Zura Bio Starts Warrant Exchange Offer and Consent Solicitation

Zura Bio Limited (NASDAQ: ZURA), a clinical-stage company focused on immunology, has initiated an exchange offer and consent solicitation concerning its outstanding public and private placement warrants. These warrants, issued during its initial public offering (IPO), allow holders to purchase Class A ordinary shares of the company. The public warrants are traded on The Nasdaq Capital Market under the symbol “ZURAW.”

The primary aim of this initiative is to streamline Zura Bio's capital structure and mitigate the potential dilutive effects of the existing IPO warrants. In the exchange offer, warrant holders are presented with an opportunity to exchange each of their IPO warrants for 0.30 Class A ordinary shares. If fully subscribed, this could lead to the issuance of a total of 3,842,999 Class A ordinary shares.

Simultaneously, Zura Bio is seeking consents from warrant holders to amend the governing warrant agreement. This amendment would permit Zura Bio to exchange any remaining outstanding warrants, post-offer, for 0.27 Class A ordinary shares—an exchange ratio that is 10% less favorable than the initial offer. To proceed with this amendment, the approval of the majority of both public and private warrant holders is necessary. Currently, entities holding around 40.7% of the public warrants and 65.3% of the private placement warrants have agreed to the offer and the proposed amendment. An additional consent from approximately 9.3% of the public warrant holders is required to effectuate the amendment.

The exchange offer and consent solicitation are open until 11:59 p.m. Eastern Time on August 8, 2024, unless extended. Holders of the IPO warrants can withdraw their tendered warrants any time before this deadline.

Zura Bio has filed the details of this offer and solicitation with the U.S. Securities and Exchange Commission (SEC) through a Prospectus/Offer to Exchange and a Schedule TO. These documents contain comprehensive terms and conditions and are available on the SEC’s website.

As of July 10, 2024, Zura Bio had 63,746,453 Class A ordinary shares in circulation and 12,809,996 outstanding IPO warrants. If all warrant holders participate in the exchange, the company anticipates issuing up to 3,842,999 new Class A ordinary shares, increasing the total to approximately 67,589,452 shares—a 6% rise—with no remaining public or private placement warrants.

Cantor Fitzgerald & Co. has been appointed as the dealer manager for the offer and consent solicitation. Alliance Advisors will serve as the information agent, and Continental Stock Transfer & Trust Company will act as the exchange agent.

Zura Bio is engaged in advancing treatments for autoimmune and inflammatory diseases, with a pipeline that includes tibulizumab (ZB-106), ZB-168, and torudokimab (ZB-880). These assets have completed Phase 1/1b trials and are poised to enter Phase 2. The company's focus is on validating the effectiveness, safety, and convenience of these treatments for conditions such as systemic sclerosis and other diseases with unmet medical needs.