Zura Bio Ltd 8-K

What Happened
Zura Bio Ltd (ZURA) announced on December 29, 2025 that it terminated prior agreements with Stone Peach and BAFFX17 and entered a new letter agreement with Athanor Capital. Under the Athanor Agreement the company agreed to issue 8,657,402 Class A ordinary shares to Athanor, pay a $7.325 million upfront fee, and may owe a $25 million one‑time milestone payment upon certain events. The Company also entered settlement and release agreements with Stone Peach and BAFFX17 that void the prior agreements and include broad releases of claims.

Key Details

• Date: agreements executed and settlements entered on December 29, 2025.
• Shares issued: 8,657,402 Class A ordinary shares (par value $0.0001).
• Cash payments: $7,325,000 upfront (due within 30 days); one-time $25,000,000 milestone payable on earliest of (i) change of control, (ii) sale of assets with net proceeds > $500M, or (iii) First Indication Regulatory Approval.
• Royalty: Company agreed to pay Athanor 2% of Net Sales for the Product to the extent those Net Sales are subject to the existing Eli Lilly license for ZB17.
• Other effects: prior call/put rights on Z33 seed preferred shares and Athanor’s prior right to buy 4.99% of ZB17 were extinguished; Stone Peach and BAFFX17 provided general releases of claims.

Why It Matters
This replaces previous arrangements with new commercial terms and immediate share issuance plus near‑term cash obligations, which could affect shareholder dilution and near‑term cash flow. The settlements remove legacy contractual rights and potential claims from Stone Peach and BAFFX17. The company’s Audit Subcommittee completed an internal review, approved the transactions, found no impact on prior financial statements or evidence of employee misconduct, and plans some additional controls—factors investors may weigh when assessing governance and near‑term financial commitments.