a Series A-1 Subscription and Shareholder’s Agreement (collectively, the “Pfizer Agreement”) with Pfizer. The Company is obligated to make 11 future development and regulatory milestone payments aggregating up to $70.0 million and sales milestone payments up to an aggregate of $525.0 million based on respective thresholds of net sales of products (developed from the licensed compound) (the “Products”). The Company will also pay an annual earned royalty at a marginal royalty rate in the mid-single digits to low double digits (less than 20%), based on thresholds of net sales of Products. Royalties are payable on a country-by-country basis for a certain period of years or upon the later expiration of regulatory exclusivity of the Company’s Products in a country.

The Company is also subject to a potential multi-million dollar transaction payment if, within a certain period the Company has (a) certain changes in control, excluding an initial public offering or any business combination where the securities of the Company are listed on a stock exchange (e.g., a transaction with a special purpose acquisition company), or (b) the Company sublicenses or divests of its rights to the Products.

The Company recognized the first $1.0 million development milestone as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. This amount due is included in accounts payable and accrued expenses on the condensed consolidated balance sheet as of March 31, 2024. The Company does not owe any other amounts under the Pfizer Agreement as of March 31, 2024.

Lonza

In July 2022, the Company entered into a license agreement (the “Lonza License”) with Lonza Sales AG (“Lonza”) for a worldwide non-exclusive license for Lonza’s gene expression system in exchange for varying considerations depending on a number of factors such as whether the Company enters further into manufacturing agreements with Lonza or with a third party, and whether the Company enters into sublicense agreements with third parties (including up to middle six-figure annual payments per sublicense upon commencement of a sublicense, as well as royalties of up to low-single digit percentages of net sales of certain products over a commercially standard double-digit multi-year term). The Lonza License will remain in effect until terminated. The Company is free to terminate the Lonza License at any time upon 60 days’ notice, with or without cause. Lonza may terminate the Lonza License for cause upon a breach by the Company or for other commercially standard reasons.

During October 2023, the Company began drug substance manufacturing with a third party. As a result of manufacturing with a third party other than Lonza, under the terms of the Lonza License the first annual milestone payment of $0.4 million became due and was paid during the three months ended March 31, 2024.

2022 Lilly License

On December 8, 2022, the Company’s consolidated subsidiary, Z33 Bio Inc. (“Z33”), entered into a license agreement (the “2022 Lilly License”) with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing global license to develop, manufacture, and commercialize certain intellectual property owned by Lilly relating to its IL-33 compound.

As a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which is included in the measurement of the cost of the acquired asset. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement (the “Call Option”). Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724 (the “Put Option”). Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50% of the Z33 Series Seed Preferred Shares previously issued to Stone Peach. The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares. In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company’s obligation to exercise its Call Option, and instead reverting the Company’s rights and obligations under the Call Option back to that of the original agreement. Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the “Put Right”). Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

The Company is obligated to pay $3.0 million to Lilly under the 2022 Lilly License upon the completion of a financing by the Company with gross proceeds exceeding $100 million. The Company is further obligated to make 10 commercial, development and regulatory milestone payments up to an aggregate of $155.0 million and sales milestone payments up to an aggregate of $440.0 million based on respective thresholds of net sales of products developed from the licensed compound. The Company will also pay an annual earned royalty to Lilly at a marginal royalty rate between in the mid-single to low-double digits (less than 20%), with increasing rates based on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year. The Company will account for these contingent payments when they become due. As of March 31, 2024, none of the contingent payments were due.

2023 Lilly License

On April 26, 2023, the Company’s newly-formed subsidiary ZB17 LLC (“ZB17”) entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License, the “Lilly Licenses”) with Lilly, for an exclusive license to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”). ZB17 made a payment of $5.0 million to Lilly during the three months ended March 31, 2024 in connection with the receipt of certain know-how, data, information and materials that Lilly was required to provide under the license agreement.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted to Stone Peach the right, but not the obligation, to purchase 4.99% of the fully diluted equity of ZB17 for $1.0 million (the “Stone Peach Call Right”). The Stone Peach Call Right is not exercisable until after the last patient is dosed in any single next clinical trial with ZB-106 and expires one year from the date of first indication approval for ZB-106 by the FDA or the European Medicines Agency (“EMA”). The Stone Peach Call Right represents

noncontrolling interest in the Company’s subsidiary, ZB17. As of March 31, 2024, and December 31, 2023, the noncontrolling interest balance was $1.5 million.

As additional consideration, Stone Peach receives annual payments first of $0.6 million, and increasing by 10% annually, so long as the Company maintains its license for ZB-106 on May 1^st of each year. The Company will account for these annual payments as they become due.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either: (i) a change of control transaction, (ii) the closing of an issuance of equity or equity-linked securities by the Company of at least $100.0 million, (iii) the consummation of a sale of assets resulting in net proceeds in excess of $100.0 million, or (iv) the Company’s fully diluted shares outstanding exceed 52,500,000 shares (on a split adjusted basis). As the Company’s fully diluted shares outstanding exceeded 52,500,000 shares prior to December 31, 2023, the $5.0 million fee was recorded in accounts payable and accrued expenses in the condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023.

The Company is obligated to make 4 development milestone payments to Lilly up to an aggregate of $155.0 million, and sales milestone payments up to an aggregate of $440 million based on respective thresholds of net sales. The Company is also obligated to pay Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years. The Company is also obligated to pay BAFFX17 a fee equal to 3% of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License and the 2023 Lilly License with Lilly. Upon receiving written approval from the FDA, EMA, or similar regulatory authority of the Investigational New Drug (“IND”) and commencement and the commencement of a clinical trial in the applicable jurisdiction for ZB-106, Stone Peach will also receive a one-time payment of $4.5 million. Stone Peach will also receive a one-time milestone payment of $25 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction. Furthermore, Stone Peach was granted a royalty of 2% of the aggregate net sales of any products developed from the licensed compound. The Company will account for these contingent payments when they become due. As of March 31, 2024, none of the contingent payments were due.

WuXi Biologics License

In July 2023, the Company entered into a cell line license agreement (the “Cell Line License Agreement”) with WuXi Biologics and its Affiliates (“WuXi Biologics”) for certain of WuXi Biologics' know - how, cell line, and biological materials (the “WuXi Biologics Licensed Technology”) to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”). If the Company manufactures all of its commercial supplies of bulk drug product for WuXi Biologics Licensed Products with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the “Royalty”). If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis. The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon three months’ prior written notice and its payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 30 days after written notice, or (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure.

Share-Based Compensation - Equity Award Modification (Details) - Severance agreement - USD ($) $ in Millions		3 Months Ended
	Jan. 10, 2024	Mar. 31, 2024
Share-Based Compensation
Share based payment award, options, vested, number of shares	67,525
Share based payment award, equity instruments other than options, vested in period	40,515
Share based payment arrangement, expense reversal		$ 0.1

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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Schedule of number of warrants outstanding, exercise price, and expiration dates

Warrants - Number of warrants outstanding, exercise price, and expiration dates (Details) - Pre-Funded Warrants	Mar. 31, 2024 $ / shares shares
Warrant issued 6,899,996 exercise price 11.50
Warrants
Warrants Issued \| shares	6,899,996
Exercise Price \| $ / shares	$ 11.50
Warrant issued 5,910,000 exercise price 11.50
Warrants
Warrants Issued \| shares	5,910,000
Exercise Price \| $ / shares	$ 11.50
Warrant issued 3,782,000 exercise price 0.001
Warrants
Warrants Issued \| shares	3,782,000
Exercise Price \| $ / shares	$ 0.001

Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended
	Nov. 30, 2023	Apr. 30, 2023	Mar. 31, 2024	Dec. 31, 2023
Redeemable Noncontrolling Interest [Line Items]
Redeemable noncontrolling interest			$ 11,663	$ 18,680
Stone Peach Properties, LLC \| Call Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Settlement term		6 months
Stone Peach Properties, LLC \| Series Seed Preferred Shares
Redeemable Noncontrolling Interest [Line Items]
Maximum percentage of shares that can be purchased in a put right	50.00%
Number of shares to be purchased in put right	2,000,000
Stone Peach Properties, LLC \| Series Seed Preferred Shares \| Put Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Purchase price per share			$ 2.040724
Stone Peach Properties, LLC \| Series Seed Preferred Shares \| Call Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Maximum percentage of shares that can be purchased in an option			50.00%
Stone Peach Properties, LLC \| Stone Peach Properties, LLC \| Series Seed Preferred Shares \| Call Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Purchase price per share			$ 2.448869
Term of call option			2 years
Percentage of shares agreed to purchase upon settlement of call option		50.00%
Number of shares agreed to issue for settlement		2,000,000
Stone Peach Properties, LLC \| Stone Peach Properties, LLC \| Series Seed Preferred Shares \| Put Option [Member]
Redeemable Noncontrolling Interest [Line Items]
Maximum percentage of shares that can be purchased in an option			50.00%
Z33 \| Series Seed Preferred Shares
Redeemable Noncontrolling Interest [Line Items]
Deemed contribution from the redeemable noncontrolling interest	$ 9,200
Z33 \| Stone Peach Properties, LLC \| Series Seed Preferred Shares
Redeemable Noncontrolling Interest [Line Items]
Issuance of shares (in shares)			4,900,222
Deemed dividend to the redeemable noncontrolling interest		$ 10,900

Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value Measurements
Aggregate fair value of the shares issued		$ 4,488
Summary of changes in the estimated fair value
Beginning balance	$ 990
Remeasurement of the Note to settlement value upon the Closing of the Business Combination	606
Ending balance	$ 1,596
Loss on the remeasurement of the research and development license consideration liability		$ 1,900
Research and development license consideration
Fair Value Measurements
Number of Class A ordinary shares agreed to issue upon the closing of the business combination	550,000
Aggregate fair value of the shares issued	$ 4,500
Fair value per issued share	$ 8.16
Research and development license consideration \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Fair Value Measurements
Issuance of Z33 series seed preferred shares if the business combination was not consummated	4,702,867

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Warrants

The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of March 31, 2024:


Warrants Issued	Exercise Price		Expiration Date
6,899,996	$	11.50	March 2028
5,910,000	$	11.50	March 2028
3,782,000	$	0.001	N/A

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Schedule of financial assets and liabilities measured at fair value on a recurring basis


	March 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	87,527	$	—	$	—	$	87,527
Financial liabilities:
Private placement warrants	$	—	$	1,596	$	—	$	1,596


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	97,913	$	—	$	—	$	97,913
Financial liabilities:
Private placement warrants	$	—	$	990	$	—	$	990

Schedule of changes in the estimated fair value


	For the Three
	Months Ended
	March 31, 2024
Balance at December 31, 2023	$	990
Change in fair value		606
Balance at March 31, 2024	$	1,596

Shareholders' Equity

3 Months Ended

Mar. 31, 2024

Shareholders' Equity

Shareholders' Equity

Shareholders’ Equity

Business Combination

Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement.

On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Class A Ordinary Share of Legacy Zura, par value $0.001 per share, Series A-1 convertible preferred share, outstanding option (whether vested or unvested), and restricted share unit (whether vested or unvested) were canceled and converted into a comparable number of awards that

consisted of either the rights to receive or acquire the Company’s Class A Ordinary Shares, par value $0.0001 per share, as determined by the exchange ratio pursuant to the Business Combination Agreement. The exchange ratio is approximately 108.083.

On March 16, 2023, in connection with the closing of the Business Combination and effective upon the Closing Date, the Company authorized 300,000,000 Class A Ordinary Shares, par value of $0.0001 and 1,000,000 preferred shares, par value of $0.0001.

Ordinary Shares Reserved for Issuance

A summary of shares reserved for issuance as of March 31, 2024 is summarized below:


		March 31, 2024
Shares issuable upon exercise of options to purchase Class A Ordinary Shares		7,108,188
Restricted Share Units		1,442,473
Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares		16,591,996
Shares issuable upon exercise of Z33 Put Right		2,000,000
Shares available for grant under Equity Incentive Plan		2,824,119
Shares available for grant under ESPP		4,029,898
Total shares reserved for issuance		33,996,674

Share-Based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Weighted Average Grant Date Fair Value
Expense recognized	$ 2,409	$ 2,366
Restricted Share Units
Number of RSUs
Beginning balance	1,563,018
Vested	(121,545)
Ending balance	1,441,473
Weighted Average Grant Date Fair Value
Beginning balance	$ 5.93
Vested	5.24
Ending balance	$ 5.95
Expense recognized	$ 600

License Agreements - 2022 Lilly License (Details) - USD ($)			1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 24, 2023	Dec. 08, 2022	Nov. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
License Agreements
Aggregate fair value of the shares issued					$ 4,488,000
Stone Peach Properties, LLC \| Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
License Agreements
Number of shares transferred		4,900,222
Right but not the obligation for purchase of issued shares, maximum percentage		50.00%
Purchase price per share		$ 2.448869
Threshold period from the date of agreement for purchase of issued shares		2 years		6 months
Right but not the obligation to sell the issued shares, maximum percentage			50.00%
Selling price per share		$ 2.040724
Stone Peach Properties, LLC \| Class A Ordinary shares
License Agreements
Number of Shares Issued on Exercise of Call Option	2,000,000
Number of shares in exchange for exercise of put Right.			2,000,000
License agreement with Lilly
License Agreements
Amount of cash transferred		$ 33,000,000
Number of Class A ordinary shares agreed to issue upon the closing of the business combination						33
Issuance of ordinary shares to settle research and development license consideration liability						33
Amount of obligation to pay upon the completion of financing		3,000,000.0
Minimum gross proceeds from financing for obligation to pay		$ 100,000,000
Maximum amount of development and regulatory milestone payments							$ 155,000,000.0
Maximum amount of sales milestone payments							$ 440,000,000.0
Maximum annual earned royalty at a marginal royalty rate		20.00%
Contingent payments due				$ 0
License agreement with Lilly \| Stone Peach Properties, LLC
License Agreements
Contingent payments due				$ 0

Organization and Description of Business

3 Months Ended

Mar. 31, 2024

Organization and Description of Business

Organization and Description of Business

Organization and Description of Business

Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”), as well as torudokimab (ZB-880), a high affinity monoclonal antibody, and tibulizumab (ZB-106), a bispecific antibody relating to IL-17 and BAFF, which it has licensed from Eli Lilly and Company (“Lilly”). The Company’s accounting predecessor, Zura Bio Limited (herein referred to as “Legacy Zura”), was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”).

Business Combination

On March 20, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd. (“Holdco”), and Legacy Zura. Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Legacy Zura and became a party to the Business Combination Agreement; and (b) on the Closing, in sequential order: (i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT; (ii) immediately following the Merger, Holdco merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT; and (iii) JATT changed its name to “Zura Bio Limited”.

The Business Combination has been accounted for as a reverse recapitalization, with Legacy Zura being the accounting acquirer and JATT as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represent the accounts of Legacy Zura. The shares and net loss per share attributable to ordinary shareholders of Legacy Zura prior to the Closing Date have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement.

Prior to the Business Combination, JATT’s public shares, public warrants, and public units were listed on the New York Stock Exchange (“NYSE”) under the symbols “JATT,” “JATT.WS,” and “JATT.U,” respectively. On March 20, 2023, the Company’s Class A ordinary shares (“Class A Ordinary Shares”) and public warrants began trading on the Nasdaq under the symbols “ZURA” and “ZURAW,” respectively.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. The Company expects to no longer be an emerging growth company effective December 31, 2026.

Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2024

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses is comprised of the following as of March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
Accrued 2023 Lilly License costs	$	5,000	$	10,000
Accrued research and development costs		7,246		6,091
Accounts payable		1,485		2,749
Accrued bonus		390		1,201
Other accrued expenses		553		261
Total accounts payable and accrued expenses	$	14,674	$	20,302

(1)	Comparative figures have been reclassified to conform with current period presentation.

Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit)
Transaction costs	$ 4.0

Summary of Significant Accounting Policies - Net loss per share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Summary of Significant Accounting Policies
Restricted share units	23,714,652	15,251,922
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Summary of Significant Accounting Policies
Restricted share units	12,809,996	12,809,996
Shares issuable upon exercise of options to purchase Class A Ordinary Shares
Summary of Significant Accounting Policies
Restricted share units	7,108,188	1,941,933
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right
Summary of Significant Accounting Policies
Restricted share units	2,000,000
Restricted Share Units
Summary of Significant Accounting Policies
Restricted share units	1,421,473	499,993
Restricted Share Awards
Summary of Significant Accounting Policies
Restricted share units	374,995

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Measurements
Transfers between level 1 and level 2	$ 0
Transfers level 2 and level 3	0
Transfers into or out of level 3	0
Private placement warrants
Fair Value Measurements
Financial liabilities	1,596	$ 990
Cash equivalents
Fair Value Measurements
Financial assets	87,527	97,913
Level 1 \| Cash equivalents
Fair Value Measurements
Financial assets	87,527	97,913
Level 2 \| Private placement warrants
Fair Value Measurements
Financial liabilities	$ 1,596	$ 990

Shareholders' Equity - Ordinary Shares Reserved for Issuance (Details)	Mar. 31, 2024 shares
Shareholders' Equity
Shares reserved for issuance	33,996,674
Equity Incentive Plan
Shareholders' Equity
Shares reserved for issuance	2,824,119
Shares available for grant under ESPP
Shareholders' Equity
Shares reserved for issuance	4,029,898
Shares issuable upon exercise of Z33 Put Right
Shareholders' Equity
Shares reserved for issuance	2,000,000
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares
Shareholders' Equity
Shares reserved for issuance	16,591,996
Shares issuable upon exercise of options to purchase Class A Ordinary Shares
Shareholders' Equity
Shares reserved for issuance	7,108,188
Restricted Share Units
Shareholders' Equity
Shares reserved for issuance	1,442,473

Share-Based Compensation (Details)				3 Months Ended
Share-Based Compensation (Details)	Jan. 01, 2024 shares	Jun. 01, 2023 shares	Mar. 16, 2023 shares	Mar. 31, 2024 $ / shares shares	Mar. 31, 2023 $ / shares
Equity Incentive Plan 2023
Share-Based Compensation
Percentage of discount for eligible employees			5.00%
Number of shares issued			8,059,796	1,519,698
Weighted-average assumptions used to estimate the fair value
Share price \| $ / shares				3.53	8.16
Expected volatility				107.00%	96.50%
Risk-free rate				4.10%	3.58%
Expected life				6 years	6 years 1 month 6 days
Equity Incentive Plan 2023 \| Class A Ordinary shares
Share-Based Compensation
Share based compensation arrangement		5,564,315
Equity Incentive Plan 2023 \| Class A Ordinary shares \| Maximum
Share-Based Compensation
Share based compensation arrangement				9,594,213
Employee Stock Purchase Plan
Share-Based Compensation
Percentage of discount for eligible employees			15.00%
Number of shares issued	4,029,898			0

Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) - USD ($)
$ in Thousands

Noncontrolling interest

Class A Ordinary Shares

Additional Paid-in Capital

Accumulated Deficit

Redeemable Noncontrolling Interest

Convertible Preferred Shares

License agreement with Lilly

Total

Balance (Shares) at Dec. 31, 2022

13,510,415

Issuance of Series A-1 convertible preferred shares as license compensation

$ 10,000

$ 12,500

^[1]

Convertible Preferred Shares

^[1]

$ 2,186

Issuance of Series A-1 convertible preferred shares as license compensation (in shares)

267,939

Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination

$ (2)

^[1]

$ (14,684)

$ (14,686)

^[1]

$ (14,686)

Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination (in shares)

(13,778,354)

Accretion of redeemable noncontrolling interest to redemption value

$ 203

203

Issuance of Series A-1 convertible preferred shares as license compensation

^[1]

$ 2,186

Beginning Balance (in shares) at Dec. 31, 2022

(9,592)

(203)

(9,592)

Balance at Mar. 31, 2023

10,000

279,720

Increase (Decrease) in Stockholders' Deficit

(32,056)

Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination

$ 2

^[1]

14,684

$ 14,686

^[1]

14,686

Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination (in shares)

13,778,354

Issuance of Class A Ordinary Shares in connection with Business Combination, including PIPE Investment, Forward Purchase Investment, and Backstop Shares, net of $4.0 million of transaction costs

$ 1

^[1]

48,350

48,351

Issuance of Class A Ordinary Shares in connection with Business Combination, including PIPE Investment, Forward Purchase Investment, and Backstop Shares (in shares)

12,444,081

Issuance of Class A Ordinary Shares to settle research and development license consideration liability

4,488

Issuance of Class A Ordinary Shares to settle research and development license consideration liability (in shares)

550,000

Reclassification of public warrant liability to equity

2,001

Share-based compensation expense

180

Accretion of redeemable noncontrolling interest to redemption value

(9,592)

(203)

(9,592)

(203)

Ending Balance (in Shares) at Mar. 31, 2023

27,052,155

Balance at Mar. 31, 2023

$ 3

^[1]

69,703

(41,851)

27,855

Balance (Shares) at Dec. 31, 2022

13,510,415

Beginning Balance (in shares) at Dec. 31, 2022

10,000

$ 12,500

^[1]

Balance at Dec. 31, 2023

18,680

279,720

Increase (Decrease) in Stockholders' Deficit

(32,056)

$ (32,056)

Issuance of Class A Ordinary Shares to settle research and development license consideration liability (in shares)

Ending Balance (in Shares) at Dec. 31, 2023

43,593,678

Balance at Dec. 31, 2023

$ 1,541

$ 4

^[1]

162,820

(103,494)

$ 60,871

Convertible Preferred Shares

Adjustment of redeemable noncontrolling interest from redemption value to carrying value

7,017

(7,017)

7,017

Increase (Decrease) in Stockholders' Deficit

(7,747)

Balance at Mar. 31, 2024

11,663

Share-based compensation expense

2,409

Adjustment of redeemable noncontrolling interest from redemption value to carrying value

(7,747)

7,017

$ (7,017)

$ 7,017

Ending Balance (in Shares) at Mar. 31, 2024

43,593,678

Balance at Mar. 31, 2024

$ 1,541

$ 4

^[1]

$ 172,246

$ (111,241)

$ 62,550

[1]

The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement as described in Note

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts Payable and Accrued Expenses
Accrued 2023 Lilly License costs	$ 5,000	$ 10,000
Accrued research and development costs	7,246	6,091
Accounts payable	1,485	2,749
Accrued bonus	390	1,201
Other accrued expenses	553	261
Total accounts payable and accrued expenses	$ 14,674	$ 20,302

Redeemable Noncontrolling Interest

3 Months Ended

Mar. 31, 2024

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

10.

Redeemable Noncontrolling Interest

As a finder’s fee for the 2022 Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement (the “Call Option”). Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724 (the “Put Option”). As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest.

In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50% of the Z33 Series Seed Preferred Shares previously issued to Stone Peach. The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $10.9 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed dividend to the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations.

In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company’s obligation to exercise its Call Option, and instead reverting the Company’s rights and obligations under the Call Option back to that of the original agreement. Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the “Put Right”). Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024, and April 24, 2028, under the new agreement. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $9.2 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed contribution from the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations. On March 31, 2024, the redeemable noncontrolling interest was remeasured from its redemption price to its initial carry amount, decreased for the noncontrolling interest’s share of Z33’s net loss, and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the three months ended March 31, 2024 in the condensed consolidated statement of operations.

As of March 31, 2024, and December 31, 2023, the redeemable noncontrolling interest balance was $11.7 million and $18.7 million, respectively.

Share-Based Compensation - Restricted Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Weighted Average Grant Date Fair Value
Expense recognized	$ 2,409	$ 2,366
Restricted Share Awards
Number of RSUs
Beginning balance	499,993
Vested	(124,998)
Ending balance	374,995
Weighted Average Grant Date Fair Value
Beginning balance	$ 8.16
Vested	8.16
Ending balance	$ 8.16
Expense recognized	$ 300	$ 0

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Fair Value Measurements

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Financial instruments consist of cash and cash equivalents, prepaid and other current assets, accounts payable and accrued expenses, and private placement warrants. The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments.

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2024, and December 31, 2023, and the fair value hierarchy of the valuation techniques utilized.


	March 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	87,527	$	—	$	—	$	87,527
Financial liabilities:
Private placement warrants	$	—	$	1,596	$	—	$	1,596


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	97,913	$	—	$	—	$	97,913
Financial liabilities:
Private placement warrants	$	—	$	990	$	—	$	990

There were no transfers into or out of Level 1, Level 2, or Level 3 during the three months ended March 31, 2024.

Note payable

On December 8, 2022, the Company received $7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $8.0 million. The Note was repaid on March 20, 2023, upon the consummation of the Business Combination. The Company elected to account for the Note at fair value. Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $10.0 million. The Company recorded a loss on remeasurement of the Note of $2.2 million for the three months ended March 31, 2023 within change in fair value of note payable in the condensed consolidated statement of operations. The Note was no longer outstanding as of March 31, 2024 and December 31, 2023.

Research and development license consideration

As consideration for the 2022 Lilly License (see Note 5), Lilly agreed to receive either 550,000 Zura Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. The arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability).

Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura. The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $4.5 million, or $8.16 per share. The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million for the three months ended March 31, 2023 within research and development in the condensed consolidated statements of operations. The research and development license consideration liability was no longer outstanding as of March 31, 2024 and December 31, 2023.

Private Placement Warrants

As of March 31, 2024, the Company has private placement warrants (see Note 7). Such warrants are measured at fair value on a recurring basis. Because the transfer of private placement warrants to non-permitted transferees would result in the private placement warrants having substantially the same terms as the public warrants, the Company determined that the fair value of each private placement warrant is consistent with that of a public warrant. Accordingly, the private placement warrants are classified as Level 2 financial instruments. The following table provides a summary of changes in the estimated fair value of the private placement warrants:


	For the Three
	Months Ended
	March 31, 2024
Balance at December 31, 2023	$	990
Change in fair value		606
Balance at March 31, 2024	$	1,596

The Company recorded a loss from the change in fair value of the private placement warrants of $0.6 million and a gain from change in fair value of the private placement warrants of $0.2 million for the three months ended March 31, 2024 and 2023, respectively, within change in fair value of private placement warrants on the condensed consolidated statements of operations.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of restricted share units


		Weighted
		Average
	Number of	Grant Date
	RSUs	Fair Value
Unvested RSUs at December 31, 2023	1,563,018	$	5.93
Granted	—		—
Forfeited	(121,545)		5.24
Unvested RSUs at March 31, 2024	1,441,473	$	5.95

Schedule of share-based Compensation Expense


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2024		2023
Research and development	$	433	$	2,186
General and administrative		1,976		180
Total share-based compensation expense	$	2,409	$	2,366

Equity Incentive Plan 2023

Schedule of weighted-average assumptions were used to estimate the fair value


	For the Three Months
	Ended
	March 31,
	2023
Expected volatility		80.0	%
Risk-free rate		3.6	%
Expected life		2.2 years
Expected dividend yield		—	%
Fair value per Market-Based Share Options	$	4.66

Market-Based Share Options

Schedule of weighted-average assumptions were used to estimate the fair value


	Three Months Ended
	March 31,
	2024			2023
Share price	$	3.53		$	8.16
Expected volatility		107.0	%		96.5	%
Risk-free rate		4.10	%		3.58	%
Expected life		6.0 years			6.1 years
Expected dividend yield		—	%		—	%

Schedule of company's share option activity


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise Price		Contractual	Value
	Options	(per share)		Life (Years)	(in thousands)
Options outstanding at December 31, 2023	5,791,065	$	2.12	9.3	$	17,752
Granted	1,519,698		3.98	—		—
Forfeited	(202,575)		1.20	—		—
Options outstanding at March 31, 2024	7,108,188	$	2.55	9.2	$	8,812
Options vested and exercisable at March 31, 2024	1,745,311	$	4.66	9.0	$	786

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 09, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40598
Entity Registrant Name	ZURA BIO LIMITED
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1725736
Entity Address, Address Line One	1489 W. Warm Springs Road, Suite 110
Entity Address, City or Town	Henderson
Entity Address State Or Province	NV
Entity Address, Postal Zip Code	92037
City Area Code	702
Local Phone Number	757-6133
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		43,593,678
Entity Central Index Key	0001855644
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Ordinary Shares
Document Information
Title of 12(b) Security	Class A Ordinary Shares
Trading Symbol	ZURA
Security Exchange Name	NASDAQ
Warrants
Document Information
Title of 12(b) Security	Warrants
Trading Symbol	ZURAW
Security Exchange Name	NASDAQ

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (7,747)	$ (9,592)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation
Share-based compensation expense	$ 2,409	$ 2,366
Employee Stock Option
Share-Based Compensation
Unrecognized share-based compensation expense	$ 20,500
Share-based compensation expense expected to be recognized over a weighted average period	3 years 1 month 6 days
Restricted Share Units
Share-Based Compensation
Share-based compensation expense	$ 600
Unrecognized share-based compensation expense	$ 6,600
Share-based compensation expense expected to be recognized over a weighted average period	3 years 2 months 12 days
Restricted Share Awards
Share-Based Compensation
Share-based compensation expense	$ 300	0
Unrecognized share-based compensation expense	$ 3,000
Share-based compensation expense expected to be recognized over a weighted average period	3 years
Research and development
Share-Based Compensation
Share-based compensation expense	$ 433	2,186
General and administrative
Share-Based Compensation
Share-based compensation expense	$ 1,976	$ 180

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.