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Warrants [Member]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13OR15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

June 25, 2025

Date of Report (Date of earliest event reported)

 

Zura Bio Limited

(Exact name of registrant as specified in its charter)

 

 

 

 

Cayman Islands   001-40598   98-1725736
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

(Address of principal executive offices,

including zip code)

(702) 825-9872

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share   ZURA   The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 


 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Chief Financial Officer

 

On June 27, 2025, the Board of Directors (the “Board”) of Zura Bio Limited (the “Company”) appointed Eric Hyllengren as Chief Financial Officer (principal accounting and principal financial officer) of the Company, effective as of July 7, 2025 (the “Effective Date”). Mr. Hyllengren will succeed Verender Badial, who is stepping down from his current position as Chief Financial Officer of the Company.

 

Mr. Hyllengren, age 50, was most recently Chief Financial Officer and Chief Operating Officer of Atara Biotherapeutics, Inc. (Nasdaq: ATRA) (“Atara”), since April 2023 and October 2024, respectively, and was previously Atara’s Vice President of Finance from August 2018 to April 2023. Prior to joining Atara, Mr. Hyllengren held various leadership roles at Amgen Inc. (Nasdaq: AMGN) (“Amgen”) from July 2003 to August 2018 and, most recently, was Amgen’s Executive Director of Business Development and Head of Alliance Management from November 2017 to August 2018. Mr. Hyllengren holds a B.B.A. in Finance and Russian from the University of Notre Dame and an M.B.A. in Finance from the Kellogg School of Management at Northwestern University.

 

In connection with his appointment as Chief Financial Officer, the Company entered into an offer letter with Mr. Hyllengren on June 27, 2025 (the “Offer Letter”) effective as of the Effective Date. The Offer Letter provides for Mr. Hyllengren’s at-will employment as the Chief Financial Officer. Pursuant to the Offer Letter, Mr. Hyllengren will receive an annual base salary of $475,000 per year. Mr. Hyllengren will also be eligible to receive a discretionary annual cash bonus with a target amount equal to 40% of his base salary and to participate in the Company’s employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs.

 

The Offer Letter also provides for the grant of an option to purchase up to 672,000 Class A ordinary shares (the “Initial Option”), which Initial Option is to be granted as soon as practicable following the Effective Date pursuant to the terms of the Company’s 2023 Equity Incentive Plan (the “Plan”) and an option award agreement thereunder. The Initial Option will have an exercise price equal to the closing price per share of the Company’s common stock on the grant date, and will vest over 4 years, with 25% of the shares vesting on the first anniversary of the Effective Date and the remainder vesting in equal quarterly installments over the following three years, subject to Mr. Hyllengren’s continuous service through each such date. The Initial Option is intended to be an inducement material to Mr. Hyllengren’s entering into employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4).

 

On the Effective Date, the Company and Mr. Hyllengren will also enter into the Company’s standard form indemnification agreement, previously adopted and disclosed by the Company and filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2023, and Employee Confidential Information and Inventions Assignment Agreement. The indemnification agreement, among other things, requires the Company to indemnify Mr. Hyllengren for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his services as an officer of the Company or any other company or enterprise to which he provides services at the Company’s request.

 

Other than the foregoing, Mr. Hyllengren is not party to any arrangement or understanding with any other pursuant to which he was appointed as an officer, nor is he party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K involving the Company. There are no family relationships between Mr. Hyllengren and any of the Company’s directors and executive officers.

 

The foregoing description of the Offer Letter is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 


Chief Financial Officer Transition

 

Verender Badial, the Company’s current Chief Financial Officer, notified the Company on June 25, 2025 of his resignation from the Company, and will remain with the Company in his current role until the Effective Date, following which he will remain with the Company as a non-executive employee through July 31, 2025 (the “Separation Date”) to assist with the transition. Mr. Badial’s transition is unrelated to the Company’s financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures.

 

On June 27, 2025, the Company and Mr. Badial entered into a settlement agreement (the “Settlement Agreement”), which specifies the terms of his separation and continuing employment during the transition period. Pursuant to the terms of the Settlement Agreement, Mr. Badial will receive: (i) a £178,294.92 cash severance payment; (ii) a £89,147.46 cash payment in lieu of the notice required under his employment agreement with the Company; (iii) a £23,500.11 cash payment in respect of holiday accrued but untaken up to July 7, 2025; (iv) £4,000 cash payment, being equivalent to the cost to the Company of twelve months of private health insurance premiums for Mr. Badial and his dependents; and (v) a reimbursement of the cost, up to a maximum of £27,000, for transition assistance, with such costs to be incurred and submitted to the Company within twelve months following the Separation Date.

 

Additionally, the Settlement Agreement provides for accelerated vesting of the unvested portion of two outstanding options, previously granted to Mr. Badial on May 18, 2023 and June 18, 2024 pursuant to the Plan, that would have vested in the nine months following the Separation Date, relating to 107,811 and 78,750 Class A ordinary shares of the Company, respectively (collectively, the “Accelerated Options”). Pursuant to the Settlement Agreement, Mr. Badial may not transfer any shares acquired pursuant to the exercise of the Accelerated Options before the following dates without the prior written consent of the Company: (i) one-third (1/3) of any such shares may only be transferred on or after the first anniversary of the Separation Date; (ii) the second one-third (1/3) of any such shares may only be transferred on or after the second anniversary of the Separation Date; and (iii) the final one-third (1/3) of any such shares may only be transferred on or after the third anniversary of the Separation Date. The Settlement Agreement also provides for an extension of the post-termination exercise period for Mr. Badial’s outstanding stock options, including the Accelerated Options, to the applicable expiration date of the applicable stock option. The options previously granted to Mr. Badial on May 8, 2025 pursuant to the Plan, covering 303,100 Class A ordinary shares, will be immediately forfeited upon the Separation Date.

 

All payments and benefits provided under the Settlement Agreement are contingent upon the effectiveness of, and Mr. Badial’s continued compliance with, the Settlement Agreement. The Settlement Agreement also contains a release of claims, as well as standard non-disparagement and confidentiality provisions.

 

The foregoing description of the Settlement Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On July 1, 2025, the Company issued a press release with respect to the management changes described in Item 5.02 of this Current Report on Form 8-K. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Offer Letter with Eric Hyllengren dated June 27,2025.
10.2*   Settlement Agreement, by and between the Company and Verender Badial, dated as of June 27, 2025.
99.1   Press Release, dated July 1, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ZURA BIO LIMITED
   
Date: July 1, 2025 By: /s/ Kim Davis
    Kim Davis
    Chief Operating Officer, Chief Legal Officer and Corporate Secretary

 

 

 

 

EX-10.1 2 tm2519325d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

 

 

 

 

June 27, 2025

 

Via E-Mail

 

Eric Hyllengren

ej.hyllengren@gmail.com

 

Dear Eric,

 

Congratulations! I am delighted to make you an offer for the full-time position of Chief Financial Officer (“CFO”) for the Zura Bio Group (including Zura Bio Inc., a subsidiary of Zura Bio Limited, together with its affiliated companies (the “Company”)) reporting to the Chief Executive Officer. Your anticipated start date is July 7, 2025 (the “Start Date”). Your position will be remote and your primary work location will be your home in Thousand Oaks, California. You acknowledge that your position may require occasional travel in accordance with the needs of the business. While Zura is remote based, we think it is important to stay connected.

 

The terms of the offer, subject to final approval by the Company’s Board of Directors (the “Board”), are as follows:

 

Duties and Extent of Service

As a full-time employee for the Company, you will have responsibility for performing those duties as are customary for, and are consistent with, the role as CFO, as well as those duties as may be assigned to you from time to time by the CEO and/or Board and which may relate to the business of the Company and/or of Zura Bio Group. If you join the Company, you agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company and Zura Bio Group and any changes therein which may be adopted from time to time. Except for vacations and absences due to temporary illness, you will be expected to devote all of your business time and effort to the business and affairs of the Company and/or Zura Bio Group.

 

Base Salary, Annual Bonus, and Other Considerations

The Company will pay you an annualized base salary of $475,000 USD, paid semi-monthly, less payroll deductions, required taxes, withholdings and payable in accordance with the Company’s standard payroll practices. This is an exempt position, which means you are paid on a salary basis for the job you perform, not by the hour, and you are not eligible for overtime. Your salary and any bonus will be subject to customary federal, state, and local taxes and withholdings.

 

You will also be eligible to earn a discretionary annual performance bonus with a target of 40% of your annualized salary. The amount of this bonus, if any, will be determined in the sole discretion of the Board and/or the Compensation Committee thereof (the “Compensation Committee”) and will be based, in part, on your performance and the performance of the Company during the calendar year, as well as any other criteria the Board and/or Compensation Committee deem relevant. The Company will pay you this bonus, if any, no later than March 30th of the following calendar year. The bonus is not earned until paid and no pro-rated amount will be paid if your employment terminates for any reason prior to the payment date. Any bonus for 2025 will be prorated based on the number of months you were employed by the Company during the year.

 

Benefits

As a Company employee, your eligibility to participate in the Company employee benefit plans and fringe benefits will depend on whether you meet the eligibility terms of the applicable plans, as may be in place from time to time.

 

  1

 

Inducement Equity Award

Assuming your employment with Company begins by the Start Date and subject to approval by the Board or the Compensation Committee, as soon as practicable following the Start Date, you will receive an option to purchase 672,000 Class A ordinary shares of the Company (the “Inducement Equity Award”), which will vest over 4 years pursuant to the vesting schedule set forth in the award agreement governing the Inducement Equity Award, subject to your continuous service to the Company through each applicable vesting date. The Inducement Equity Award is intended to be a material inducement to your acceptance of this offer of employment. The Inducement Equity Award shall be subject to the terms and conditions of an equity incentive plan maintained by the Company and an equity award agreement thereunder (including applicable vesting criteria) and is conditioned upon your acceptance and signing of such equity award agreement.

 

Nondisclosure and Developments

The Company has extended this offer to you based upon your general knowledge, background, experience and skills and abilities and not because of your knowledge of your current employer’s or any previous employer’s trade secrets or other confidential information. By signing this letter you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company.

 

As a condition of employment, you must sign and comply with the attached Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

 

At-Will Employment

This Agreement is not a contract of employment for any specific or minimum term and that the employment the Company offers you is terminable at will. This means that our employment relationship is voluntary and based on mutual consent. You may resign your employment, and the Company likewise may terminate your employment, at any time, for any reason, with or without cause or notice. Any prior oral or written representations to the contrary are void, and any future representations to the contrary are also void and should not be relied upon unless they are contained in a formal written employment contract signed by an officer of the Company and expressly stating the company’s intent to modify the at-will nature of your employment.

 

Background Checks; Eligibility to Work in the United States

The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. This offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any.

 

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of your commencement date, or our employment relationship with you may be terminated.

 

  2

 

Dispute Resolution

To aid the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, and in exchange for the mutual promises contained in this offer letter, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this letter agreement, your employment with the Company, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: (i) https://www.jamsadr.com/rules-employment-arbitration/ and (ii) https://www.jamsadr.com/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. Notwithstanding the foregoing, if JAMS is unavailable due to location or otherwise, or if the parties mutually agree, then the arbitration shall be conducted by the American Arbitration Association (“AAA”) or its successor, under AAA’s then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address: https://www.adr.org/sites/default/files/EmploymentRules-Web.pdf), at a location closest to where you last worked for the Company or another mutually agreeable location. Any demand for arbitration must be made within the statute of limitations applicable to the claim asserted as if such claim were asserted in court. Failure to demand arbitration (or, where applicable, file a counterclaim, crossclaim, or third-party claim) within such time limitation shall serve as a waiver and release with respect to all such claims. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., will, to the fullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. You acknowledge and agree that proceedings of any non-individual claim(s) under the California Private Attorneys General Act (“PAGA”) that may be brought in court shall be stayed for the duration and pending a final resolution of the arbitration of any individual or individual PAGA claim. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the exception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class, representative, or collective proceeding, nor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective claims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other claims or requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all arbitration administrative fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law.

 

  3

 

Entire Agreement; Amendment

This Agreement will constitute the entire agreement and understanding between the Company and you with respect to the specific matters contemplated and addressed hereby. No prior agreement between you and the Company, whether written or oral, shall be construed to change or affect the operation of this Agreement in accordance with its terms, and any provision of any such prior agreement which conflicts with or contradicts any provision of this Agreement is hereby revoked and superseded.

 

This Agreement may be amended or modified only by a written instrument executed both by you and myself or the Chief Legal Officer of the Company. If any portion of this Agreement shall, for any reason, be held invalid or unenforceable, or contrary to public policy or any law, the remainder of this Agreement shall not be affected by such invalidity or unenforceability, but shall remain in full force and effect as if the invalid or unenforceable term or portion thereof had not existed within this Agreement.

 

This offer of employment will expire if not accepted by 11pm PT on June 26, 2025 and all terms are contingent upon your commencement of work on or before the Start Date. If the terms of this offer are acceptable to you, please sign in the space provided below indicating your agreement to the provisions of this offer of employment.

 

We are enthusiastic about this opportunity for you to join the team!

 

 

Warm regards,

 

 

/s/ Lindsey McClelland

Lindsey McClelland

Head of People and Culture

 

Acceptance: I have read the terms of this offer of employment, and I accept and agree to them.

 

 

Signature:/s/ Eric Hyllengren

 

 

Print Name: Eric Hyllengren

 

Date: June 27, 2025

 

 

 

  4

EX-10.2 3 tm2519325d1_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

SETTLEMENT AGREEMENT

 

 

THIS AGREEMENT is made on 27 June 2025

 

BETWEEN:

 

(1) Zura Bio Limited incorporated and registered in England and Wales with company number 13856620 whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (the "Company");

 

(2) Verender Badial of Dalriada House, Cryfield Grange Road, Coventry, CV4 7AQ ("you"),

 

together, the "Parties" and each a "Party".

 

BACKGROUND:

 

(A) You are employed by the Company as the interim Chief Financial Officer.

 

(B) You have indicated your intention to resign from your position.

 

(C) The Parties have agreed terms of your resignation and settlement as set out in this Agreement.

 

(D) The Company is entering into this Agreement for itself and as agent for all other Group Companies and is duly authorised in that behalf.

 

It is agreed as follows:

 

1. Definitions and Interpretation

 

1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply:

 

"Adviser" means the individual named in Schedule 1.

 

"Agreement" means this agreement (including any schedule or annexure to it and any document in agreed form).

 

"Confidential Information" has the meaning given in the Employment Contract.

 

"Employment Contract" means the service agreement between you and the Company dated 7 April 2023.

 

"Group Companies" means the Company and any holding company or any parent company or any subsidiary or subsidiary undertaking of the Company or such companies, as such terms are defined in s 1159, s 1162 (together with Schedule 7 and the definition of "parent company" in s 1173), s 1161 and Schedule 6 of the Companies Act 2006, and "Group Company" means any of them.

 

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003.

 

 


 

"Options" means the options granted by the Parent to you pursuant to the applicable Stock Option Grant Package and the Plan, details of which are set out at Schedule 2 and "Option" means any one of them.

 

"Parent" means Zura Bio Limited, a Cayman Islands exempted company.

 

"Parent Board" means the board of directors of the Parent or appropriately authorised committee thereof.

 

"Plan" means the Zura Bio Limited 2023 Equity Incentive Plan, including Schedule A (Sub-Plan for United Kingdom Participants, if applicable), as amended from time to time.

 

"Post-Employment Notice Pay" has the meaning given in section 402D of ITEPA.

 

"Proceedings" means any action, claim or proceedings in the Employment Tribunal or any other court against the Company, any other Group Company or any of its or their shareholders, directors, officers, employees, workers, consultants or agents in respect of any of the matters which are the subject of your warranty under clause 7.5, or are settled under the terms of this Agreement. It also includes any application for early conciliation to the Advisory, Conciliation and Arbitration Service (Acas).

 

"Reaffirmation Letter" means the letter agreement to be entered into by you pursuant to clause 13 in the form set out at Schedule 4, under which you reaffirm certain provisions of this Agreement on or after the Termination Date.

 

"Restricted Business" means those parts of any Group Company's business with which you were involved to a material extent in the 12 months before the Termination Date.

 

"Restricted Person" means anyone employed or engaged any Group Company who could materially damage any Group Company's interests if they were involved as agent, consultant, director, employee, worker, owner, partner or shareholder in any business concern which competes with any Restricted Business and with whom you had material dealings at any time in the 12 months before the Termination Date in the course of your employment.

 

"Share" means a Class A Ordinary Share of the Parent.

 

"Stock Option Grant Package" means the share option award agreement entered into between the Parent and you in respect of an Option.

 

"Termination Date" means 31 July 2025.

 

"Termination Payment" means the payment referred to in clause 5.

 

"Transfer" means any (a) sale, transfer, conveyance, assignment, pledge, hypothecation, swap, loan, other disposal or encumbering of, or any contract to sell, any Shares or any legal or beneficial right or interest therein, whether, directly or indirectly, voluntarily or by operation of law, by gift or otherwise, and/or (b) any grant of any proxy with respect to the Shares other than the granting of a revocable proxy to officers or directors of the Parent at the request of the Parent Board, and “Transferred” shall be construed accordingly.

 

"UK Tax Liability" has the meaning as defined in clause 6.6.

 

 


 

1.2 In this Agreement, unless the context otherwise requires:

 

(a) a reference to a statute or statutory provision includes:

 

(i) any subordinate legislation (as defined in Section 21(1) Interpretation Act 1978) made under it;

 

(ii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;

 

(b) a reference to:

 

(i) a "person" includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);

 

(ii) "clauses" and "Schedules" is to clauses of and schedules to this Agreement;

 

(iii) "indemnify" and "indemnifying" any person against any circumstance include indemnifying and keeping them harmless from all actions, claims and proceedings from time to time made against them and all loss or damage and all payments (including fines, penalties and interest, costs or expenses) made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;

 

(c) headings are for convenience only and shall not affect the interpretation of this Agreement;

 

(d) words in the singular shall include the plural and vice versa; and

 

(e) any phrase introduced by the terms 'including', 'include', 'in particular' or any similar expression will be construed as illustrative and will not limit the sense of the words so introduced.

 

2. Termination Date

 

2.1 You acknowledge and agree that your signature of this Agreement will constitute your resignation from your employment with the Company and/or any other Group Company and that such employment will terminate on the Termination Date.

 

2.2 Between the date of this Agreement and 7 July 2025 you shall continue to conduct your duties as normal. Thereafter until the Termination Date you will be on garden leave pursuant to the terms of clause 23 of the Employment Contract. During such period of garden leave, you will not be required to carry out any work for the Company or any other Group Company except for, in good faith, a handover of your duties and responsibilities to such other person(s) as the Company requests. For the avoidance of doubt, clauses 23.2.7 and 23.2.8 of the Employment Contract will apply such that, during this garden leave period, you will not attend any Group Company premises and are required not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client or other business contact of any Group Company, except as required by the Company. Any holiday that accrues after 7 July 2025 shall be deemed to be taken during the garden leave period.

 

 


 

3. Pay, Benefits and Expenses

 

3.1 The Company will pay to you through normal payroll, subject to the deduction of such income tax and National Insurance contributions as the Company is required by law to deduct, your salary accrued to the Termination Date.

 

3.2 The Company will provide to you up to the Termination Date all benefits to which you are contractually entitled, including all relevant pension contributions, subject to the terms applicable to such benefits. For the avoidance of doubt, you will not be entitled to and will not be paid any amount with respect to any bonus for 2025.

 

3.3 Subject to the provisions of this Agreement, the Company shall:

 

(a) Pay you to you by the Termination Date £23,500.11 in respect of holiday accrued but untaken up to 7 July 2025;

 

(b) pay to you by the Termination Date a cash sum of £4,000, being equivalent of the cost to the Company of 12 months of private health insurance premiums for you and your family; and

 

(c) reimburse to you the expenses you incur up to £27,000 (gross), in respect of professional services arranged by you in connection with transition assistance, with such costs to be incurred and submitted to the Company within twelve months following the Termination Date.

 

Any payment or reimbursement made to you pursuant to this clause 3.3 will be subject to the deduction of such income tax and National Insurance contributions as the Company is required by law to deduct. You will otherwise be responsible for any obligations in respect of income tax and/or National Insurance contributions relating to payments or reimbursements under this clause 3.3 and hereby agree to indemnify on demand to the fullest extent permitted by law and hold harmless the Company from and against: (i) each and every claim, liability and demand made by HMRC in respect of any income tax and/or National Insurance contributions relating to payments or reimbursements under this clause 3.3; and/or (ii) any interest, fines and penalties incurred by the Company in connection with any income tax and/or National Insurance contributions relating to payments or reimbursements under this clause 3.3.

 

3.4 You shall submit your business expenses claims to the Company in the usual way within 7 days following the date of this Agreement and the Company shall reimburse you, within 5 working days of receipt of submission of the expense claims (inclusive of full receipts), in respect of any expenses properly incurred in the course of your duties before the date of this Agreement in accordance with the Company’s expenses policy and subject to your provision of receipts (for individual business expense claims to the value of £50 or more) or such other evidence of expenditure as the Company may reasonably require.

 

3.5 Aside from the payments and benefits set out in this Agreement, no further payments and/or benefits are payable or due to you following the Termination Date.

 

 


 

4. Pay in Lieu of Notice

 

4.1 The Company will pay to you by the Termination Date, subject to the deduction of such income tax and National Insurance contributions as the Company is required by law to deduct, pay in lieu of your three month contractual notice entitlement which you will not be required to serve, in the sum of £89,147.46.

 

4.2 The Parties agree that the amount of the payment in lieu of notice pursuant to clause 4.1 is equal to or exceeds the amount given by the formula in section 402D(1) of ITEPA and, accordingly, believe that your Post-Employment Notice Pay is nil.

 

5. Termination Payment

 

Subject to the provisions of this Agreement, the Company shall pay to you £178,294.92 (the "Termination Payment") as compensation for loss of employment, such payment to be made by the Termination Date, subject to the deduction of such income tax and National Insurance contributions as the Company is required by law to deduct.

 

6. Options

 

6.1 The parties acknowledge that in accordance with the vesting schedule applicable to each Option and subject to the terms of the applicable Stock Option Grant Package, as at the Termination Date, each Option would be vested and exercisable in respect of the number of Shares set out for that Option in column (5) of the chart at Schedule 2.

 

6.2 Subject to clause 6.3, you acknowledge that, pursuant to the terms of the applicable Stock Option Grant Package and the Plan, those Shares under an Option that have not vested as at the Termination Date shall lapse for no consideration and shall not be exercisable.

 

6.3 The Parent Board has exercised its discretion under the Plan to amend the terms of the Options such that, subject to your compliance with the terms of this Agreement, effective immediately prior to the Termination Date:

 

(a) the post-termination exercise period applicable to the Options shall be extended to the applicable expiration date of the Options; and

 

(b) the Options shall become vested and exercisable as to nine (9) additional months such that each Option shall be vested and exercisable in respect of the number of Shares set out for that Option in column (6) of the chart at Schedule 2 (the portion of each such Option that becomes vested and exercisable in accordance with this clause 6.3(b) in the aggregate, the “Accelerated Options”); provided that you agree that you shall not Transfer any Shares acquired pursuant to the exercise of the Accelerated Options before the following dates without the prior written consent of the Parent Board: (i) one-third (1/3) of any such Shares may only be Transferred on or after the first anniversary of the Termination Date; (ii) the second one-third (1/3) of any such Shares may only be Transferred on or after the second anniversary of the Termination Date; and (iii) the final one-third (1/3) of any such Shares may only be Transferred on or after the third anniversary of the Termination Date. You agree to enter into such additional documents as may be reasonably requested by the Company or the Parent in order to give effect to the foregoing restriction on Transfer.

 

 


 

6.4 The Company and you acknowledge and agree that, save as provided in clause 6.3 above, the Options shall continue to be governed by the terms of the Plan and the applicable Stock Option Grant Package, including in respect of their respective expiration dates.

 

6.5 You acknowledge and agree that, except in relation to the Options and the 517,519 Shares held by you, you have no other Shares, options or rights in respect of any Shares or any other shares of the Parent, the Company and/or any other Group Company.

 

6.6 The Company makes no representations as to the tax treatment of the Options. In the event that the Company is required to withhold and pay to HMRC any UK income tax and employee National Insurance Contributions, or is required to pay to HMRC any employer National Insurance Contributions ("UK Tax Liability") in connection with the Options, you hereby authorise the Company to take any of the following actions, at such times as the Company deems necessary: (a) withhold from amounts payable to you an amount equal to any UK Tax Liability; (b) require you to reimburse the Company in cash in an amount equal to the amount any UK Tax Liability; and (c) withhold from you for no consideration Shares with a fair market value (as determined by the Company in its good faith discretion) equal to the amount of any UK Tax Liability.  Furthermore, you hereby agree to indemnify on demand to the fullest extent permitted by law and hold harmless the Company from and against: (i) each and every claim, liability and demand made by HMRC in respect of any UK Tax Liability; and/or (ii) any interest, fines and penalties incurred by the Company in connection with any UK Tax Liability.  

 

7. Settlement of Claims

 

7.1 The terms of this Agreement have been agreed between the parties without any admission of liability in full and final settlement of your complaints in respect of breach of contract (including but not limited to any claim for wrongful dismissal) against the Company, any other Group Company and/or any of its or their shareholders, directors, officers, consultants, agents, employees or workers arising directly or indirectly from your employment by the Company and/or the termination of such employment.

 

7.2 It is the further intention of the parties that this Agreement shall, without any admission of liability, be in full and final settlement of any other claims or rights of action of any kind whatever, wherever and however arising that you have or may in future have at common law, under domestic or European legislation, or otherwise against the Company, any other Group Company and/or any of its or their shareholders, directors, officers, consultants, agents, employees or workers arising directly or indirectly from your employment by the Company and/or the termination of such employment, including, but not limited to, the claims specified in Schedule 3 (each of which is waived by this clause).

 

7.3 The settlement set out in this clause 7 shall include, without limitation, any future claims you may have, whether or not the matters which give rise to such future claims are currently known to either you or the Company and/or any other Group Company and whether or not any legal remedy available for such claims in the future would be available for an action taken at the date of this Agreement.

 

7.4 The settlement set out in this clause 7 shall not apply to the following:

 

(a) any claims by you to enforce this Agreement;

 

 


 

(b) claims in respect of personal injury of which you are not aware and could not reasonably be expected to be aware at the date of this Agreement (other than claims under discrimination legislation);

 

(c) any claims in relation to accrued entitlements under the Company's pension scheme; and

 

(d) any claims you have in respect of the Options or as a shareholder of the Parent, in each case which arise after the date of this Agreement.

 

7.5 Having taken independent legal advice, you warrant that, except for any claim expressly set out or referred to in clause 7.1 and without prejudice to clause 7.2, you have no claims whatsoever against the Company, any other Group Company and/or any of its or their shareholders, directors, officers, consultants, agents, employees or workers arising directly or indirectly from your employment by the Company and/or the termination of such employment. You further warrant that you will not bring any claim under, in relation to, arising from and/or in connection with the Equality Act 2010.

 

7.6 You agree that, except for the payments and benefits provided for in this Agreement, you shall not be eligible for any further payment from the Company or any other Group Company relating to your employment or its termination and you expressly waive any right or claim that you have or may have to payment of any bonuses or commission, to any benefit or award programme, under any share plan operated by the Company or any other Group Company or any stand-alone share incentive arrangement, or to any other benefit, payment or award you may have received had your employment not terminated or for any compensation for the loss of any such benefit, payment or award.

 

7.7 If you commence any Proceedings, you will repay to the Company immediately upon demand the lesser of the Termination Payment or such amount of the Termination Payment as shall be equivalent to the full amount of any legal fees and any other costs incurred by the Company or any other Group Company in defending such Proceedings, regardless of how such Proceedings conclude, together with the total amount of any compensation or damages (including interest) awarded in respect of such Proceedings. Any payment to you under this Agreement or otherwise by the Company or any other Group Company which remains outstanding shall cease to be payable with effect from the date of commencement of Proceedings.

 

8. Legal Costs

 

The Company will pay your reasonable legal and tax advice costs up to a maximum of £3,725 (plus VAT) incurred in respect of advice received by you as to the terms and effect of this Agreement (including Reaffirmation). Payment of these costs will be made direct to the relevant adviser(s) subject to the Company's receipt of an invoice addressed to you but marked payable by the Company.

 

9. Confidentiality and Confidential Information

 

9.1 Except as agreed in this Agreement or otherwise required or permitted by law or agreed by the parties in writing, no statement or comment shall be made by the Parties to any third party in relation to the terms or existence of this Agreement, the claims settled by its terms and/or the circumstances of the termination of your employment.

 

 


 

9.2 You will not do anything which shall, or may, bring the Company, any other Group Company, its or their directors, officers, shareholders, consultants, agents, employees or workers, representatives, or any product or service sold, developed or provided by the Company and/or any other Group Company into disrepute.

 

9.3 You will also not make, communicate, publish or cause to be made, communicated or published any disparaging remarks or derogatory statement, whether in writing or otherwise, concerning the Company, any other Group Company, its or their directors, officers, shareholders, consultants, agents, employees or workers, representatives, or any product or service sold, developed or provided by the Company and/or any other Group Company. The Company agrees that its directors will not make, encourage or procure the making, communicating or publishing of any disparaging remarks or statements, whether in writing or otherwise, about you.

 

9.4 You warrant that all materials relating to the Company and its business, including but not limited to Confidential Information, that you have or have had in your possession, custody or under your control, by whom and in whatever format recorded (whether electronically, digitally, on paper, on audio or audio visual tape or otherwise and including all copies) will be returned to the Company no later than 7 July 2025 and that neither you nor any other unauthorised person will retain the ability to access such information.

 

9.5 The Parties are permitted to make a disclosure or comment that would otherwise be prohibited by this clause 9 where necessary and appropriate:

 

(a) in your case, if you make it to:

 

(i) your spouse, civil partner or partner, or immediate family provided that they agree to keep the information confidential;

 

(ii) any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services;

 

(iii) your insurer for the purposes of processing a claim for loss of employment; or

 

(iv) your recruitment consultant or prospective employer to the extent only strictly necessary to discuss your employment history; or

 

(b) in any Group Company's case, it is made to:

 

(i) any director, officer, or employee whose province it is to know such information provided that they agree to keep the information confidential; or

 

(ii) any person who owes a Group Company a duty of confidentiality in respect of information which is disclosed to them, including, legal, tax, compliance or other professional advisers.

 

 


 

9.6 Nothing in this clause 9 shall prevent you or any Group Company shareholder, director, officer, employee, worker, consultant or agent from:

 

(a) making a protected disclosure under section 43A of the Employment Rights Act 1996;

 

(b) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;

 

(c) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;

 

(d) complying with an order from a court or tribunal to disclose or give evidence;

 

(e) disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or

 

(f) making any other disclosure as required by law, including, for the avoidance of doubt, applicable securities regulations.

 

9.7 Where section 111A of the Employment Rights Act 1996 applies and in the event that you bring any Proceedings, the Company reserves the right to refer to evidence relating to the offer of this Agreement (whether or not executed) on any question as to costs or expenses.

 

10. Company Property

 

10.1 You warrant that all property belonging to the Company or any other Group Company which is or was in your possession or under your control will be returned to the Company in good working order no later than 7 July 2025.

 

10.2 You confirm that you have irretrievably deleted any information relating to the business of the Company and/or any other Group Company (and all matter derived from such information), including but not limited to Confidential Information, that is stored on any computer or storage media or otherwise in any electronic, digital or cloud form outside of the premises of the Company and which is or was in your possession, custody or control and shall produce such evidence of having done so as the Company may request and/or allow the Company to inspect any such computer or other device.

 

11. Continuing Obligations

 

11.1 You remain bound by any obligations within the Employment Contract and/or any other contractual agreement between you and a Group Company that are intended to continue to apply to you beyond termination of employment. For the avoidance of doubt, this includes the confidential information provisions in the Employment Contract.

 

11.2 You undertake that you will not, following the Termination Date, hold yourself out or permit yourself to be held out as being employed by the Company and/or any other Group Company or otherwise representing or speaking on behalf of the Company.

 

 


 

11.3 Further, in consideration for the Accelerated Options you covenant with the Company that you will not for a period of 6 months following the Termination Date in the course of any business concern which is in competition with any Restricted Business:

 

(a) offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company or any Restricted Person; or

 

(b) employ or engage or otherwise facilitate the employment or engagement of any Restricted Person,

 

whether or not such person would be in breach of contract as a result of any such employment or engagement.

 

12. Reference and Communication

 

12.1 Subject to the provisions of this clause 12, the Company will provide directly to any prospective employer, upon receipt of a written request to do so, sent to Lindsey McClelland Lindsey.McClelland@zurabio.com (or to such other person as the Company may nominate from time to time), a written reference setting out your name, job title and dates of employment only.

 

12.2 The Company reserves the right to make such disclosures concerning you as required by law or to comply with any regulatory requirements.

 

12.3 The Parties agree that within 4 working days of completion of this Agreement, the Company will issue a press release which you will have had the opportunity to review and comment on prior to its release.

 

13. Reaffirmation

 

13.1 On or within seven days following the Termination Date, you shall sign and date the Reaffirmation Letter in the form set out in Schedule 4 and shall ensure that the Adviser (or another relevant independent adviser within the meaning of the legislation set out at clause 14.2) signs and dates the relevant further section in the certificate set out in Schedule 1 in respect of advising on the Reaffirmation Letter.

 

13.2 The Company’s obligations under this Agreement are conditional on the Company receiving the letters referred to in clause 13.1 duly signed and dated on or within seven days of the Termination Date.

 

14. Legal Advice

 

14.1 You confirm that:

 

(a) you have received independent legal advice from the Adviser as to the terms and effect of this Agreement, including in particular its effect on your ability to pursue any claim before an Employment Tribunal;

 

(b) before receiving the advice, you disclosed to the Adviser all facts and circumstances that may give rise to a claim by you against the Company, any other Group Company and/or any of its or their shareholders, directors, officers, consultants, agents, representatives, employees or workers; and

 

 


 

(c) the Adviser has confirmed to you that they are a solicitor holding a current practising certificate and advised you that there was in force, when the Adviser gave the advice referred to in paragraph (a), a policy of insurance covering the risk of a claim by you in respect of loss arising in consequence of the advice.

 

14.2 It is agreed that the conditions regulating settlement agreements under section 147 of the Equality Act 2010, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 and section 58 of the Pensions Act 2008 have been satisfied.

 

14.3 By signing and delivering on or around the date of this Agreement a certificate in the form at Schedule 1 to this Agreement, the Adviser confirms that they have given to you the advice referred to in clause 14.1 and that the conditions regulating settlement agreements, which are referred to in clause 14.2, have been satisfied. The Adviser further confirms that they are a qualified solicitor holding a current practising certificate and are independent of the Company and/or any other Group Company for whom they have not acted and have no current expectation of activity. At the time that the Adviser gave the advice referred to in clause 14.1, the Adviser further confirms that there was in force a contract of insurance covering the risk of a claim by you in respect of any loss arising in consequence of that advice.

 

15. Warranties

 

15.1 You warrant that as at the date of this Agreement you are not aware of any facts, matters or circumstances that could give rise to:

 

(a) any claim for personal injury by you against the Company or any other Group Company and that there are no such claims pending at the date of this Agreement; or

 

(b) a complaint to the Pensions Regulator or any other dispute between you and the Company or any other Group Company and/or the pension trustees in respect of your pension rights.

 

15.2 You warrant, as a strict condition of this Agreement, that as at the date of this Agreement:

 

(a) there are no facts or circumstances of which you are aware or of which you ought reasonably to be aware which would amount to a repudiatory breach by you of any express or implied term of the Employment Contract which would or would have entitled the Company to terminate your employment without notice or pay in lieu of notice; and

 

 


 

(b) neither you nor anyone acting on your behalf has issued proceedings against the Company, any other Group Company and/or any of its or their shareholders, directors, officers, consultants, agents, employees or workers in the Employment Tribunal, High Court or County Court or any other forum in respect of any claim in connection with your employment or its termination and that neither you nor anyone acting on your behalf will present such an application or claim,

 

and any payments or benefits pursuant to this Agreement are subject to and conditional upon each of the above being so.

 

15.3 You warrant that you will not submit any grievances to (and that you have no present intention of making a data subject access request to) the Company and/or any other Group Company in relation to your employment and/or the termination of your employment. You further relinquish and agree not to pursue any grievance which may have been raised by you and/or any data subject access request made by you that is outstanding as at the date of this Agreement and that all such grievances and/or requests shall be deemed to have been withdrawn by you as at the date of this Agreement.

 

16. Third Parties and Variation

 

16.1 Save for any Group Company or any shareholder, director, officer, employee, worker, consultant or agent of any Group Company, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to it.

 

16.2 No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties.

 

16.3 Pursuant to Section 2(3)(a) Contracts (Rights of Third Parties) Act 1999, the Parties, in accordance with clause 16.1, may without limit or restriction and without the consent of any third party:

 

(a) vary this Agreement or any provision of it which may be enforced by any third party or otherwise amend this Agreement in such a way as to extinguish or alter any third party's entitlement under any such provisions; and/or

 

(b) rescind this Agreement.

 

17. Counterparts

 

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

 

18. Entire Agreement and Conflicts

 

18.1 This Agreement sets out the entire agreement and understanding between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations, understandings or arrangements (whether oral or written) in respect of the subject matter of this Agreement.

 

 


 

18.2 You acknowledge that you have entered into this Agreement in reliance only on the representations, warranties and promises specifically contained or incorporated in this Agreement and, save as expressly set out in this Agreement, neither the Company, nor any other Group Company nor any of its or their shareholders, directors, employees, officers, consultants, representatives, workers or agents shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.

 

19. Severability

 

The unenforceability of any provision of this Agreement shall not affect the enforceability of all remaining provisions. It is agreed that each obligation under this Agreement is separate and severable and any such unenforceable provision shall not be deemed to be part of this Agreement.

 

20. Jurisdiction and Governing Law

 

This Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and each of the parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

 

21. Effective Date

 

This Agreement will come into effect on the date of the last party's signature on which date the "without prejudice and subject to contract" nature of this Agreement will cease to apply.

 

This Agreement has been signed by the Parties on the date appearing at the head of page 1 to signify their agreement to its terms.

 

 


 

SCHEDULE 1 [ADVISER'S CERTIFICATE]

 

 


 

SCHEDULE 2 [THE OPTIONS]

 

 


 

SCHEDULE 3 [CLAIMS]

 

 


 

SCHEDULE 4 [REAFFIRMATION LETTER]

 

 


  

 

Signed by Verender Badial

 

 

 

Date:

/s/ Verender Badial

 

 

 

25/06/2025

   
   

Signed by Kim Davis

 

for and on behalf of
Zura Bio Limited

 

Date:

/s/ Kim Davis

 

 

 

 

June 27, 2025

 

 

 

 

 

EX-99.1 4 tm2519325d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Zura Bio Announces Chief Financial Officer Transition

 

HENDERSON, NV - (BUSINESS WIRE) – July 1, 2025 - Zura Bio Limited (Nasdaq: ZURA) (“Zura Bio”), a clinical-stage, multi-asset immunology company developing novel dual-pathway antibodies for a range of autoimmune and inflammatory diseases, today announced the appointment of Eric Hyllengren as Chief Financial Officer, effective July 7, 2025. He will succeed Verender Badial, who will step down from the role and remain with the company as a non-executive employee through July 31, 2025, to support a seamless transition.

 

Mr. Badial joined Zura Bio in March 2023, at the time of its business combination with JATT Acquisition Corporation. He led the development of Zura Bio’s internal financial and operational systems, contributed to shaping its financial strategy, and participated in capital-raising efforts that supported the company’s early growth.

 

Mr. Hyllengren brings over 20 years of financial leadership experience in the life sciences and biotechnology sectors. He most recently served as Chief Operating Officer and Chief Financial Officer at Atara Biotherapeutics, where he led strategic finance, capital markets, operational planning, investor relations, controllership, business development, alliance management, legal, and information technology. At Atara, he played a key role in advancing capital strategy, driving cost transformation, and supporting organizational design. He previously spent 15 years at Amgen in roles spanning corporate finance, investor relations, business development, and alliance management, supporting global operations and long-range planning. His broad experience is expected to support Zura Bio’s ongoing growth and operational execution.

 

“I am excited to welcome Eric to our leadership team,” said Robert Lisicki, Chief Executive Officer of Zura Bio. “His broad financial expertise, combined with deep sector experience, makes him a strong strategic partner. We’re confident he will elevate our leadership team and continue building the strong relationships we’ve established with our stakeholders as we pursue our long-term goals.”

 

Mr. Lisicki added, “On behalf of the Board, we thank Verender for his contributions and wish him well in his future endeavors.”

 

Mr. Badial commented, “Being part of Zura Bio’s mission has been both rewarding and meaningful. I am proud of what we’ve accomplished and grateful to have worked alongside such talented and dedicated colleagues. I look forward to supporting a smooth transition.”

 

 


 

ABOUT ZURA BIO

 

Zura Bio is a clinical-stage, multi-asset immunology company developing novel dual-pathway antibodies for a range of autoimmune and inflammatory diseases. The Company’s pipeline includes dual-pathway product candidates designed to target key mechanisms of immune system imbalance, with the goal of improving efficacy, safety, and dosing convenience for patients.

 

Zura Bio’s lead product candidate, tibulizumab (ZB-106), is currently being evaluated in two separate Phase 2 clinical studies in adults, including TibuSURE for systemic sclerosis and TibuSHIELD for hidradenitis suppurativa. Additional product candidates, crebankitug (ZB-168) and torudokimab (ZB-880), have completed Phase 1/1b studies and are being evaluated for their potential across a range of autoimmune and inflammatory conditions.

 

For more information, please visit www.zurabio.com.

 

FORWARD-LOOKING STATEMENTS

 

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,” “seek,” “outlook,” “goal,” “mission,” and similar expressions are intended to identify such forward-looking statements. 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 that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements in this release include, but are not limited to, statements regarding: the anticipated transition of the company’s Chief Financial Officer, building the company’s relationships, the company’s long-term goals; and expectations with respect to Zura Bio’s development program. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

 

Actual events are difficult or impossible to predict and could differ materially from those expressed or implied in such forward-looking statements, as a result of these risks and uncertainties, which include factors set forth in documents filed, or to be filed by Zura Bio, with the Securities and Exchange Commission (SEC), including the risks and uncertainties described in the “Risk Factors” section of Zura Bio's Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and other filings with the SEC. Zura Bio cautions that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Zura Bio gives no assurance that it will achieve its expectations. Zura Bio does not undertake or accept any obligation to update any forward-looking statements, except as required by law.

 

CONTACT

 

Megan K. Weinshank

Head of Corporate Affairs

ir@zurabio.com