Zura Bio Completes Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
12 Agosto 2024 - 3:05PM
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240812314918/en/
Megan K. Weinshank Head of Investor Relations ir@zurabio.com
Zura Bio (NASDAQ:ZURA)
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