Full Press Release Details
Zura Bio Completes Exchange Offer and
Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
Henderson, NV, August 12, 2024 - 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.
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
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.
Head of Investor Relations