Zura Bio Completes Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants

Rhea-AI Summary

Zura Bio (Nasdaq: ZURA) has completed its exchange offer and consent solicitation for outstanding public and private placement warrants. The company issued 3,235,184 ordinary shares in exchange for tendered IPO warrants. Zura Bio will exercise its right to exchange all remaining untendered IPO warrants at a ratio of 0.27 Class A ordinary shares per warrant on August 27, 2024. As a result, no IPO warrants will remain outstanding, leading to their suspension from trading on Nasdaq as of August 26, 2024, and subsequent delisting. The company's Class A ordinary shares will continue to trade on Nasdaq under the symbol 'ZURA'.

Positive

• Successful completion of exchange offer and consent solicitation
• Elimination of all outstanding IPO warrants, simplifying capital structure
• Continued listing of Class A ordinary shares on Nasdaq

Negative

• Potential dilution of existing shareholders due to issuance of 3,235,184 new ordinary shares

Financial Analyst

The completion of Zura Bio's exchange offer and consent solicitation is a strategic financial move with mixed implications. On the positive side, it simplifies the company's capital structure by eliminating all outstanding IPO warrants, potentially reducing dilution risk for existing shareholders. This could improve the company's attractiveness to institutional investors who prefer cleaner capital structures.

However, the exchange will result in the issuance of new ordinary shares, which will cause some dilution. The exchange ratio of 0.27 shares per warrant suggests a moderate dilution impact. Investors should note that while this transaction doesn't directly affect the company's cash position or operations, it does change the ownership landscape.

The delisting of warrants from Nasdaq may slightly reduce trading liquidity options for some investors, but this is a minor concern given the continued listing of the Class A ordinary shares. Overall, this transaction appears to be a neutral to slightly positive development for Zura Bio, streamlining its equity structure without significant negative impacts.

HENDERSON, Nev.--(BUSINESS WIRE)-- Zura Bio Limited (Nasdaq: ZURA) (“Zura Bio” or the “Company”), a clinical-stage immunology company developing novel dual-pathway antibodies for autoimmune and inflammatory diseases, today announced that it has completed its previously announced exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants that were issued in connection with its initial public offering to purchase Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A ordinary shares”), which warrants trade on The Nasdaq Capital Market under the symbol “ZURAW” (the “public warrants”), and (ii) private placement warrants that were issued in connection with its initial public offering to purchase Class A ordinary shares (the “private placement warrants” and, together with the public warrants, the “IPO warrants”). The Company issued 3,235,184 ordinary shares in exchange for the IPO warrants tendered in the Exchange Offer.

The Company also entered into the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”) and announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered IPO warrants at an exchange ratio of 0.27 Class A ordinary shares for each remaining untendered IPO warrant (the “Post-Offer Exchange”). The Company has fixed the date for such exchange as August 27, 2024.

As a result of the completion of the Exchange Offer and the Post-Offer Exchange, no IPO warrants will remain outstanding. Accordingly, the IPO warrants are expected to be suspended from trading on the Nasdaq Capital Market (“Nasdaq”) as of the close of business on August 26, 2024, and will be delisted. The Class A ordinary shares will continue to be listed and trade on the Nasdaq under the symbol “ZURA”.

The Company engaged Cantor Fitzgerald & Co. as the dealer manager for the Exchange Offer and Consent Solicitation, Alliance Advisors, LLC as the information agent for the Exchange Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company as the exchange agent for the Exchange Offer and Consent Solicitation.

About Zura Bio

Zura Bio is a clinical-stage, multi-asset immunology company developing novel dual-pathway antibodies for autoimmune and inflammatory diseases. Currently, Zura Bio is developing three assets which have completed Phase 1/1b studies and are Phase 2 ready. The company is developing a portfolio of therapeutic indications for tibulizumab (ZB-106), crebankitug (ZB-168), and torudokimab (ZB-880), with a goal of demonstrating their efficacy, safety, and dosing convenience in autoimmune and inflammatory diseases, including systemic sclerosis and other novel indications with unmet needs.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected timing of the Post-Offer Exchange. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. 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. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to those described under the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-4, initially filed with the SEC on July 12, 2024, as such factors may be updated from time to time in the Company’s filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. We do not give any assurance that we will achieve our expectations.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240812314918/en/

Megan K. Weinshank

Head of Investor Relations

ir@zurabio.com

Source: Zura Bio Limited

FAQ

What is the exchange ratio for remaining untendered IPO warrants of Zura Bio (ZURA)?

Zura Bio will exchange remaining untendered IPO warrants at a ratio of 0.27 Class A ordinary shares for each warrant on August 27, 2024.

When will Zura Bio's (ZURA) IPO warrants be delisted from Nasdaq?

Zura Bio's IPO warrants are expected to be suspended from trading on Nasdaq as of the close of business on August 26, 2024, and will be delisted thereafter.

How many ordinary shares did Zura Bio (ZURA) issue in the exchange offer?

Zura Bio issued 3,235,184 ordinary shares in exchange for the IPO warrants tendered in the Exchange Offer.

Will Zura Bio's (ZURA) Class A ordinary shares continue to trade on Nasdaq after the warrant exchange?

Yes, Zura Bio's Class A ordinary shares will continue to be listed and trade on Nasdaq under the symbol 'ZURA' after the warrant exchange.