Zura Bio Ltd 8-K

What Happened

• Zura Bio (ZURA) filed an 8-K reporting that Robert Lisicki resigned as Chief Executive Officer, principal executive officer and director effective January 21, 2026. Lisicki began a medical leave on October 10, 2025 and will remain a non-executive employee through March 31, 2026 under a separation agreement.
• The Board appointed director Dr. Sandeep Kulkarni as Chief Executive Officer and principal executive officer effective January 21, 2026. Kim Davis, who had been serving as interim CEO, returned to her roles as Chief Operating Officer, Chief Legal Officer and Corporate Secretary.

Key Details

• Separation terms for Robert Lisicki include transition compensation of $72,000 (annualized), forfeiture of further bonus eligibility for fiscal years 2025 and 2026, cessation of option vesting as of Jan 21, 2026, and a lump-sum severance equal to 12 months of base salary reduced by transition compensation. Lisicki receives COBRA premiums for continued health coverage (up to specified limits) and an extended post-termination exercise period (earlier of 12 months after March 31, 2026 or option expiration). 25% of shares underlying a Feb 27, 2025 option will vest accelerated as of the effective date; other unvested options were forfeited.
• Dr. Sandeep Kulkarni’s offer provides at‑will employment with a $655,000 annual base salary, a discretionary cash bonus target of 55% of base, and equity awards: a new‑hire option for 2,934,107 Class A shares vesting over four years, and a performance option for 505,881 shares that vests only if specified financing and stock‑price targets are met (vesting conditions through Dec 31, 2030).
• The Board appointed Parvinder Thiara as a director effective Jan 23, 2026; he will receive a prorated $40,000 annual cash retainer and an initial option grant (up to 51,000 shares or $200,000 value) that vests monthly over one year. Thiara is CIO of Athanor Capital, which has a previously disclosed agreement with Zura.

Why It Matters

• Leadership change is material: the company replaced its CEO with an existing board member (Dr. Kulkarni), who receives a market‑level cash salary and significant equity incentives that could affect future dilution and management incentives. The separation agreement for the prior CEO includes severance, limited accelerated equity vesting, and health coverage provisions—details investors should note when assessing near‑term cash flow and potential share count changes.
• Governance updates (new director appointment and committee changes) and the related‑party connection to Athanor Capital are relevant for investors monitoring board composition and shareholder relations. The filing did not include financial results; this is an operational and governance update rather than an earnings report.