Zura(ZURA) - 2025 Q4 - Annual Results

Offering Details - Zura Bio Limited is offering 18,200,000 Class A Ordinary Shares and pre-funded warrants to purchase up to 1,800,000 Class A Ordinary Shares[1] - The offering includes an option for underwriters to purchase an additional 3,000,000 Ordinary Shares[1] - The purchase price for the Pre-Funded Warrants is set at $6.249 per warrant, with a withholding of $0.375 per warrant for offsets[83] - The initial public offering price per Ordinary Share is set at $6.25, while the price per Pre-Funded Warrant is $6.249[160] - The purchase price per Ordinary Share for the Underwriters is $5.875, which is $0.375 less than the initial public offering price[161] - The company has granted an option to the Underwriters to purchase up to an additional 3,000,000 Ordinary Shares[164] - The total number of shares allocated to Leerink Partners LLC is 7,280,000, while Piper Sandler & Co. and Cantor Fitzgerald & Co. received 5,278,000 and 4,550,000 shares respectively[162] - The total number of Pre-Funded Warrants allocated is 1,800,000, with 720,000 going to Leerink Partners LLC[162] Regulatory Compliance - The company has filed a shelf registration statement on Form S-3, which was declared effective on September 17, 2024[2] - The Ordinary Shares are registered under Section 12(b) of the 1934 Act and listed on the Nasdaq Stock Market[19] - The company has complied with the reporting requirements of Section 13 or Section 15(d) of the 1934 Act[19] - The company has filed a Notification of Listing of Additional Shares with Nasdaq regarding the Securities[19] - The interactive data included in the Registration Statement has been prepared in accordance with the Commission's rules and guidelines[17] - The Company is not classified as an "investment company" under the Investment Company Act of 1940[28] - There are no registration rights for any equity or debt securities of the Company that would affect the current offering[36] - The Company is in compliance with all material aspects of the Employee Retirement Income Security Act (ERISA) and has no reportable events expected regarding its employee benefit plans[52] - The Company is compliant with the Sarbanes-Oxley Act of 2002, with no known failures in compliance by its directors or officers[53] - The Company and its Subsidiaries are in compliance with all applicable laws and regulations, including those from the FDA and EMA, with no material adverse effects expected[61] - The Company has filed all required documents with the Commission pursuant to the 1934 Act within the specified time periods[94] Financial Condition - There has been no material adverse change in the Company's business or financial condition since the last reporting date[35] - No material liabilities or obligations have been incurred by the Company that would adversely affect its financial condition[35] - The financial statements of the Company and its Subsidiaries present a fair consolidated financial position and results of operations in compliance with GAAP[37] - The Company has filed all required tax returns and paid all taxes due, with no material tax deficiencies asserted against it[42] - The Company has no material outstanding loans or related party transactions that have not been disclosed[65] - The Underwriters have the right to terminate the Agreement if there is a material adverse change in the Company's financial condition or market conditions[134] Corporate Structure and Governance - The Company is duly incorporated and in good standing under the laws of the Cayman Islands, with full corporate power to conduct its business[21] - Each Subsidiary is validly existing and in good standing under its jurisdiction, with all issued share capital fully paid and owned by the Company[23] - The Company has authorized and outstanding capitalization as described in the Registration Statement, with all shares validly issued and free of encumbrances[24] - The Securities to be purchased by the Underwriters have been duly authorized and will be validly issued and fully paid upon delivery[25] - The Company has established effective internal accounting controls and disclosure controls, with no material weaknesses reported[48] - The Company has good and marketable title to all material properties, free of encumbrances that would affect their value[45] Legal and Insurance Matters - There are no pending legal proceedings that could materially affect the Company's ability to perform its obligations[38] - The Company and its Subsidiaries maintain adequate insurance coverage for their businesses, including clinical trial liability claims[44] - There are no ongoing legal proceedings that could materially affect the Company or its Subsidiaries[64] - The Company has not received any adverse findings or notices from governmental authorities regarding compliance with applicable laws[61] Intellectual Property - The Company owns or possesses rights to all necessary intellectual property for its business operations, with no known challenges to its rights[59] - The Company's patents have been duly maintained and are in full force, with no adjudged invalid or unenforceable patents since in-licensing[59] - The Company has taken reasonable steps to secure its interests in intellectual property and protect confidential information[59] - The Company is not bound by any agreements that materially restrict its use of intellectual property[59] Operational Compliance - The Company has conducted all non-clinical studies and clinical trials in accordance with applicable laws and protocols, with no material serious adverse events reported[62][63] - The Company has maintained compliance with privacy and data protection laws, with no significant security breaches reported in the past three years[68] - The Company has established disaster recovery and security plans for its IT assets, consistent with industry standards[68] - The Company is in compliance with all applicable health care laws and has not received any claims or actions alleging violations[73] Agreement and Indemnity - The Company agrees to indemnify Underwriters against any losses arising from untrue statements or omissions in the Registration Statement[120] - The Company must provide additional documents and opinions as required by the Underwriters to ensure compliance with the issuance and sale of Securities[118] - The Company is obligated to provide a Bring-down Comfort Letter if requested by the Underwriters[116] - The Underwriters may seek contribution from the Company for any losses incurred due to untrue statements or omissions[126] - The Company must notify the Underwriters of any actions commenced against it for which indemnity may be sought[123] - The Company must ensure that all proceedings related to the issuance and sale of Securities are satisfactory to the Underwriters[118] Miscellaneous - The agreement includes provisions for default by Underwriters, allowing for arrangements to be made within 24 hours if any Underwriter fails to purchase the Securities[137] - The agreement is governed by the laws of the State of New York, and any legal proceedings must be instituted in specified courts in New York[148][149] - The time of the agreement is of the essence, with specified times referring to New York City time[150]