UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal
executive offices,
including zip code)
(
(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 | ||
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
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.
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K of Zura Bio Limited (the “Company”) amends the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on February 25, 2026 (the “Original Report”), to amend and restate in its entirety Exhibit 5.1 and Exhibit 23.1 filed with the Original Report with an updated Exhibit 5.1 and Exhibit 23.1 filed herewith. Other than as described above, this amendment does not amend any other information previously filed in the Original Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Exhibit Description | |
| 1.1* | Underwriting Agreement, dated February 24, 2026, by and among the Company, Leerink Partners LLC Piper Sandler & Co. and Cantor Fitzgerald & Co. | |
| 4.1* | Form of Pre-Funded Warrant. | |
| 5.1 | Opinion of Ogier (Cayman) LLP. | |
| 23.1 | Consent of Ogier (Cayman) LLP (included in Exhibit 5.1). | |
| 99.1* | Launch Press Release, dated February 24, 2026. | |
| 99.2* | Price Press Release, dated February 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * Previously filed | ||
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: February 26, 2026 | By: | /s/ Kim Davis |
| Kim Davis | ||
| Chief Operating Officer, Chief Legal Officer and Corporate Secretary | ||