Zura Bio Limited (NASDAQ: ZURA), a clinical-stage immunology company specializing in novel dual-pathway antibodies for autoimmune and inflammatory diseases, has announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) concerning its outstanding IPO warrants. These warrants were issued in connection with its initial public offering to purchase Class A ordinary shares of the Company.
The purpose of the Offer and Consent Solicitation is to streamline Zura Bio’s capital structure and mitigate potential dilution from the IPO warrants. The Company is offering holders of the IPO warrants the opportunity to exchange each warrant for 0.30 Class A ordinary shares. The Offer includes up to 3,842,999 Class A ordinary shares in total.
Simultaneously, Zura Bio is seeking consents from warrant holders to amend the warrant agreement, allowing the Company to exchange each outstanding warrant for 0.27 Class A ordinary shares, which represents a 10% reduction from the exchange ratio in the Offer (the “Warrant Amendment”). The adoption of the Warrant Amendment requires consent from a majority of holders of both public and private placement warrants. Notably, agreements have been secured from holders representing approximately 40.7% of public warrants and 65.3% of private placement warrants to participate in the Offer and support the Warrant Amendment.
The Offer will remain open until 11:59 p.m., Eastern Time, on August 8, 2024 (the “Expiration Date”), unless extended by Zura Bio. Warrant holders may withdraw their tenders at any time before the Expiration Date.
Detailed terms and conditions of the Offer and Consent Solicitation are outlined in the Prospectus/Offer to Exchange dated July 11, 2024, and Schedule TO dated July 12, 2024, filed with the U.S. Securities and Exchange Commission (SEC).
Zura Bio’s Class A ordinary shares and public warrants trade on The Nasdaq Capital Market under the symbols “ZURA” and “ZURAW,” respectively. As of July 10, 2024, the Company had 63,746,453 Class A ordinary shares outstanding and a total of 12,809,996 IPO warrants outstanding.
