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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

 

January 20, 2026

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Executive Officer

 

On January 20, 2026, Robert Lisicki notified the Board of Directors (the “Board”) of Zura Bio Limited (the “Company”) that he was resigning as the Company’s Chief Executive Officer, principal executive officer and member of the Board, effective as of January 21, 2026 (the “Effective Date”). As previously disclosed, on October 8, 2025, Mr. Lisicki informed the Company that he was taking a medical leave of absence, effective October 10, 2025. Accordingly, effective October 10, 2025, the Board appointed Kim Davis, the Company’s Chief Operating Officer, Chief Legal Officer and Corporate Secretary, to serve as the Company’s interim Chief Executive Officer and interim principal executive officer, in addition to her existing roles.

 

On January 21, 2026, the Company and Mr. Lisicki entered into a separation agreement (the “Separation Agreement”), pursuant to which Mr. Lisicki will remain a non-executive employee of the Company through March 31, 2026 (the “Resignation Date”) and will be eligible to receive transition compensation in an amount equal to $72,000 (on an annualized basis) (the “Transition Compensation”). Pursuant to the terms of the Separation Agreement, Mr. Lisicki is not eligible for a bonus for fiscal years 2025 or 2026, and vesting in Mr. Lisicki’s stock options ceased on the Effective Date. Under the Separation Agreement, following the Resignation Date, Mr. Lisicki will also receive: (i) a lump-sum severance payment in an amount equal to twelve months of his base salary, as in effect immediately prior to the Effective Date, reduced by the amount of Transition Compensation received, and (ii) the full COBRA premium to continue his insurance in effect for himself and his dependents until the earliest of (a) nine months after the Resignation Date; (b) the expiration of his eligibility for the continuation coverage under COBRA; or (c) the date he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

 

Additionally, the Separation Agreement provides for an extension of the post-termination exercise period for Mr. Lisicki’s outstanding vested stock options to the earlier of (i) twelve months following the Resignation Date or (ii) the applicable expiration date of the applicable stock option. The Separation Agreement also provides for accelerated vesting of 25% of the shares underlying the option granted to Mr. Lisicki on February 27, 2025 as of the Effective Date, which shares were originally scheduled to vest on February 27, 2026, subject to specified lock-up restrictions. All other unvested options outstanding as of the Effective Date were immediately forfeited.

 

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

 

The foregoing description of the Separation 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 Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Appointment of Chief Executive Officer

 

On January 21, 2026, the Board, upon the recommendation of the nominating and governance committee of the Board, appointed Dr. Sandeep Kulkarni, a current director on the Board, as the Company’s Chief Executive Officer and principal executive officer, effective as of the Effective Date. Dr. Kulkarni will also continue serving as a director on the Board. Jennifer Jarrett replaced Dr. Kulkarni as a member of the audit committee of the Board, effective as of the Effective Date. Also on the Effective Date, Ms. Davis stepped down as interim Chief Executive Officer and interim principal executive officer and will continue with the Company in her roles as Chief Operating Officer, Chief Legal Officer and Corporate Secretary.

 

In connection with the appointment of Dr. Kulkarni as Chief Executive Officer, the Company entered into an offer letter with Dr. Kulkarni on January 21, 2026 (the “Offer Letter”). The Offer Letter provides for Dr. Kulkarni’s at-will employment as the Company’s Chief Executive Officer. Pursuant to the Offer Letter, Dr. Kulkarni will receive an annual base salary of $655,000 per year. Dr. Kulkarni will also be eligible to receive a discretionary annual cash bonus with a target amount equal to 55% 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.

 

 


 

Pursuant to the Offer Letter, the Board also granted to Dr. Kulkarni the following equity awards, each effective as of the Effective Date with an exercise price equal to the closing price per share of the Company’s Class A ordinary shares on the Effective Date. The equity awards were granted pursuant to and subject to the terms and conditions of the Company’s 2023 Equity Incentive Plan:

 

· an option to purchase 2,934,107 Class A ordinary shares (the “New-Hire Option Award”). The New-Hire Option Award will vest over four 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 Dr. Kulkarni’s continued service through each vesting date; and

 

· an option to purchase 505,881 Class A ordinary shares of the Company (the “Performance Option Award”). The Performance Option Award will vest in full on the first date upon which both of the following performance goals are achieved, subject to Dr. Kulkarni’s continued service through such date: (a) the Company’s completion of an equity raise above a specified amount prior to a specified date, and (b) the volume-weighted average price of a Class A ordinary share of the Company equals or exceeds a specified price over a period of 30 consecutive trading days, prior to December 31, 2030.

 

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 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Biographical and other information for Dr. Kulkarni is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2025 and is incorporated herein by reference. Dr. Kulkarni is not party to any arrangement or understanding 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. There are no family relationships between Dr. Kulkarni and any of the Company’s directors or executive officers.

 

Director Appointment

 

On January 21, 2026, the Board appointed Parvinder Thiara as a director, effective January 23, 2026. Mr. Thiara will continue as a director until the next annual general meeting of shareholders or until his successor has been elected and qualified, or, if sooner, until his earlier death, resignation or removal.

 

Mr. Thiara previously served as a member of our Board from June 2022 to May 2025. Mr. Thiara founded Athanor Capital in 2017, a New York-based hedge fund manager, and currently serves as its Chief Investment Officer. Mr. Thiara has also served as a member of Tourmaline Bio, Inc.’s board of directors from September 2022 to October 2025. Previously, Mr. Thiara held various roles at D.E. Shaw & Co., including most recently as a Senior Vice President. Mr. Thiara earned a B.A. degree in Chemistry from Harvard College and an M.Sc. degree in Theoretical Chemistry from Oxford University as a Rhodes Scholar.

 

Pursuant to the Company’s Non-Employee Director Compensation Policy, Mr. Thiara will be entitled to receive an annual cash retainer for service as a director in the amount of $40,000, prorated based on days served. In addition, on January 23, 2026, Mr. Thiara will receive an initial grant of stock options pursuant to the Company’s 2023 Equity Incentive Plan (the “Initial Option Grant”) to purchase the lesser of (i) 51,000 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) and (ii) the maximum number of Class A Ordinary Shares that would result in the option having an option value of not more than $200,000 (the “Initial Option Grant”). The Initial Option Grant will vest in a series of twelve successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Initial Option Grant will vest as of the day immediately preceding the next Annual Meeting, subject to his continuous service through each vesting date.

 

 


 

Pursuant to the Non-Employee Director Compensation Policy, Mr. Thiara will also be entitled to receive on the date of each annual general meeting of shareholders following which he continues to serve as non-employee director, a grant of a stock option to purchase the lesser of (i) 51,000 Class A Ordinary Shares and (ii) the maximum number of Class A Ordinary Shares that would result in the option having an option value of not more than $200,000 (the “Annual Option Grant”). Each Annual Option Grant will vest in a series of twelve successive substantially equal monthly installments over the one-year period measured from the date of grant; provided, that any remaining unvested portion of the Annual Option Grant will vest as of the day immediately preceding the next annual general meeting. The first Annual Option Grant Mr. Thiara will be entitled to receive will be prorated as follows: the number of shares underlying each Annual Option Grant shall be multiplied by a fraction, the numerator of which is the number of days between commencement of service as a non-employee director and the 2026 annual general meeting, and the denominator of which is 365.

 

There are no arrangements or understandings between Mr. Thiara and any other person pursuant to which he was elected as a director. Mr. Thiara does not have any family relationships with any of the Company’s directors or executive officers.

 

Related Party Transactions

 

Mr. Thiara is a director of Athanor Capital. On December 29, 2025, Athanor Capital and the Company entered into a letter agreement, which was previously disclosed on a Current Report on Form 8-K filed with the SEC on January 2, 2026 (the “Current Report”). The description of the agreement with Athanor Capital previously included in the Current Report is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On January 21, 2026, the Company issued a press release with respect to the management transition 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 Current Report on Form 8-K.

 

The information furnished under this Item 7.01 (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed incorporated by reference into any other filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1+ Separation Agreement, by and between the Company and Robert Lisicki, dated January 21, 2026
10.2+* Offer Letter with Sandeep Kulkarni, dated January 21, 2026
99.1 Press Release, dated January 21, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+ Indicates management contract or compensatory plan.

 

* Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because the Company has determined that the information is both not material and is the type that the Company treats as private or confidential. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of the exhibit.

 

 


 

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: January 23, 2026 By: /s/ Kim Davis
    Kim Davis
    Chief Operating Officer, Chief Legal Officer and Corporate Secretary

 

 

 

EX-10.1 2 tm263758d1_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

Discussion Draft

 

January 21, 2026

 

Robert Lisicki

Via Email

 

Re: Separation Agreement

 

Dear Rob:

 

This letter sets forth the substance of the transition agreement (the “Agreement”) which Zura Bio Limited (the “Company”) is offering to you to aid in your employment transition.

 

1.             Resignation. You have tendered notice of your resignation from employment with the Company and the Company has accepted your resignation effective as of March 31, 2026, and your last day of work with the Company and your employment termination date will be on March 31, 2026 (the “Resignation Date”). You also hereby resign, effective as of January 21, 2026 (the “CEO And Board Resignation Date”) as the Company’s Chief Executive Officer and from your position on the Company’s Board of Directors (the “Board”), including any committee thereof, your position as an officer of the Company, and any other position or role you hold with the Company or any of its subsidiaries or affiliates. You also agree to submit such documentation as the Board may require to confirm your resignation from these capacities. Between the date of this letter and the Resignation Date (the “Transition Period”), your employment will continue in the capacity of a non-executive employee, your benefits eligibility will remain the same as prior to the CEO And Board Resignation Date, and you will be eligible to receive transition compensation (the “Transition Compensation”) in an amount equal to $72,000 (on an annualized basis), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s standard payroll practices. During the Transition Period, you agree to assist the Company with the orderly transition of your job duties and internal and external relationships as reasonably requested. The Company has no present intention of terminating your employment prior to end of the Transition Period unless the Board determines, in its sole discretion, that you have engaged in Cause as defined in that certain Employment Agreement between you and the Company dated as of January 3, 2024 (the “Employment Agreement”). You acknowledge that you will not be eligible for any bonus in respect of 2025 or 2026 and that, as set forth in Section 5 below and notwithstanding anything to the contrary in the Equity Award Documents (as defined in Section 5 below), vesting of the Options (as defined in Section 5 below) will cease on the CEO And Board Resignation Date.

 

2.             Accrued Transition Compensation. On the next regular payroll date following the Resignation Date, the Company will pay you all accrued Transition Compensation earned through the Resignation Date, subject to standard payroll deductions and withholdings. You will receive this payment regardless of whether or not you sign this Agreement.

 

 


 

3.             Severance Benefits. If you (a) execute this Agreement within seven (7) days after receiving it, and abide by its terms; and (b) execute the Updated Release of Claims attached to this Agreement as Exhibit A and made a part of this Agreement (the “Updated Release”) by three (3) days after the Resignation Date, but in no case earlier than the Resignation Date, (collectively, the “Severance Preconditions”), the Company will provide you with the following Severance Benefits (the “Severance Benefits”):

 

(a)            Severance. The Company will pay you severance (the “Severance”) in an amount equal to twelve (12) months of your base salary in effect as of immediately prior to the CEO And Board Resignation Date, reduced by the amount of Transition Compensation you received pursuant to this Agreement, subject to standard payroll deductions and withholdings. The Severance will be paid in a lump sum on the Company’s first regular payroll date which occurs at least eight (8) business days following the Effective Date of the Updated Release (as defined in the Updated Release).

 

(b)            COBRA Premiums. If you timely elect continued coverage under COBRA in the Company’s group health plans, then, as an additional Severance Benefit, the Company will pay the full COBRA premium to continue your coverage (including coverage for eligible dependents, if applicable) in effect for yourself (and your eligible dependents, if applicable) until the earliest of: (A) nine (9) months after the Resignation Date; (B) the expiration of your eligibility for the continuation coverage under COBRA; or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the Resignation Date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then provided you remain eligible for reimbursement in accordance with this Section 3(b), in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period. You may, but are not obligated to, use the Company’s COBRA reimbursement payment toward medical expenses. If you become eligible for coverage under another employer’s group health plan through self-employment or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause will cease.

 

(c)            Exercise Period Extension. As an additional Severance Benefit, the Company will modify the post-termination exercise period applicable to your Options (as defined below), as described in Section 5 below.

 

(d)            Partial Option Acceleration. As an additional Severance Benefit, as of the Resignation Date, the Company will accelerate the vesting and exercisability of 288,250 Class A ordinary shares of the Company subject to the Option that was awarded to you on February 27, 2025 (the “Accelerated Option”), provided that 144,125 Class A ordinary shares are subject to a 6-month lock-up and 144,125 Class A ordinary shares are subject to a 12-month lock-up, in each case pursuant to a lock-up agreement to be entered into by the parties.

 

 


 

4.             Benefit Plans. If you are currently participating in the Company’s group health insurance plans, including medical, dental, and/or vision plans, your participation as an employee will end on the last day of the month in which your Resignation Date occurs. Thereafter, to the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense, with the potential for certain payments to be paid by the Company as described in Section 3(b) above.

 

Deductions for the 401(k) Plan will end with your last regular paycheck. You will receive information by mail concerning 401(k) plan rollover procedures should you be a participant in this program.

 

5.             Stock Options. You were granted certain options to purchase Class A ordinary shares of the Company (the “Options”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”) and your applicable stock option agreements (together the “Equity Award Documents”). Vesting of your outstanding Options will cease as of the CEO And Board Resignation Date, notwithstanding anything to the contrary in the Equity Award Documents; provided, that as described in Section 3(d), the Accelerated Option will vest and become exercisable as of the Resignation Date. Any Options that you currently hold shall continue to be governed by the terms of the Equity Award Documents, and you shall be entitled to exercise any and all Options that are vested and outstanding as of the CEO And Board Resignation Date (and the Accelerated Option) in accordance with the terms of the Plan and applicable award agreement(s). No additional consent, approval, or discretionary action by the Company shall be required for you to exercise such vested Options; provided that you comply with applicable Plan terms, brokerage procedures, and governing law. Notwithstanding the foregoing, as an additional Severance Benefit, and subject to your satisfaction of the Severance Preconditions, the Company has agreed to modify the post-termination exercise period applicable to all of your Options to provide that (a) the portion of your Options that is outstanding and vested as of the CEO And Board Resignation Date and (b) the Accelerated Option will remain outstanding and exercisable for twelve (12) months following the Resignation Date (subject to the terms of the relevant Equity Award Documents). All Options that are outstanding and vested as of the CEO And Board Resignation Date, and the Accelerated Option, are set forth on Exhibit B hereto. You acknowledge that the Company maintains an operational and administrative role in connection with your ability to exercise equity awards through the Company’s designated third-party brokerage or equity administration provider, which may include confirming vesting status, facilitating transaction processing, and transmitting required information to such provider. You further acknowledge that the Company does not control, and shall not be responsible for, the actions or omissions of any third-party brokerage or for your individual trading decisions. Nothing in this Agreement is intended to amend or modify the terms of any applicable equity incentive plan, award agreement, or brokerage agreement, except as expressly set forth herein.

 

6.             Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance, commissions, bonuses or benefits after the Resignation Date. You further acknowledge and agree that the Company’s provision of the Severance Benefits set forth above fully satisfies any severance obligations the Company may have under your Employment Agreement or any other agreement between you and the Company.

 

 


 

7.             Expense Reimbursements. You agree that, within ten (10) days of the Resignation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Resignation Date, if any, for which you seek reimbursement. The Company will reimburse you for reasonable business expenses pursuant to its regular business practice.

 

8.             Return of Company Property. Within five (5) business days following the Resignation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). Notwithstanding the foregoing, you agree to continue to comply with any existing obligation to preserve and retain documentation or information pursuant to any document preservation notice. Please coordinate return of Company property with Lindsey McClelland, Head of People and Culture. Receipt of the Severance Benefits described in Section 3 of this Agreement is expressly conditioned upon return of all Company property.

 

9.           Proprietary Information and Post-Resignation Obligations. Both during and after your employment you acknowledge your continuing obligations under the Company’s applicable policies as well as under Sections 6, 7, 8, 9, 10, 11 and 12 of your Employment Agreement (attached hereto as Exhibit C), not to use or disclose any confidential or proprietary information of the Company and to refrain from certain other activities. If you have any questions regarding these continuing obligations to the Company, you should contact Lindsey McClelland, Head of People and Culture, immediately. As you know, the Company will enforce its contract rights. Confidential information that is also a “trade secret,” as defined by law, may be disclosed (A) if it is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.

 

10.           Mutual Non-Disparagement. Both you and the Company agree not to disparage the other party, and the other party’s attorneys, directors, managers, partners, employees, agents and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both parties may respond accurately and fully to any question, inquiry or request for information when required by legal process. The Company’s obligation under this Section 10 is limited to Company representatives with knowledge of this provision. Notwithstanding the foregoing, nothing in this Agreement shall limit your right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of your employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act.

 

 


 

11.          Cooperation after Resignation Date. You agree to cooperate fully with the Company in all matters relating to the transition of your work and responsibilities on behalf of the Company, including, but not limited to, any present, prior or subsequent relationships and the orderly transfer of any such work and institutional knowledge to such other persons as may be designated by the Company, by making yourself reasonably available during regular business hours. During and after the Severance Period, you also agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period of your employment by the Company. Such cooperation includes, without limitation, continuing to cooperate with any obligation to preserve and retain documentation and information pursuant to any document preservation notice and making yourself available to the Company upon reasonable notice, without subpoena, to provide complete, truthful and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.

 

12.          Release.

 

(a)           General Release of Claims. In exchange for the consideration provided to you under this Agreement to which you would not otherwise be entitled, you hereby generally and completely release the Company, and its affiliated, related, parent and subsidiary entities, and its and their current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (the “Company Parties”) from any and all claims, liabilities, demands, causes of action, and obligations, both known and unknown, arising from or in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement.

 

(b)           Scope of Release. This general release includes, but is not limited to: (i) all claims arising from or in any way related to your employment with the Company or the termination of that employment; (ii) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, Severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company (including any claims pursuant to any applicable Company severance plan or policy or pursuant to your Employment Agreement); (iii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act, as amended (“ADEA”), the Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act; the Virginia Minimum Wage Act, the Virginia Wage Payment and Collection Act, the Fairfax Human Rights Ordinance, the Human Rights Code of the City of Alexandria, the Arlington Human Rights Ordinance, the Arlington County Code, the Virginia Workers’ Compensation Law, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Fraud Against Taxpayers Act, the Virginia Right-to-Work Law, the Virginia Prevention of Employment Law, and the Virginia law regarding payment of medical examination, all as amended.

 

 


 

(c)             Exceptions. Notwithstanding the foregoing, you are not releasing the Company hereby from: (i) any claims that may arise from events that occur after the date this waiver is executed; (ii) any existing obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors and officers liability insurance; (iii) any claims that cannot be waived by law, including, without limitation, any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or participate in an investigative proceeding of any federal, state, or local government agency; or (iv) any claims for breach of this Agreement.

 

(d)             Protected Rights. You understand that nothing in this Agreement has limited, currently limits, or shall limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement is not intended to and has not limited, does not currently limit, and shall not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to the maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment, or discrimination or any other conduct that you have reason to believe is unlawful. In addition, and for the avoidance of doubt, the disclosure of the underlying facts of any alleged discriminatory or unfair labor practice by the Company shall not constitute disparagement of the Company prohibited by this Agreement. Additionally, nothing in this Agreement waives any rights you may have under Section 7 of the National Labor Relations Act (subject to the release of claims set forth herein).

 

13.             Your Acknowledgments and Affirmations. You acknowledge and agree that (i) the consideration given to you in exchange for the waiver and release in this Agreement is in addition to anything of value to which you were already entitled; and (ii) that you have been paid for all time worked, have received all the leave, leaves of absence and leave benefits and protections for which you are eligible, and have not suffered any on-the-job injury for which you have not already filed a claim. You affirm that all of the decisions of the Company Parties regarding your pay and benefits through the date of your execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. You affirm that you will not voluntarily (except in response to legal compulsion or as permitted in Section 12 above) assist any person in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against any of the Company Parties. You further affirm that you have no known workplace injuries or occupational diseases. You acknowledge and affirm that you have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act, or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law.

 

 


 

14.             No Admission. This Agreement does not constitute an admission by the Company of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.

 

15.             Breach. You agree that upon any breach of this Agreement you will forfeit all amounts paid or owing to you under this Agreement. Further, you acknowledge that it may be impossible to assess the damages caused by your violation of the terms of Sections 8, 9, and 10 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement will constitute immediate and irreparable injury to the Company. You therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement. You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorneys’ fees, incurred by the Company in enforcing the terms of this Agreement.

 

16.             Tax Provisions. All payments and benefits under this Agreement (including, without limitation, the Transition Compensation and the Severance Benefits) will be subject to applicable withholding for federal, state, foreign, provincial and local taxes. It is intended that all of the benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, an exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder (“Section 409A”) and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement will be construed in a manner that complies with Section 409A, and any ambiguities herein shall be interpreted accordingly. Specifically, the severance benefits under this Agreement are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9) and each installment of severance benefits, if any, is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i).

 

17.             Miscellaneous. This Agreement, including Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly-authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Virginia as applied to contracts made and to be performed entirely within Virginia.

 

If this Agreement is acceptable to you, please sign below and return it to me on or before the date that is seven (7) days after you receive this Agreement. The Company’s offer of continued employment and Severance Benefits contained herein will automatically expire if you do not sign and return the fully signed Agreement within this timeframe.

 

I wish you good luck in your future endeavors.

 

 


 

Sincerely,

 

Zura Bio Limited  
     
By:

/s/ Kim Davis

 
 

Kim Davis

 
 

Chief Operating Officer, Chief Legal Officer and Corporate Secretary

 

 

I have read, understand and agree fully to the foregoing Agreement. I understand that this Agreement includes a release of all known and unknown claims, even those unknown claims that, if known by me, would affect my decision to accept this Agreement.

 

/s/ Robert Lisicki  
Robert Lisicki  

 

1/20/2026  
Date  

 

Exhibit A – Updated Release

 

Exhibit B – Outstanding Options

 

Exhibit C – Sections 6-12 of Employment Agreement

 

 


 

Exhibit A

 

UPDATED RELEASE OF CLAIMS

 

 


 

Exhibit B

 

Outstanding Options As of CEO And Board Resignation Date

 

 


 

Exhibit C

 

Sections 6-12 of Employment Agreement

 

 

 

EX-10.2 3 tm263758d1_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT NORMALLY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE IDENTIFIED AS [***].

 

 

January 21, 2026

 

Via E-Mail

Sandeep Kulkarni, MD

[***]

 

Dear Sandeep,

 

Congratulations! I am delighted to make you an offer for the full-time position of Chief Executive Officer for Zura Bio Limited and the Zura Bio Group of companies (including Zura Bio Inc., a subsidiary of Zura Bio Limited, together with its affiliated companies (the “Company”)) reporting to the Company’s Board of Directors (the “Board”), with such offer subject in all respects to the authorization and approval of the Board. Your anticipated start date is January 21, 2026, subject to final Board approval. While you will primarily provide services from your home in Florida, you may be required to engage in occasional travel in accordance with the needs of the business. While the Company is remote based, we think it is important to stay connected.

 

The terms of our offer, subject to final approval by 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, such position, as well as those duties as may be assigned to you from time to time by the Board and which may relate to the business of the Company and/or of Zura Bio Group. If you join the Company as Chief Executive Officer, you agree to abide by the rules, regulations, instructions, personnel practices, policies and procedures of the Company and Zura Bio Group and any changes therein which may be adopted from time to time. You will be expected to devote your time and effort to the business and affairs of the Company and/or Zura Bio Group to the extent necessary to fully perform your duties. You will be expected to employ your best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with your duties and responsibilities hereunder; provided, however, that you may manage your personal investments and affairs and participate in non-profit, educational, community or philanthropic activities, in each case to the extent that such activities (individually or in the aggregate) do not materially interfere with the performance of your duties and are not in conflict with, or pose a potential conflict with, the reasonable business interests of the Company, or otherwise compete with the Company. During your employment with the Company, you may provide services to (or join the board of directors of) either (x) non-profit, educational or community boards; or (y) such other entity that is engaged in for-profit business that is not related to or is not in the same industry in which the Company engages in business at the time of such engagement without the Board’s advance approval, so long as such arrangement will not otherwise violate the terms of your employment or the practices, policies and procedures of the Company.  You agree to obtain the Board’s approval in advance prior to providing services to (or joining the board of directors of) any entity that is engaged in for-profit business that is related to or in the same industry in which the Company engages in business at the time of such proposed engagement.  For avoidance of doubt, you may not accept employment with any other entity during your employment with the Company pursuant to this offer letter.

 

Board Service

 

You are currently a member of the Board, and your continued service as a member of the Board shall be for no additional compensation.

 

1


 

Base Salary, Annual Bonus, and Other Considerations

 

The Company will pay you an annualized base salary of $655,000 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 an annual discretionary bonus, with a target bonus amount of 55% of your annual base salary (the “Annual Bonus”). The amount of the Annual Bonus, if any, will be determined at the sole discretion of the Board and based, in part, on your performance and the performance of the Company. The Annual 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.

 

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.

 

Equity Grants

 

Subject to approval by the Board and the Compensation Committee thereof, you will receive the following equity awards, in each case, also subject to (i) the terms and conditions of an equity incentive plan maintained by the Company and equity award agreements thereunder (including applicable vesting criteria) and (ii) your acceptance and signing of each such equity award agreement:

 

· As soon as practicable following your employment start date, you will receive an option to purchase 2,934,107 Class A ordinary shares of the Company (the “New-Hire Option Award”) to be vested over 4 years, with 25% vesting on the first anniversary of the applicable vesting commencement date and the remainder vesting quarterly thereafter, as set forth in the equity award agreement governing the New-Hire Option Award and subject to your continued employment with the Company through each applicable vesting date.

 

· As soon as practicable following your employment start date, you will receive an option to purchase 505,881 Class A ordinary shares of the Company, vesting in full on the first date upon which both of the following performance goals are achieved, subject to your continued employment as CEO with the Company through such date (the “Performance Option Award”): (a) the Company’s completion of a [***] equity capital raise prior to [***], and (b) the volume-weighted average price of a Class A ordinary share of the Company equals or exceeds [***] over a period of 30 consecutive trading days, prior to December 31, 2030, as set forth in the equity award agreement governing the Performance Option Award.

 

· If and when the Board determines to approve 2026 annual equity awards for members of the Company’s management team, you will be eligible to receive an annual award, alongside all other employees, consistent with the philosophy utilized for other senior management (the “2026 Annual Option Award”). To the extent granted, the 2026 Annual Option Award will be subject to such terms and conditions, including vesting and forfeiture provisions, as determined in the Board’s sole discretion.

 

· In the event of a Change in Control, as that term is defined in the applicable equity plan, the New-Hire Option Award, the Performance Option Award, and the 2026 Annual Option Award will be subject to the terms applicable to a Change in Control as set forth in the applicable equity plan.

 

Nondisclosure and Developments

 

The Company is considering 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. You should be extremely careful not to bring to the Company any documents or other materials in tangible form belonging to or acquired from any current or prior employer. By signing this offer 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.

 

2


 

As a condition of employment at the Company, on your start date, you will be required to sign the Company’s Employee Confidential Information & Inventions Agreement (“CIIA”), in which you agree, among other things, not to disclose to the Company or use in your employment with the Company any confidential or proprietary information or trade secrets of any current or prior employer.

 

At-Will Employment

 

This offer letter is not a contract of employment for any specific or minimum term and the employment the Company is considering offering you is terminable at will. This means that our employment relationship will be 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. You will be eligible to participate in the Company’s Executive Severance Benefit Plan (the “Severance Plan”) under the same terms and conditions as similarly-situated executives of the Company. The terms and conditions of your participation in the Severance Plan are set forth in the enclosed Participation Agreement which you must timely execute and return to us (the Severance Plan, along with the Participation Agreement, the “Severance Terms”).

 

Arbitration

 

To ensure the timely and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this offer letter, the CIIA, or your employment, or the termination of your employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Delaware by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules appropriate to the relief being sought (the applicable rules are available at the following web addresses: (i) https://www.jamsadr.com/rules-employment-arbitration/ and (ii) https://www.jamsadr.com/rules-comprehensive-arbitration/). This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including, without limitation, claims involving allegations of sexual harassment and discrimination, to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). A hard copy of the rules will be provided to you upon request. 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 or administrative proceeding. In addition, all claims, disputes, or causes of action under this provision, 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 or representative proceeding, nor joined or consolidated with the claims of any other person or entity. 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. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this offer letter, if challenged by either party, shall be decided by a federal court located in the state in which the arbitration takes place. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. 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; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. You shall be responsible for any filing fee associated with initiating arbitration through JAMS and the Company shall be responsible for all other arbitration fees. Each party is responsible for its own attorneys’ fees, except as expressly set forth in your CIIA and/or as may be permissible under any state or federal law that provides for fee shifting. Nothing in this offer letter is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any rendering of any portion of this arbitration provision void or unenforceable, as determined by a court of competent jurisdiction, shall not affect the validity of the remainder of the arbitration provision. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent a federal court determines that any applicable law prohibits mandatory arbitration of Excluded Claims, if you intend to bring multiple claims, including one or more Excluded Claims, the Excluded Claim(s) may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

 

3


 

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 is contingent upon a clearance of such a background investigation and/or reference check.

 

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.

 

Entire Agreement; Amendment

 

Subject to approval by the Board of Directors and your acceptance of the terms hereof and commencement of employment with the Company by January, 2026, this offer letter 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 offer letter in accordance with its terms, and any provision of any such prior agreement which conflicts with or contradicts any provision of this offer letter is hereby revoked and superseded. Subject to the foregoing, in the event of a conflict between this offer letter and the separate written agreements referenced herein, the terms of this offer letter shall govern.

 

This offer letter may be amended or modified only by a written instrument executed both by you and an authorized officer of the Company. If any portion of this offer letter shall, for any reason, be held invalid or unenforceable, or contrary to public policy or any law, the remainder of this offer letter 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 offer letter.

 

This contingent offer of employment will expire if not accepted by you and approved by the Board of Directors, and all terms are contingent upon the approval of the Board of Directors and your commencement of work on or before January, 2026. If the terms of this contingent offer are acceptable to you, please sign in the space provided below indicating your agreement to the provisions herein.

 

We are enthusiastic about this opportunity for you to join the Company in this new capacity!

 

Warm regards,

 

/s/ Amit Munshi  
Amit Munshi  
Chairman  

 

4


 

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

 

Signature: /s/ Sandeep Kulkarni  
Print Name: Sandeep Kulkarni  
Date: January 21, 2026  

 

5

 

EX-99.1 4 tm263758d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Zura Bio Appoints Immunology Industry Leader Sandeep Kulkarni, M.D. as Chief Executive Officer

 

 

HENDERSON, Nev. – (BUSINESS WIRE) – January 21, 2026 – Zura Bio Limited (Nasdaq: ZURA) (“Zura” or the “Company”), a clinical-stage biotechnology company developing novel and differentiated medicines to meaningfully improve the lives of patients with serious and debilitating autoimmune and inflammatory diseases, today announced the appointment of Sandeep Kulkarni, M.D. as Chief Executive Officer (CEO), effective January 21, 2026. Dr. Kulkarni will also continue serving as a Director of Zura.

 

Dr. Kulkarni succeeds Kim Davis, J.D., who has served as Interim CEO since October 2025 following the commencement of a medical leave of absence by CEO Robert Lisicki. Mr. Lisicki is resigning as CEO and as a Director, effective as of January 21, 2026. Ms. Davis will continue in her roles as Chief Operating Officer, Chief Legal Officer, and Corporate Secretary.

 

“We are honored to have Sandeep lead Zura as we enter this important period for our company, with two potentially transformative readouts over the next 18 months,” said Amit Munshi, Chairman of the Board of Directors. “He brings a strong combination of scientific, operational, and strategic leadership. His service on our Board has provided him with a strong understanding of our programs and their transformative potential, positioning him well to lead Zura.”

 

Mr. Munshi added, “We thank Robert Lisicki for his leadership and meaningful contributions during a formative period in Zura’s growth and wish him the very best. We are also grateful to Kim Davis for her leadership as Interim CEO, which ensured continuity during the transition.”

 

Dr. Kulkarni brings over two decades of experience across biotechnology, investment, entrepreneurship, and medicine. Most recently, he served as co-founder and CEO of Tourmaline Bio, where he guided the company’s development and strategic direction through its acquisition by Novartis, which closed in October 2025.

 

“I’ve been a part of the Zura journey since Day One, and I’m thrilled to be expanding my role and leading Zura through this exciting and critical period,” said Dr. Kulkarni. “Our lead program, tibulizumab, is the first- and only-in-class bispecific antibody blocking the IL-17 and BAFF pathways, each of which has been validated in multiple autoimmune diseases. Tibulizumab is one of the most advanced bispecific antibodies in development for treating autoimmune diseases, and we have the potential to lead this paradigm shift. I am looking forward to working closely with our excellent Zura team and Board of Directors as we prepare for our readouts and future development.”

 

Dr. Kulkarni has served as a member of Zura’s Board of Directors since the Company’s business combination and Nasdaq listing in March 2023, including periods of service as Chair of the Compensation Committee and later as a member of the Audit Committee. He previously served as a director of the Company’s predecessor since its inception in March 2022.

 

Earlier in his career, Dr. Kulkarni was a Managing Director at KVP Capital, served as Chief Operating Officer at Immunovant, and held roles at Roivant Sciences, QVT Financial, and The Boston Consulting Group. He earned his bachelor’s degree from Harvard University and his medical degree from the University of California, San Francisco.

 

ABOUT ZURA

 

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

 

 


 

 

Zura’s lead product candidate, tibulizumab (ZB-106), is being evaluated in two Phase 2 clinical studies in adults: TibuSHIELD, a study in hidradenitis suppurativa (HS), and TibuSURE, a study in systemic sclerosis (SSc). 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

 

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words and phrases such as “believe,” “designed to,” “expect,” “may,” “plan,” “potential,” “will” and similar expressions, and are based on Zura’s current beliefs and expectations. These forward-looking statements include expectations regarding the development and potential therapeutic benefits of Zura’s product candidates; and the timing of initiation, progress, and results of Zura’s current and future clinical trials, including reporting of data therefrom. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the development of therapeutic product candidates, such as the risk that any one or more of Zura’s current or future product candidates will not be successfully developed or commercialized; the risk of delay or cessation of any planned clinical trials of Zura’s current or future product candidates; the risk that prior results, such as signals of safety, activity or durability of effect, observed from preclinical trials, will not be replicated or will not continue in ongoing or future studies or clinical trials involving Zura’s current or future product candidates; the risk that modeling data indicating therapeutic potential, or clinical evidence from other drug candidates, will not be replicated in ongoing or future studies or clinical trials involving Zura’s current or future product candidates; the risk that Zura’s current or future product candidates or procedures in connection with the administration thereof will not have the safety or efficacy profile that Zura anticipates; risks regarding the accuracy of Zura’s estimates of expenses, capital requirements and needs for additional financing; changes in expected or existing competition; changes in the regulatory environment; the uncertainties and timing of the regulatory approval process; unexpected litigation or other disputes; the impacts of macroeconomic conditions on Zura’s business, clinical trials and financial position; and other risks and uncertainties that are described in Zura’s Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, and other filings with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and are based on information available to Zura as of the date hereof, and Zura assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

CONTACTS

 

Megan K. Weinshank

Head of Corporate Affairs

ir@zurabio.com