What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-25 · 416 added, 408 removed, 558 unchanged (60% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

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OTHER INFORMATION

Our Board has set May 21, 2025 as the date for its 2025 annual general meeting of shareholders (the “Annual Meeting”).

In accordance with the requirements set forth in our MAA, any shareholder seeking to raise a proposal or to make a nomination for consideration at the Annual Meeting must comply with the requirements set forth in our MAA and the requirements of Rule 14a-8 of the Exchange Act, including by delivering a notice of their proposal or nomination to the Company’s Secretary at 1489 W.

Warm Springs Rd.

#110, Henderson, NV 89014, no later than the close of business on April 4, 2025.

In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide in their notice any additional information required by Rule 14a-19(b) under the Exchange Act.

During the quarter ended December 31, 2024, n o directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of the Company’s securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1.

Insider Trading Arrangements

During the quarter ended December 31, 2025, n o directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item will be included in the definitive proxy statement to our 2025 Annual General Meeting of Shareholders and is incorporated herein by reference.

Other than as set forth below, the information required by this item will be included in the definitive proxy statement for our 2026 annual general meeting of shareholders (the “AGM”), which will be filed with the SEC within 120 days of our 2025 fiscal year end.

Our Code of Ethics (the “Code”), which applies to all directors, officers and employees, is available on our Investor Relations website, investors.zurabio.com.

The information on, or otherwise accessible through, our website does not constitute a part of this Annual Report.

We intend to satisfy the disclosure requirements regarding any applicable amendment to or waiver from the Code by posting such information on our Investor Relations website rather than by filing a Current Report on Form 8-K.

EXECUTIVE COMPENSATION

The information required by this item will be included in the definitive proxy statement to our 2025 Annual General Meeting of Shareholders and is incorporated herein by reference.

The information required by this item will be included in our definitive proxy statement for our AGM and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by this item will be included in the definitive proxy statement to our 2025 Annual General Meeting of Shareholders and is incorporated herein by reference.

The information required by this item will be included in the definitive proxy statement for our AGM and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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001-40598), filed with the SEC on March 24, 2023).

Specimen Share Certificate of Zura (incorporated by reference to Exhibit 4.5 of JATT’s Form S-4 (File No.

333-267005) filed with the SEC on August 19, 2022).

Specimen Warrant Certificate of Zura (incorporated by reference to Exhibit 4.6 of JATT’s Form S-4 (File No.

Specimen Share Certificate of Zura Bio Limited (incorporated by reference to Exhibit 4.5 of JATT’s Form S-4 (File No.

333-267005) filed with the SEC on August 19, 2022).

Form of Pre-Funded Warrant to Purchase Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2023).

Form of Pre-Funded Warrant to Purchase Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 21, 2024).

Form of Pre-Funded Warrant to purchase Ordinary Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2024).

Description of Registrant’s securities.

Form of Pre-Funded Warrant to Purchase Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to Zura Bio Limited’s Current Report on Form 8-K, filed with the SEC on May 3, 2023).

Form of Pre-Funded Warrant to Purchase Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to Zura Bio Limited’s Current Report on Form 8-K, filed with the SEC on August 21, 2024).

Form of Pre-Funded Warrant to purchase Ordinary Shares (incorporated by reference to Exhibit 4.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on April 23, 2024).

Form of Pre-Funded Warrant to purchase Ordinary Shares (incorporated by reference to Exhibit 4.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on April 17, 2025).

Form of Pre-Funded Warrant to purchase Ordinary Shares (incorporated by reference to Exhibit 4.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on February 26, 2026).

Description of Zura Bio Limited’s securities (incorporated by reference to Exhibit 4.6 to Zura Bio Limited’s Annual Report on Form 10-K filed with the SEC on March 25, 2025).

License Agreement between Zura Bio Limited and Lonza Sales AG, dated July 22, 2022 (incorporated by reference to Exhibit 10.17 of JATT’s Form S-4/A (File No.

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333-267005) filed with the SEC on February 17,2023).

Zura Bio Limited 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.29 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on February 2, 2023).

Form of Subscription Agreement by and among Zura Bio Limited and the other parties signatories thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 3, 2023).

Severance and General Release Agreement, dated April 7, 2023, by and between Zura Bio Limited and Preston Klassen (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 7, 2023).

Form of Employment Agreement for Someit Sidhu (incorporated by reference to Exhibit 10.31 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on February 8, 2023).

Form of Second PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 2, 2023).

Share Option Award Agreement (incorporated by reference to Annex C of the Definitive Proxy Statement on Schedule 14A filed by the Issuer with the SEC on May 19, 2023).

License, Development and Commercialization Agreement between ZB17 LLC and Eli Lilly and Company, dated April 26, 2023 (incorporated by reference to Exhibit 10.38 to the Registration Statement filed by the Issuer with the SEC on August 25, 2023)

Service Agreement, dated as of April 7, 2023, by and between the Company and Dr.

Someit Sidhu (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2023).

Service Agreement, dated as of April 7, 2023, by and between the Company and Verender Badial (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 10, 2023).

Zura Bio Limited 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of Zura Bio Limited’s Registration Statement on Form S-8 (File No.

333-272842) filed with the SEC on June 22, 2023).

Zura Bio Limited 2023 Employee Share Purchase Plan (incorporated by reference to Exhibit 99.2 of Zura Bio Limited’s Registration Statement on Form S-8 (File No.

333-272842) filed with the SEC on June 22, 2023).

Share Option Award Agreement (incorporated by reference to Annex C of the Definitive Proxy Statement on Schedule 14A filed with the SEC on May 19, 2023).

Offer Letter, dated March 2, 2023, to Amit Munshi, (incorporated by reference to Exhibit 10.28 of JATT’s Form 10-Q (File No.

001-40598) filed with the SEC on May 12, 2023).

Service Agreement between Zura Bio Limited and Kiran Nistala (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on December 6, 2023).

Employment Agreement between Zura Bio Limited and Robert Lisicki (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 8, 2023).

Settlement Agreement by and between Zura Bio Limited and Someit Sidhu dated July 24, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 25, 2024).

Amendment to Warrant Agreement, by and between Zura Bio Limited and Continental Stock Transfer & Trust Company, dated August 12, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 12, 2024).

Share Surrender and Warrant Agreement, dated as of August 15, 2024, by and among the Company and certain investors party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 21, 2024).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 23, 2024).

Sales Agreement, by and between Zura Bio Limited and Leerink Partners LLC, dated September 3, 2024 (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed by the Issuer with the SEC on September 3, 2024).

Amended and Restated Registration Rights Agreement dated March 20, 2023, by and among the Company, the Sponsor and the parties thereto (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No.

001-40598) filed with the SEC on March 24, 2023).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.13 of Zura’s Current Report on Form 8-K (File No.

Service Agreement between Zura Bio Limited and Kiran Nistala (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on December 6, 2023).

Employment Agreement between Zura Bio Limited and Robert Lisicki (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on January 8, 2024).

Share Surrender and Warrant Agreement, dated as of August 15, 2024, by and among Zura Bio Limited and certain investors party thereto (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on August 21, 2024).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on April 23, 2024).

Amended and Restated Registration Rights Agreement dated March 20, 2023, by and among Zura Bio Limited, the Sponsor and the parties thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report Form 8-K (File No.

001-40598) filed with the SEC on March 24, 2023).

Zura Bio Limited 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K (File No.

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K (File No.

001-40598), filed with the SEC on March 24, 2023).

Share Option Award Agreement (incorporated by reference to Annex C of the Definitive Proxy Statement on Schedule 14A filed by the Issuer with the SEC on May 19, 2023).

Share Option Award Agreement (incorporated by reference to Annex C of the Definitive Proxy Statement on Schedule 14A filed with the SEC on May 19, 2023).

Letter Agreement, dated as of December 8, 2022, by and among Zura Bio Limited and Stone Peach Properties LLC (incorporated by reference to Exhibit 10.27 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on December 14, 2022).

Offer Letter Agreement with Kim Davis, dated November 22, 2022 (incorporated by reference to Exhibit 10.39 to the Form S-1/A filed by the Issuer with the SEC on August 11, 2023).

Letter dated February 23, 2024 from Marcum LLP to the Securities and Exchange Commission regarding change in Certifying Accountant of the Company (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 23, 2024).

Insider Trading Policy.

List of Subsidiaries of Zura Bio Limited (incorporated by reference to Exhibit 21.2 of JATT’s Form S-4/A (File No.

333-267005) filed with the SEC on October 25, 2022).

Offer Letter Agreement with Kim Davis, dated November 22, 2022 (incorporated by reference to Exhibit 10.39 to the Form S-1/A filed with the SEC on August 11, 2023).

Share Surrender and Warrant Agreement, dated as of April 16, 2025, by and among Zura Bio Limited and Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners III, L.P., and VHCP Co-Investment Holdings III, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

001-40598) filed with the SEC on April 17, 2025).

Share Surrender and Warrant Agreement, dated as of April 17, 2025, by and between Zura Bio Limited and AI Biotechnology, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No.

001-40598) filed with the SEC on April 17, 2025).

Offer Letter with Eric Hyllengren dated June 27, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K (File No.

001-40598) filed with the SEC on July 1, 2025).

Settlement Agreement, by and between Zura Bio Limited and Verender Badial, dated as of June 27, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K (File No.

001-40598) filed with the SEC on July 1, 2025).

Zura Bio Limited Executive Severance Benefit Plan (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on September 30, 2025).

Letter Agreement, dated December 29, 2025, by and between Zura Bio Limited and Athanor Capital (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

Settlement and Release Agreement, dated December 29, 2025, by and between Zura Bio Limited and the Stone Peach Parties (incorporated by reference to Exhibit 10.2 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

Settlement and Release Agreement, dated December 29, 2025, by and between Zura Bio Limited and the BAFFX17 Parties (incorporated by reference to Exhibit 10.3 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

Separation Agreement, by and between Zura Bio Limited and Robert Lisicki, dated January 21, 2026 (incorporated by reference to Exhibit 10.1 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on January 26, 2026).

Offer Letter with Sandeep Kulkarni, dated January 21, 2026 (incorporated by reference to Exhibit 10.2 to Zura Bio Limited’s Current Report on Form 8-K filed with the SEC on January 26, 2026).

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q (File No.

001-40598) filed with the SEC on November 13, 2025).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Form 10-K (File No.

001-40598) filed with the SEC on March 25, 2025).

List of Subsidiaries of Zura Bio Limited.

Consent of WithumSmith+Brown, PC, independent registered public accounting firm of Zura.

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Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 28, 2024).

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Labels Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed on March 28, 2024).

Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.

Cover Page formatted as Inline XBRL and contained in Exhibit 101.

Indicates management contract or compensatory plan or arrangement.

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March 19, 2026

/s/ Robert Lisicki

Robert Lisicki

/s/ Sandeep Kulkarni

Sandeep Kulkarni

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Verender S.

Badial and Kim Davis, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sandeep Kulkarni and Eric Hyllengren, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Robert Lisicki

/s/ Sandeep Kulkarni

Chief Executive Officer and Director

March 19, 2026

Robert Lisicki

Sandeep Kulkarni

(Principal Executive Officer)

/s/ Verender Badial

/s/ Eric Hyllengren

Chief Financial Officer

March 19, 2026

Verender Badial

Eric Hyllengren

(Principal Financial and Accounting Officer)

/s/ Amit Munshi

Director, Chairman of the Board

Director, Chairman of the Board of Directors

March 19, 2026

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March 19, 2026

/s/ Arnout Ploos van Amstel

March 25, 2025

Arnout Ploos van Amstel

/s/ Steve Schoch

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Jennifer Jarrett

/s/ Neil Graham

/s/ Dan Becker

March 19, 2026

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Parvinder Thiara

/s/ Sandeep Kulkarni

/s/ Ajay Nirula

March 19, 2026

Sandeep Kulkarni

/s/ Mark Eisner

March 19, 2026

ZURA BIO LIMITED

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Consolidated Statements of Operations

Consolidated Statements of Changes in in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Shareholders’ Equity

Consolidated Statements of Cash Flows

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Zura Bio Limited (the “Company”) as of December 31, 2024 and 2023, and the related consolidated financial statements of operations, changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related consolidated notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Zura Bio Limited (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in redeemable noncontrolling interest and shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related consolidated notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

These consolidated financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2022.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2022.

East Brunswick, New Jersey

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Total current liabilities

Private placement warrants

Total liabilities

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Shareholders’ Equity

Preferred shares, $ 0.0001 par value, 1,000,000 authorized as of December 31, 2024 and 2023;

no shares issued and outstanding as of December 31, 2024 and 2023

Class A Ordinary Shares, $ 0.0001 par value;

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Change in fair value of private placement warrants

Change in fair value of note payable

Dividend income

Other income, net

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Income tax benefit

Net loss before redeemable noncontrolling interest

Net loss attributable to redeemable noncontrolling interest

Adjustment of redeemable noncontrolling interest from redemption value to carrying value

Adjustment of redeemable noncontrolling interest

Accretion of redeemable noncontrolling interest to redemption value

Deemed contribution from redeemable noncontrolling interest

Deemed dividend to redeemable noncontrolling interest

Deemed dividend on extinguishment of noncontrolling interest and redeemable noncontrolling interest

Net loss attributable to Class A Ordinary Shareholders of Zura

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Zura Bio Limited

Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders’ Equity (Deficit)

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Shareholders’ Equity

(In thousands, except share data)

Convertible Preferred

Noncontrolling

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Shareholders’

Equity (Deficit)

Balance as of December 31, 2023

Issuance of Series A-1 convertible preferred shares as license compensation

Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination

( 13,778,354 )

Issuance of Class A Ordinary Shares in connection with Business Combination, including PIPE Investment, Forward Purchase Investment, and Backstop Shares, net of $ 4.0 million of transaction costs

Issuance of Class A Ordinary Shares to settle research and development license consideration liability

Reclassification of public warrant liability to equity

Issuance of Class A Ordinary Shares in connection with April 2024 Private Placement, net of $ 7.2 million of transaction costs

Issuance of Pre-Funded Warrants in connection with April 2024 Private Placement

Issuance of Class A Ordinary Shares to Lilly in connection with 2023 Lilly License

Issuance of restricted share awards

Share-based compensation

Accretion of redeemable noncontrolling interest to redemption value

Stone Peach Call Right issued to noncontrolling interest

Deemed contribution from redeemable noncontrolling interest

Deemed dividend to redeemable noncontrolling interest

Balance as of December 31, 2023

Issuance of Class A Ordinary Shares in connection with April 2024 Private Placement, net of $ 7.2 million of transaction costs

Issuance of Pre-Funded Warrants in connection with April 2024 Private Placement

Issuance of Pre-Funded Warrants in exchange for Class A Ordinary Shares

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Balance as of December 31, 2024

(1) The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement as described in Note 3 .

Issuance of Class A Ordinary Shares in connection with sales under the ATM, net of $ 0.2 million of commissions

Issuance of Pre-Funded Warrants in exchange for Class A Ordinary Shares

( 6,500,000 )

Issuance of Class A Ordinary Shares upon exercise of Pre-Funded Warrants

Issuance of Class A Ordinary Shares for share option exercises and restricted share units, net of shares withheld for taxes

Issuance of Class A Ordinary Shares in connection with the Athanor Agreement

Partial extinguishment of redeemable noncontrolling interest

Accretion of redeemable noncontrolling interest to redemption value

Extinguishment of noncontrolling interest and redeemable noncontrolling interest

Share-based compensation

Balance as of December 31, 2025

See accompanying notes to consolidated financial statements.

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Adjustments to reconcile net loss before redeemable noncontrolling interest to net cash used in operating activities

Research and development acquired license

Anti-dilution share issuance compensation

Share-based compensation expense

Change in fair value of note payable

Change in fair value of research and development license consideration liability

Change in fair value of private placement warrants

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Foreign exchange transaction gain

Gain on extinguishment of BAFFX17 liability

Other non-cash items, net

Changes in operating assets and liabilities:

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ATM transaction costs

Issuance of Class A Ordinary Shares upon exercise of Pre-Funded Warrants

Proceeds from exercise of stock options

Restricted stock units withheld to pay employee withholding taxes

Proceeds from issuance of Class A Ordinary Shares in connection with April 2023, Private Placement, net of $ 4.2 million of transaction costs

Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination

Proceeds from issuance of Pre-Funded Warrants in connection with April 2023 Private Placement

Settlement of note payable

Payment of deferred transaction costs

Net cash provided by financing activities

Consideration paid for Athanor Agreement

Net cash (used in) provided by financing activities

Net increase in cash and cash equivalents

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Issuance of Class A Ordinary Shares in exchange for private placement warrants

Adjustments to redeemable noncontrolling interest from redemption value to carrying value

Purchase of property and equipment included in accounts payable and accrued expenses

Issuance of Series A-1 convertible preferred shares for license

Conversion of Series A-1 convertible preferred stock for Class A Ordinary Shares

Deemed dividend to redeemable noncontrolling interest

Accrued 2023 Lilly License consideration

Deemed contribution from redeemable noncontrolling interest

Issuance of Class A Ordinary shares for 2023 Lilly License

Issuance of shares in conjunction with Athanor agreement

Adjustments to redeemable noncontrolling interest

Accretion of redeemable noncontrolling interest to redemption value

Share-based equity issuance costs

Settlement of research and development license consideration liability

Reclassification of deferred offering costs to additional paid-in capital

Assumption of public and private placement warrants in connection with Business Combination

Reclassification of public warrant liability to equity

Issuance of Call Right to noncontrolling interest

Purchase of property and equipment included in accounts payable and accrued expenses

Extinguishment of noncontrolling interest and redeemable noncontrolling interest

See accompanying notes to consolidated financial statements.

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Organization and Description of Business

Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company”, “Zura” or “Zura Bio”), is a clinical-stage, multi-asset immunology company dedicated to developing novel dual-pathway antibodies for a range of autoimmune and inflammatory diseases with unmet needs.

The Company’s strategic focus is to harness dual-pathway biology to provide broader and deeper clinical benefits to patients with these conditions.

The Company is currently developing one clinical-stage product candidate in ongoing Phase 2 trials while actively evaluating development opportunities for its pipeline of clinical-stage assets, focusing on indications with unmet needs and commercial potential.

The Company is currently developing tibulizumab (ZB - 106), an immunoglobulin G (IgG)-single-chain variable fragment (scFv) bispecific dual-antagonist antibody engineered by the fusion of TALTZ® (ixekizumab) and tabalumab to neutralize interleukin-17A (IL - 17A) and B-cell activating factor (BAFF).

In December 2024, the Company initiated TibuSURE, a global Phase 2 study evaluating tibulizumab in adults with systemic sclerosis (SSc).

TibuSURE is a randomized, double-blind, placebo-controlled study designed to assess the safety, tolerability, and efficacy of tibulizumab in approximately 80 participants with early diffuse cutaneous systemic sclerosis (dcSSc).

Additionally, the Company is actively assessing the competitive landscape and evaluating potential therapeutic indications for crebankitug and torudokimab.

● Crebankitug (ZB-168) is a fully human, high affinity monoclonal antibody that binds and neutralizes the interleukin-7 receptor (IL - 7R) alpha chain.

IL - 7Rα sits at the nexus of two key immune pathways, IL - 7 and thymic stromal lymphopoietin (TSLP), thus IL - 7Rα has the potential to block activation through either of these pathways.

As a result, the Company believes crebankitug could be therapeutically relevant in a broad set of indications where the IL - 7 or TSLP pathways may be involved.

● Torudokimab (ZB - 880) is a fully human, high affinity monoclonal antibody that neutralizes interleukin-33 (IL - 33), preventing ST2 - dependent and ST2 - independent (e.g., RAGE) inflammation.

The IL - 33/ST2 axis stands as a validated therapeutic target for conditions such as chronic obstructive pulmonary disease (“COPD”) and asthma.

Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company”, “Zura” or “Zura Bio”), is a clinical-stage biotechnology company developing novel and differentiated medicines for patients with autoimmune and inflammatory diseases, including serious and debilitating conditions with significant unmet medical need.

These diseases are often chronic, biologically complex and difficult to treat, and many patients do not achieve durable disease control with currently available therapies.

The Company’s strategic focus is to identify immune-mediated diseases in which translational and clinical evidence supports the role of specific biological pathways in disease pathogenesis.

The Company is currently developing one clinical-stage product candidate in ongoing Phase 2 trials while evaluating development opportunities for its pipeline of clinical-stage assets, focusing on indications with unmet needs and commercial potential.

Business Combination

On March 20, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd.

(“Holdco”), and Legacy Zura.

Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Legacy Zura and became a party to the Business Combination Agreement;

and (b) on the Closing Date, in sequential order:

(i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT;

(ii) immediately following the Merger, Holdco merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT;

and (iii) JATT changed its name to “Zura Bio Limited”.

The Business Combination has been accounted for as a reverse recapitalization, with Legacy Zura being the accounting acquirer and JATT as the acquired company for accounting purposes.

Accordingly, all historical financial information presented in the consolidated financial statements represent the accounts of Legacy Zura.

The shares and net loss per share attributable to ordinary shareholders of Legacy Zura prior to the Closing Date have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement.

Prior to the Business Combination, JATT’s public shares, public warrants, and public units were listed on the New York Stock Exchange (“NYSE”) under the symbols “JATT,” “JATT.WS,” and “JATT.U,” respectively.

On March 20, 2023, the Company’s Class A ordinary shares (“Class A Ordinary Shares”) and public warrants began trading on the Nasdaq under the symbols “ZURA” and “ZURAW,” respectively.

On August 27, 2024, the Public Warrants (as defined herein) were no longer listed on the Nasdaq in connection with the completion of the Warrant Exchange (as defined herein).

On March 20, 2023 (the “Closing Date”), the Company consummated a series of transactions (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd., and Legacy Zura, pursuant to which JATT changed its name to “Zura Bio Limited”.

On March 20, 2023, the Company’s Class A ordinary shares (“Class A Ordinary Shares”) began trading on the Nasdaq under the symbol “ZURA”.

Emerging Growth Company Status

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The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable.

The Company has an accumulated deficit of $ 155.9 and $ 103.5 million as of December 31, 2024 and 2023, respectively, and a net loss of $ 52.4 million and $ 60.4 million for the years ended December 31, 2024 and 2023, respectively.

The Company’s existing sources of liquidity as of December 31, 2024 includes $ 176.5 million in cash and cash equivalents.

The Company has an accumulated deficit of $ 224.5 million and $ 155.9 million as of December 31, 2025 and 2024, respectively, and a net loss of $ 68.7 million and $ 52.4 million for the years ended December 31, 2025 and 2024, respectively.

The Company’s existing sources of liquidity as of December 31, 2025 include $ 109.4 million in cash and cash equivalents.

Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred shares and a promissory note.

Upon the closing of the Business Combination, the Company received $ 56.7 million in net cash proceeds.

Additionally, the Company received $ 4.9 million, $ 105.3 million and $ 75.8 million, respectively, in net cash proceeds in connection with the ATM (as defined herein), April 2024 Private Placement (as defined herein) and April 2023 Private Placement (as defined herein).

Additionally, the Company has received $ 10.0 million, $ 105.3 million and $ 75.8 million, respectively, in net cash proceeds in connection with the ATM (as defined herein), April 2024 Private Placement (as defined herein) and April 2023 Private Placement (as defined herein).

The Company’s cash requirements include, but are not limited to, clinical development, product manufacturing costs and working capital requirements.

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Actual results could differ from those estimates.

Significant estimates and assumptions reflected in the consolidated financial statements relate to and include, but are not limited to, the fair value of share-based compensation, the fair value of redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the valuation allowance of deferred tax assets resulting from net operating losses and the fair value of the private placement warrants.

Significant estimates and assumptions reflected in the consolidated financial statements relate to and include, but are not limited to, accrued research and development expenses, the fair value of share-based compensation, the fair value of redeemable noncontrolling interest, and the valuation allowance of deferred tax assets resulting from net operating losses.

Risks and Uncertainties

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The CODM uses net loss, that is reported in the consolidated statements of operations to assess performance for the Company’s segment and decide how to allocate resources.

The significant expenses within net loss are separately presented in the Company’s consolidated statement of operations.

The CODM monitors budget versus actual results using operating loss which is a component of net loss.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The following tables represent information provided to the chief operating decision maker:

Year Ended December 31,

Research and development expenses:

Wages and benefits

Tibulizumab SSc Program

Tibulizumab HS Program

Tibulizumab Combined (SSc and HS) Programs

Additional product candidates (crebankitug and torudokimab)

Unallocated research and development expenses

General and administrative expenses:

Wages and benefits

Other general and administrative expenses

Stock-based compensation

Other segment items*

* Other segment items include Depreciation and amortization, Interest income, Change in fair value of private placement warrants, and Other income (net) .

Cash and Cash Equivalents

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Expenses are recognized as an expense as the related goods are delivered or the services are performed.

We make estimates of our accrued expenses as of each balance sheet date based on facts and circumstances known to us at that time.

We periodically confirm the accuracy of our estimates with the service providers and make adjustments, if necessary.

The significant estimates in our accrued research and development expenses include the costs incurred for services performed by our vendors in connection with research and development activities for which we have not yet been invoiced.

R&D expenses include the cost of in-process research and development (“IPR&D”) assets purchased in an asset acquisition transaction.

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Research and development costs incurred after the acquisition are expensed as incurred.

R&D expenses also include the remeasurement of the research and development license consideration liability.

R&D Incentive Credits

The Company is eligible to obtain certain R&D incentive credits (the “R&D Credits”), through participation in the United Kingdom’s (“U.K.”) R&D Small and Medium Enterprise (“SME”) and the Research and Development Expenditure Credit (“RDEC”) tax relief programs.

The R&D Credits are calculated as a percentage of qualifying R&D expenses incurred as part of research projects.

The R&D Credits are used as tax credits for the Company with the resulting amount being payable in cash by the U.K.

government (tax authority) to the Company.

The R&D Credits are subject to future audits by the U.K.

tax authority within defined periods.

Although the incentive credits are administered through the local tax authority, the Company has accounted for the incentives outside of the scope of FASB Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, since the incentives are not linked to the Company’s taxable income and can be realized regardless of whether the Company has generated taxable income in the respective jurisdictions.

The Company accounts for these incentive credits as a government grant which analogizes with International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance.

In accordance with IAS 20, the Company will recognize the R&D Credits when it has reasonable assurance that the R&D Credits will be received.

As the Company has only filed two claims under the tax relief programs as of December 31, 2025, it has determined that reasonable assurance will be met upon cash receipt.

For the year ended December 31, 2025, the Company recorded $ 0.3 million in other income, net in the consolidated statement of operations for R&D Credits received in May 2025.

In April 2025, the Company filed an additional claim for an R&D Credit for $ 1.0 million that was not received as of December 31, 2025.

Share-Based Compensation

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The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

These assumptions include:

Expected volatility —Due to our limited operating history and a lack of company-specific historical and implied volatility data, we have based our estimate of expected volatility on the historical volatility of a publicly traded set of peer companies.

The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the share-based awards.

We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own share price becomes available.

Expected term —The expected term represents the period that the share-based awards are expected to be outstanding.

We have opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option, which is generally between 5 to 10 years .

Risk-Free Interest Rate —The risk-free rate assumption is based on the United States Treasury yield in effect at the time of the grant with maturities consistent with the expected term of our options.

Dividend Yield —We have never paid dividends on our ordinary shares and have no plans to pay dividends on our ordinary shares.

Therefore, we used an expected dividend yield of zero .

The Company expenses share-based compensation related to share options with only service conditions over the requisite service period on a straight-line basis.

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Forfeitures are recorded as they occur.

Income taxes are recorded in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.

Income taxes are recorded in accordance with ASC 740, Income Taxes.

ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of income tax expense.

On July 4, 2025, President Trump signed H.R.

1, the annual reconciliation bill commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”) into law.

The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S.

corporate tax provisions including (i) the restoration of immediate expensing for domestic research and development expenditures, (ii) the reinstatement of 100% bonus depreciation for qualified property and (iii) favorably modifying the section 163(j) interest limitation (similar to EBITDA).

FASB Topic 740, “Income Taxes”, requires the tax effects of changes in tax laws or rates be recognized in the period in which the law is enacted.

The enactment of the OBBBA did not have a material impact on our effective tax rate as of December 31, 2025.

In connection with the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities.

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The Public Warrants and Private Placement Warrants (as defined herein) were exchanged for Class A Ordinary Shares during the year ended December 31, 2024 (the “Warrant Exchange”).

In connection with each of the April 2024 Private Placement and April 2023 Private Placement (each as defined herein), the Company issued pre-funded warrants instruments.

In connection with each of the April 2024 Private Placement and April 2023 Private Placement (each as defined herein), the Company issued pre-funded warrants.

Classification of the Public Warrants and Pre-Funded Warrants (as defined herein) as equity instruments and the Private Placement Warrants as liability instruments is based on management’s analysis of the guidance in ASC 815, Derivatives and Hedging .

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The Company measured the Public Warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination.

The Company measured the Pre-Funded Warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement, the April 2024 Private Placement or the Share Exchange (as defined herein), as applicable.

The Company measured the Pre-Funded Warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement, the April 2024 Private Placement, the Share Exchange, or the 2025 Share Exchange (as defined herein), as applicable.

Noncontrolling Interest

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The option to acquire ZB17 ownership interests does not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option.

Following the Athanor Agreement, the noncontrolling interest in the Company’s consolidated balance sheet was extinguished as of December 31, 2025.

Redeemable Noncontrolling Interest

In 2022, Z33, a consolidated subsidiary of the Company, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a redeemable noncontrolling interest.

The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features.

The redeemable noncontrolling interests are classified outside of permanent equity in the consolidated balance sheets.

The redeemable noncontrolling interest is measured at the end of each reporting period as the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price, with any changes included in accretion of noncontrolling interest to redemption value in the consolidated statements of operations.

In 2022, Z33, a consolidated subsidiary of the Company, issued 4,900,222 shares of its series seed preferred shares (the “Z33 Series Seed Preferred Shares”) to Stone Peach representing a redeemable noncontrolling interest.

The Z33 Series Seed Preferred Shares issued to Stone Peach contained put features and were considered redeemable until the exercise or the expiration of the put features.

The redeemable noncontrolling interests were classified outside of permanent equity in the consolidated balance sheets.

The redeemable noncontrolling interest was measured at the end of each reporting period as the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price, with any changes included in accretion of noncontrolling interest to redemption value in the consolidated statements of operations.

Following the Athanor Agreement, the redeemable noncontrolling interest in the Company’s consolidated balance sheet was extinguished as of December 31, 2025.

See Notes 5 and 10.

Net Loss Per Share

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Restricted share awards

Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (“ASU 2023-07”).

ASU 2023-07 requires enhanced segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss.

The enhanced disclosures are required for all entities, including entities that have only a single reportable segment, and will be applied retrospectively.

The Company adopted this standard for the year ended December 31, 2024 which resulted in additional segment disclosures (see “—Segments” above).

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures.

Improvements to Income Tax Disclosures (“ASU 2023-09”), ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 will be effective for the Company in the annual period beginning on January 1, 2025, although early adoption is permitted.

The Company is currently evaluating the presentational effect that ASU 2023-09 will have on the Company's consolidated financial statements and disclosures, but the Company expects considerable changes to the Company’s income tax disclosures.

We adopted this standard on a retrospective basis for our 2025 annual reporting.

Refer to Note 8, Income Taxes for the disclosures required by this guidance.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently evaluating the impact of ASU 2024-03 and expects to adopt it for the year ending December 31, 2027.

Recapitalization

As discussed in Note 1, on the Closing Date, JATT completed the acquisition of Legacy Zura and acquired 100 % of Legacy Zura’s shares and Legacy Zura received proceeds of $ 56.7 million which includes proceeds from issuance of Class A Ordinary Shares upon the consummation of the Business Combination, including the Redemption Backstop shares (as defined below), proceeds from the PIPE investment (as defined below), and proceeds from the Forward Purchase Agreement (as defined below).

The Company recorded $ 4.0 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Business Combination.

These costs were included in additional paid-in capital on the Company’s consolidated balance sheets.

On the Closing Date, each holder of Legacy Zura’s ordinary shares received approximately 108.083 shares of the Company’s Class A Ordinary Shares, par value $ 0.0001 per share.

All equity awards of Legacy Zura were assumed by the Company and converted into comparable equity awards that are exercisable for or settled in shares of the Company’s Class A Ordinary Shares.

As a result, each outstanding share option was converted into an option exercisable for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083 and each outstanding restricted share unit was converted into restricted share units of the Company that, upon vesting, will be settled for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083 .

Each public and private placement warrant of JATT that was unexercised at the time of the Business Combination was assumed by the Company and represented the right to purchase one Class A Ordinary Share upon exercise of such warrant.

See Notes 2 and 8.

The Business Combination was accounted for as a reverse recapitalization with Legacy Zura as the accounting acquirer and JATT as the acquired company for accounting purposes.

Legacy Zura was determined to be the accounting acquirer since Legacy Zura’s shareholders as a group prior to the Business Combination held the majority voting interest in the combined entity, Legacy Zura’s shareholders appointed 4 out of the 7 directors of the combined Board of Directors, Legacy Zura’s management holds certain key positions in the management of the combined entity, and Legacy Zura is the largest of the combining entities based on historical operating activity and comprises all of the ongoing operations.

Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Zura.

Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Zura.

The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement.

The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was:

JATT Public shareholders

Zura shares issued – 2022 Lilly license

Redemption Backstop

Redemption Backstop Consideration

JATT Founders

PIPE Investment

Forward Purchase Agreement

Legacy Zura equity holders

Total shares outstanding

PIPE Investment

Concurrently with the execution of the Business Combination Agreement, JATT entered into subscription agreements with certain “accredited investors” (as defined by Rule 501 of Regulation D) (the “PIPE Investors”) on June 16, 2022, as amended on November 25, 2022, (the “Ewon PIPE Subscription Agreement”) and March 13, 2023 (the “Eugene PIPE Subscription Agreement”), pursuant to which the PIPE Investors collectively subscribed for and agreed to purchase an aggregate of 2,009,950 JATT Class A Ordinary Shares at a purchase price of $ 10.00 per share for $ 20,099,500 .

Forward Purchase Agreement and Redemption Backstop

On January 27, 2022, JATT entered into an Amended Forward Purchase Agreement (the “Forward Purchase Agreement”) with two institutional investors (the “FPA Investors”) providing that at the Closing of the Business Combination:

(i) the purchasers will purchase an aggregate of 3,000,000 Class A Ordinary Shares at $ 10 per share for $ 30,000,000 ;

and (ii) the purchase of, in a binding redemption backstop (the “Redemption Backstop”), up to an additional $ 15 million of Class A Ordinary Shares in the event that public Class A Ordinary Share redemptions are greater than 90 % in connection with the Business Combination (the “Excess Redemptions”).

On the Closing Date, FPA Investors purchased 1,301,633 JATT Class A Ordinary Shares at $ 10 per share for $ 13,016,330 .

In addition, the FPA Investors were issued an additional 2,500,000 Class A Ordinary Shares (“Redemption Backstop Consideration”) for no additional consideration.

In December 2025, the FASB issued ASU 2025-10 , Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

The amendments in ASU 2025-10 are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The guidance can be applied under a modified prospective approach, a modified retrospective approach, or a full retrospective approach.

The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

Fair Value Measurements

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Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Financial instruments consist of cash and cash equivalents, prepaid and other current assets, accounts payable and accrued expenses and private placement warrants.

Financial instruments consist of cash and cash equivalents, prepaid and other current assets, and accounts payable and accrued expenses.

The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments.

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Cash equivalents

Financial liabilities:

Private placement warrants

There were no transfers into or out of Level 1, Level 2, or Level 3 during the year ended December 31, 2025 and 2024.

Private Placement Warrants

In August 2024, pursuant to the Warrant Exchange, the Company exchanged all of the outstanding Private Placement Warrants for Class A Ordinary Shares.

In August 2024, pursuant to the Warrant Exchange, the Company exchanged all of the outstanding private placement warrants to purchase 6,899,996 Class A Ordinary Shares (the “Private Placement Warrants”) for Class A Ordinary Shares.

The Private Placement Warrants were originally assumed in connection with the Business Combination in 2023.

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Balance, end of year

For the years ended December 31, 2024 and 2023, the Company recorded a loss of $ 5.2 million and a gain of $ 0.7 million, respectively, from the change in fair value of the Private Placement Warrants in change in fair value of private placement warrants in the consolidated statements of operations.

Financial Instruments Settled Upon Business Combination

The Company had two level three classified financial instruments, note payable and research and development license consideration, that were measured at fair value on a recurring basis during 2023 and settled prior to December 31, 2023.

The following table provides a summary of changes in the estimated fair value of the note payable and research and development license consideration liability:

Consideration

Balance as of December 31, 2022

Remeasurement to settlement value upon closing of the Business Combination

Settlement of liability

Balance as of December 31, 2023

On December 8, 2022, the Company received $ 7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $ 8.0 million.

The Company elected to account for the Note at fair value.

Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $ 10.0 million.

For the year ended December 31, 2023, the Company recorded a loss on the remeasurement of the Note of $ 2.2 million in change in fair value of note payable in the consolidated statement of operations.

The Note was no longer outstanding as of December 31, 2024 and 2023.

Research and development license consideration

As consideration for the 2022 Lilly License (defined below), Lilly received 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions).

The arrangement was liability classified and remeasured at fair value at each reporting date prior to the Business Combination (the research and development license consideration liability).

Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura.

The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $ 4.5 million, or $ 8.16 per share.

For the year ended December 31, 2023, the Company recorded a loss on the remeasurement of the research and development license consideration liability of $ 1.9 million in research and development in the consolidated statement of operations.

The research and development license consideration liability was no longer outstanding as of December 31, 2024 and 2023.

There were no Private Placement Warrants outstanding as of December 31, 2025 and December 31, 2024.

For the year ended December 31, 2024, the Company recorded a loss of $ 5.2 million, from the change in fair value of the Private Placement Warrants in change in fair value of private placement warrants in the consolidated statements of operations.

Accounts Payable and Accrued Expenses

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2023 Lilly License

On April 26, 2023, the Company’s consolidated subsidiary ZB17 LLC (“ZB17”) entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License (as defined below), the “Lilly Licenses”) with Lilly, for an exclusive license to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront payment consisting of $ 5.8 million as well as 1,000,000 Class A Ordinary Shares issued at a fair value of $ 7.84 per Class A Ordinary Share.

On April 26, 2023, ZB17 entered into a license agreement with Lilly (the “2023 Lilly License” and, together with the 2022 Lilly License (as defined below), the “Lilly Licenses”), for an exclusive license to develop, manufacture and commercialize tibulizumab.

As consideration, we paid Lilly an upfront payment consisting of $ 5.8 million during 2023 and issued Class A Ordinary Shares at an aggregate fair value of $ 7.8 million during the year ended 2023.

During 2024, ZB17 made an additional payment of $ 5.0 million to Lilly in connection with the receipt of certain know-how, data, information and materials that Lilly is required to provide under the license agreement.

The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets.

On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use.

On the acquisition date, the molecule licensed had not yet received regulatory approval and the IPR&D did not have an alternative use.

Accordingly, the Company expensed the entire cost of the 2023 Lilly License in research and development in the consolidated statement of operations during the year ended December 31, 2023.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted Stone Peach the right, but not the obligation, to purchase 4.99 % of the fully diluted equity of ZB17 for $ 1.0 million (the “Stone Peach Call Right”).

The Stone Peach Call Right is not exercisable until after the last patient is dosed in any single next clinical trial with ZB-106 and expires one year from the date of first indication approval for ZB-106 by the FDA or the European Medicines Agency (“EMA”).

The Company recognized the Stone Peach Call Right at a grant-date fair value of $ 1.5 million in research and development in the consolidated statement of operations during the year ended December 31, 2023.

The Stone Peach Call Right represents noncontrolling interest in the Company’s consolidated subsidiary, ZB17.

As of December 31, 2024 and 2023, the noncontrolling interest balance was $ 1.5 million in the consolidated balance sheets.

As additional consideration, beginning on May 1, 2023, Stone Peach receives an annual payment of $ 0.6 million initially, and increasing by 10 % annually, so long as the Company maintains its license for tibulizumab, to be paid on May 1st of each year.

In consideration for the investment made by Stone Peach Properties, LLC (“Stone Peach”), the Company entered into a letter agreement with Stone Peach and ZB17, dated April 24, 2023, as amended by letter agreement dated November 21, 2023 (the “ZB17 Letter Agreement”), pursuant to which ZB17 granted Stone Peach the right, but not the obligation, to purchase 4.99 % of the fully diluted equity of ZB17 for $ 1.0 million (the “Stone Peach Call Right”).

The Stone Peach Call Right was not exercisable until after the last patient is dosed in any single next clinical trial with tibulizumab and would expire one year from the date of first indication approval for tibulizumab by the United States Food and Drug Administration (“FDA”) or the European Medicines Agency (“EMA”).

We recognized the Stone Peach Call Right at a grant-date fair value of $ 1.5 million as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023.

The Stone Peach Call Right represented a noncontrolling interest in our consolidated subsidiary, ZB17.

On December 29, 2025, the Company terminated the ZB17 Letter Agreement, and the noncontrolling interest was extinguished as of December 31, 2025.

See “—Stone Peach Settlement and Release Agreement” below.

As of December 31, 2024, the noncontrolling interest balance was $ 1.5 million in the consolidated balance sheet.

Additionally, beginning on May 1, 2023, Stone Peach received an annual payment of $ 0.6 million initially, and increasing by 10 % annually, so long as the Company maintains its license for tibulizumab, to be paid on May 1st of each year.

The Company records expense for these annual payments when they become due.

For the years ended December 31, 2024 and 2023, the Company recorded $ 0.7 million and $ 0.6 million, respectively, in research and development in the consolidated statement of operations for the annual payments.

The Company recorded a one-time payment of $ 4.5 million for additional consideration due to Stone Peach upon approval from the FDA for its Investigational New Drug (“IND”) and commencement of the clinical trial for tibulizumab in research and development in the consolidated statement of operations for the years ended December 31, 2024 and in accounts payable and accrued expenses as of December 31, 2024.

As a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $ 5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either:

For each of the years ended December 31, 2025 and 2024, the Company recorded $ 0.7 million in research and development in the consolidated statement of operations for the annual payments.

On December 29, 2025, the Company terminated the ZB17 Letter Agreement.

See “ – Stone Peach Settlement and Release Agreement” below.

The Company recorded a one-time payment of $ 4.5 million for additional consideration due to Stone Peach upon approval from the FDA for its Investigational New Drug (“IND”) and commencement of the clinical trial for tibulizumab in research and development in the consolidated statement of operations for the year ended December 31, 2024 and was paid in June 2025.

The payment is included in accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2024.

A letter agreement, dated as of April 25, 2023, by and between BAFFX17, Ltd (“BAFFX17”) and the Company, and as amended by Amendment No.

1 on December 18, 2023 (the “BAFFX17 Letter Agreement”), provided that, as a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $ 5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either:

(i) a change of control transaction, (ii) the closing of an issuance of equity or equity-linked securities by the Company of at least $ 100.0 million, (iii) the consummation of a sale of assets resulting in net proceeds in excess of $ 100.0 million, or (iv) the Company’s fully diluted shares outstanding exceed 52,500,000 shares (on a split adjusted basis) as measured on April 24th of each year.

As the Company’s fully diluted shares outstanding exceeded 52,500,000 shares prior to December 31, 2023, the $ 5.0 million fee was recorded in research and development in the consolidated statement of operations for the year ended December 31, 2023, and is included in accounts payable and accrued expenses in the consolidated balance sheets as of December 31, 2024 and December 31, 2023.

In addition to the consideration paid and/or earned during the years ended December 31, 2024 and 2023, the Company is obligated to make payments (a) to Lilly for four (4) development milestone payments up to an aggregate of $ 155.0 million, and sales milestone payments up to an aggregate of $ 440.0 million based on respective thresholds of net sales of products developed from tibulizumab;

(b) to Lilly over a multi-year period ( twelve years , or upon the later expiration of regulatory exclusivity of ZB-106 in a country) for an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years;

(c) to BAFFX17 for a fee equal to 3 % of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License or the 2023 Lilly License;

(d) to Stone Peach for a one-time milestone payment of $ 25 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction;

(e) to Stone Peach for a royalty of 2 % of the aggregate net sales of any products developed from the Compound (collectively, the “2023 Lilly Contingent Payments”).

On June 30, 2025, the Company received an invoice on behalf of BAFFX17 requesting a $ 5.0 million milestone payment pursuant to the BAFFX17 Letter Agreement.

The Company did not make such payment and the BAFFX17 Letter Agreement was terminated on December 29, 2025.

See “—BAFFX17 Settlement and Release Agreement” below.

In addition to the consideration paid and/or earned in 2025, 2024 and 2023, the Company is obligated to make payments to Lilly (a) for four (4) development milestone payments up to an aggregate of $ 155.0 million, and sales milestone payments up to an aggregate of $ 440.0 million based on respective thresholds of net sales of products developed from tibulizumab;

and (b) over a multi-year period ( twelve years , or upon the later expiration of regulatory exclusivity of ZB-106 in a country) for an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing royalty percentage rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years (collectively, the “2023 Lilly Contingent Payments”).

As of December 31, 2025, none of the 2023 Lilly Contingent Payments are due and accordingly will not be recorded in the Company’s financial statements until they are due.

Prior to the BAFFX17 Settlement Agreement and Stone Peach Settlement Agreement described below, we were also obligated to make payments (a) to BAFFX17 for a fee equal to 3 % of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License or the 2023 Lilly License;

(b) to Stone Peach for a one-time milestone payment of $ 25.0 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction;

See “—BAFFX17 Settlement and Release Agreement” and “—Stone Peach Settlement and Release Agreement” below.

2022 Lilly License

On December 8, 2022, the Company’s consolidated subsidiary, Z33, entered into a license agreement (the “2022 Lilly License”) with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing global license to develop, manufacture, and commercialize certain intellectual property owned by Lilly relating to its IL-33 compound.

On December 8, 2022, the Company’s consolidated subsidiary, Z33, entered into a license agreement with Lilly (the “2022 Lilly License”) pursuant to which Lilly granted Z33 an exclusive (even as to Lilly) license to develop, manufacture, and commercialize torudokimab.

As consideration, the Company paid Lilly an upfront fee of $ 7.0 million during 2022 and issued 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) (the “Lilly License Fee”).

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Prior to the Business Combination, the obligation to issue shares represented contingent consideration and was classified as a liability in the consolidated balance sheet (research and development license consideration liability), which was settled upon the issuance of shares upon the closing of the Business Combination.

As a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which was included in the measurement of the cost of the acquired asset.

A letter agreement dated December 8, 2022, as amended on November 21, 2023 (the “Z33 Letter Agreement” and, together with the ZB17 Letter Agreement, the “Stone Peach Letter Agreements”) by and between Stone Peach, the Company and Z33, provided that, as a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which was included in the measurement of the cost of the acquired asset.

The Company has the right, but not the obligation to purchase up to 50 % of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $ 2.448869 for a period of two years from the date of the agreement (the “Call Option”).

Stone Peach has the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to the Company for a price per share of $ 2.040724 (the “Put Option”).

Pursuant to the Z33 Letter Agreement, Stone Peach had the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to the Company for a price per share of $ 2.040724 (the “Put Option”).

In April 2023, the Company agreed to exercise its Call Option and the Company amended the settlement terms to settle the Call Option by issuing 2,000,000 Class A Ordinary Shares (the “Amended Terms”).

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In connection with the Second Amended Terms, the Company also provided Stone Peach with the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to the Company in exchange for 2,000,000 Class A Ordinary Shares (the “Put Right”).

Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

Each of the Amended Terms and the Second Amended Terms were considered an extinguishment and reissuance of the Z33 Series Seed Preferred Shares, and the Z33 Series Seed Preferred Shares are remeasured to the greater of the redemption value or the initial fair value, less noncontrolling shareholder’s interest in net loss of Z33, at each subsequent reporting period.

The Z33 Series Seed Preferred Shares represent redeemable noncontrolling interest in the Company’s consolidated subsidiary, Z33.

In addition to the consideration paid in 2022 and shares issued in 2023, the Company is also obligated to make payments to Lilly for (a) for $ 3.0 million upon the completion of a financing by Z33 with gross proceeds exceeding $ 100 million;

(b) 10 commercial, development and regulatory milestone payments up to an aggregate of $ 155.0 million and sales milestone payments up to an aggregate of $ 440.0 million based on respective thresholds of net sales of products developed from the licensed compound, if any;

and (c) an annual earned royalty at a marginal royalty rate between in the mid-single to low-double digits (less than 20 %), with increasing rates based on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year, if any year (collectively, the “2022 Lilly Contingent Payments”).

Stone Peach was permitted to exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

Each of the Amended Terms and the Second Amended Terms were considered an extinguishment and reissuance of the Z33 Series Seed Preferred Shares, and the Z33 Series Seed Preferred Shares were remeasured to the greater of the redemption value or the initial fair value, less noncontrolling shareholder’s interest in net loss of Z33, at each subsequent reporting period.

The Z33 Series Seed Preferred Shares represented redeemable noncontrolling interest in the Company’s consolidated subsidiary, Z33.

In July 2025, the Company received a request from Stone Peach to exercise the Put Option pursuant to which Stone Peach would sell 50 % of its Series Seed Preferred Shares in Z33 for $ 5.0 million.

Additionally, in July 2025, the Company received a further request from Stone Peach to exercise the Put Right pursuant to which Stone Peach would sell 50 % of its Series Seed Preferred Shares in Z33 in exchange for 2,000,000 of the Company’s Class A Ordinary Shares.

Upon exercise, the obligation to settle the Put Option in cash was recorded in accounts payable and accrued expenses and additional paid-in capital.

The obligation to settle the Put Right in Class A Ordinary Shares represented redeemable noncontrolling interest and was included in accounts payable and accrued expenses on the condensed consolidated balance sheet as of September 30, 2025.

On December 29, 2025, the Company terminated the Z33 Letter Agreement and the redeemable noncontrolling interest and obligation to settle the Put Right were extinguished as of December 31, 2025.

See “—Stone Peach Settlement and Release Agreement” below.

We paid an additional $ 3.0 million to Lilly in December 2025 because a financing by Z33 with gross proceeds exceeding $ 100.0 million did not occur by December 7, 2025.

We are also obligated to make payments to Lilly for (a) 10 commercial, development and regulatory milestone payments up to an aggregate of $ 155.0 million and sales milestone payments up to an aggregate of $ 440.0 million based on respective thresholds of net sales of products developed from the licensed compound, if any;

and (b) an annual earned royalty at a marginal royalty rate in the mid-single to low-double digits, with increasing royalty percentage rates based on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year, if any year (collectively, the “2022 Lilly Contingent Payments”).

The Company will account for these contingent milestone payments when they become due.

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On March 22, 2022, the Company entered into a license agreement and a Series A - 1 Subscription and Shareholder’s Agreement (collectively, the “Pfizer Agreement”) with Pfizer.

Under the Pfizer Agreement, the Company acquired a license for a compound initially developed by Pfizer, in exchange for $ 5.0 million in cash and 2,702,083 shares (as adjusted by the exchange ratio established in the Business Combination Agreement) of the Company’s Series A - 1 convertible preferred shares, representing a 20 % interest in the Company.

In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , the Pfizer Agreement is accounted for as an asset acquisition, as substantially all of the $ 7.5 million value transferred to the Company was allocated to in-process research and development.

On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use.

Under the Pfizer Agreement, the Company acquired a license for crebankitug in exchange for $ 5.0 million in cash and 2,702,083 shares (as adjusted by the exchange ratio established in the Business Combination Agreement) of the Company’s Series A - 1 convertible preferred shares, representing a 20 % interest in the Company.

On the acquisition date, the compound licensed had not yet received regulatory approval and the IPR&D did not have an alternative use.

In addition to the consideration transferred during 2022, the Company is obligated to make payments to Pfizer for (a) twelve (12) future development and regulatory milestone payments aggregating up to $ 70.0 million and sales milestone payments up to an aggregate of $ 525.0 million based on respective thresholds of net sales of products (developed from the licensed compound) (the “Products”), if any;

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As of December 31, 2025, no additional Pfizer Contingent Payments are due and accordingly no additional Pfizer Contingent Payments will be recorded in the Company’s financial statements until they are due.

The Pfizer Agreement also had an anti-dilution provision to allow Pfizer to maintain an 18 % interest in the Company, as detailed in Note 7.

Immediately prior to the Closing Date of the Business Combination, additional share options and restricted share units were issued to certain employees, executives, and directors that would result in the dilution of Pfizer’s ownership in the Company.

In accordance with the anti-dilution provision of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares.

In accordance with ASC 718, Compensation – Stock Compensation , the Company recorded expense related to these Class A Ordinary Shares based on their grant date fair value.

Following the Business Combination, the anti-dilution provision is no longer in effect.

Lonza License

In July 2022, the Company entered into a license agreement (the “Lonza License”) with Lonza Sales AG (“Lonza”) for a worldwide non-exclusive license for Lonza’s gene expression system in exchange for varying considerations depending on a number of factors such as whether the Company enters further into manufacturing agreements with Lonza or with a third party, and whether the Company enters into sublicense agreements with third parties (including up to middle six-figure annual payments per sublicense upon commencement of a sublicense, as well as royalties of up to low-single digit percentages of net sales of certain products over a commercially standard double-digit multi-year term).

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The Company recorded $ 0.4 million for the Lonza License in research and development in the consolidated statements of operations for the years ended December 31, 2025 and 2024.

During the year ended December 31, 2024, $ 0.4 million was paid for the Lonza License and the remaining $ 0.4 million is included in accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2024.

During each of the years ended December 31, 2025 and 2024, $ 0.4 million was paid for the Lonza License.

WuXi Biologics License

In July 2023, the Company entered into a cell line license agreement (the “Cell Line License Agreement”) with WuXi Biologics and its Affiliates (“WuXi Biologics”) for certain of WuXi Biologics’ know-how, cell line, and biological materials (the “WuXi Biologics Licensed Technology”) to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”).

In July 2023, the Company entered into a cell line license agreement (the “Cell Line License Agreement”) with WuXi Biologics and its Affiliates (“WuXi Biologics”) for certain of WuXi Biologics’s know-how, cell line, and biological materials to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”).

If the Company manufactures all of its commercial supplies of bulk drug product for WuXi Biologics Licensed Products with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the “Royalty”).

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As of December 31, 2025, there are no payments currently due under the Cell Line License Agreement.

Convertible Preferred Shares and Shareholders’ Equity

Business Combination

Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares.

The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement.

On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Ordinary Share of Legacy Zura, par value $ 0.001 per share, Series A-1 convertible preferred share, outstanding option (whether vested or unvested), and restricted share unit (whether vested or unvested) were canceled and converted into a comparable number of awards that consisted of either the rights to receive or acquire the Company’s Class A Ordinary Shares, par value $ 0.0001 per share, as determined by the exchange ratio pursuant to the Business Combination Agreement.

The exchange ratio was approximately 108.083 .

Athanor Letter Agreement

On December 29, 2025, in connection with the termination of the Stone Peach Letter Agreements, the Company entered into a letter agreement with Athanor Capital, an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Athanor”) (the “Athanor Agreement”), pursuant to which the Company issued to Athanor 8,657,402 Class A Ordinary Shares (the “Athanor Shares”).

Athanor is also entitled to piggyback registration rights pursuant to which Athanor has the right to include Athanor Shares in certain registered offerings by the Company or if the Company proposes to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of equity securities, as set forth in the Athanor Agreement.

In addition, pursuant to the terms of the Athanor Agreement, the Company agreed to pay Athanor an upfront fee in an amount equal to $ 7.3 million within thirty days of execution of the Athanor Agreement and a one-time milestone payment in the amount of $ 25.0 million after the occurrence of the earliest of the following events:

(i) we or ZB17 undergoes a Change of Control (as defined in the Athanor Agreement), (ii) the consummation by the Company or ZB17 of a sale of assets resulting in net proceeds in excess of $ 500.0 million, or (iii) First Indication Regulatory Approval (as defined in the Athanor Agreement).

In addition, pursuant to the terms of the Athanor Agreement, the Company agreed to pay an amount equal to 2 % of Net Sales (as defined in the Athanor Agreement) for the Product (as defined in the Athanor Agreement) to the extent such Net Sales (collectively, the “Net Sales Payments”) are the subject of a royalty payment under that certain license agreement dated as of April 26, 2023, by and between ZB17 and Lilly.

The upfront fee was paid as of December 31, 2025.

The Athanor Agreement contains representations, warranties and covenants by the parties in addition to the terms described above and shall remain in effect on a country-by-country basis until the expiration of the obligation to pay the Net Sales Payments.

Stone Peach Settlement and Release Agreement

In connection with the termination of the Stone Peach Letter Agreements, on December 29, 2025, the Company and Stone Peach, Baljit Lehal and Kanwarjeet “Shawn” Tucker (the “Stone Peach Parties”) entered into a Settlement and Release Agreement (the “Stone Peach Settlement Agreement”).

Pursuant to the Stone Peach Settlement Agreement, the Stone Peach Parties acknowledged that, as between the Company and any of the Stone Peach Parties, each of (i) the Stone Peach Letter Agreements, (ii) that certain Z33 Founder Issuance Agreement, dated December 8, 2022, between Z33 and Stone Peach, (iii) that certain Series Seed Preferred Stock Investment Agreement, dated December 8, 2022, between the Company and Stone Peach and (iv) that certain Confidentiality and Non-Circumvention Agreement dated December 13, 2022, between the Company and Stone Peach (such agreements, the “Stone Peach Agreements”) are terminated and therefore rendered null and void, and unenforceable in part or in whole by any of the Stone Peach Parties.

In addition, pursuant to the Stone Peach Settlement Agreement, the Stone Peach Parties provided a general release of the Company and its affiliates, together with the Company’s predecessors, successors, and assigns and past, present and future officers, directors, shareholders,

members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest from and against any and all claims under the Stone Peach Agreements along with any other complaints, claims, causes of action, rights or damages which the Stone Peach Parties have or may have had against the Company or any of the Company’s affiliates.

BAFFX17 Settlement and Release Agreement

On December 29, 2025, the Company and BAFFX17, Asim Mohammed and Lahmber Singh (the “BAFFX17 Parties”) entered into a Settlement and Release Agreement (the “BAFFX17 Settlement Agreement”).

Pursuant to the BAFFX17 Settlement Agreement, we and the BAFFX17 Parties agreed and acknowledged that a certain letter agreement by and between BAFFX17 and the Company dated April 25, 2023, as amended by letter agreement dated December 18, 2023 (the “BAFFX17 Agreements”) are terminated and therefore rendered null and void and unenforceable in part or in whole by any BAFFX17 Party.

In addition, pursuant to the BAFFX17 Settlement Agreement, the BAFFX17 Parties provided a general release of the Company and its affiliates, together with the Company’s predecessors, successors, and assigns and past, present and future officers, directors, shareholders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest from and against any and all claims under the BAFFX17 Agreements along with any other complaints, claims, causes of action, rights or damages which the BAFFX17 Parties have or may have had against the Company or any of the Company’s affiliates.

As the Company has been relieved of the liability by BAFFX17, the reversal of the previously recorded $ 5.0 million one-time milestone payment obligation was recorded as a decrease to accounts payable and accrued expenses on the consolidated balance sheet and a decrease to research and development expenses on the consolidated statement of operations for the year-ended December 31, 2025.

Shareholders’ Equity

On March 16, 2023, in connection with the closing of the Business Combination and effective upon the Closing Date, the Company authorized 300,000,000 Class A Ordinary Shares, par value of $ 0.0001 and 1,000,000 preferred shares, par value of $ 0.0001 .

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The Company incurred $ 0.6 million of offering expenses in connection with establishing the ATM that reduced additional paid-in capital as of December 31, 2024.

On September 18, 2024, the Company sold 1,500,000 Class A Ordinary Shares at a price of $ 3.80 per share under the ATM, for net proceeds of $ 5.5 million, after placement agent commissions.

Warrant Exchange

In connection with the Warrant Exchange, the Company issued 3,782,190 Class A Ordinary Shares.

Exchange of Class A Ordinary Shares

On August 15, 2024, the Company entered into a share surrender and warrant agreement (the “Share Exchange Agreement”) with certain affiliated shareholders (the “Shareholders”), pursuant to which (i) the Shareholders surrendered an aggregate of 4,000,000 Class A Ordinary Shares owned by the Shareholders, for no consideration, which were immediately cancelled and retired, upon surrender;

and (ii) the Company issued pre-funded warrants to purchase an aggregate of 4,000,000 Ordinary Shares, with an exercise price of $ 0.001 per share (the “Share Exchange Warrants”) (the “Share Exchange”).

During the year ended December 31, 2024, the Company sold 1,500,000 Class A Ordinary Shares at a price of $ 3.80 per share under the ATM, for net proceeds of $ 5.5 million, after placement agent commissions.

During the year ended December 31, 2025, the Company sold 3,000,000 Class A Ordinary Shares at a price of $ 1.75 per share under the ATM, for net proceeds of $ 5.1 million, after sales agent commissions.

As of December 31, 2025, $ 114.0 million of Class A Ordinary Shares remained available for sale under the Sales Agreement.

April 2024 Private Placement

On April 18, 2024, the Company entered into subscription agreements (the “Investor Agreements”) with certain institutional and other accredited investors (the “Investors”), whereby the Company agreed to issue 18,732,301 Class A Ordinary Shares at a price of $ 3.108 per share and pre-funded warrants to purchase up to 16,102,348 Class A Ordinary Shares (the “2024 Pre-Funded Warrants”) at a price of $ 3.107 per 2024 Pre-Funded Warrant for an aggregate purchase price of $ 108.3 million.

See Note 8 for further information about the 2024 Pre-Funded Warrants.

On April 18, 2024, the Company also entered into subscription agreements (the “Insider Agreements” and together with the Investor Agreements, the “April 2024 Private Placement”) with certain officers, directors and affiliates of the Company (“Insiders” and together with the Investors, the “Subscribers”), whereby the Company issued 1,357,827 Class A Ordinary Shares at a price of $ 3.13 per share for an aggregate purchase price of $ 4.2 million.

On April 18, 2024, the Company entered into subscription agreements (the “Investor Agreements”) with certain institutional and other accredited investors pursuant to which the Company agreed to issue 18,732,301 Class A Ordinary Shares at a price of $ 3.108 per share and pre-funded warrants to purchase up to 16,102,348 Class A Ordinary Shares (the “2024 Pre-Funded Warrants”) at a price of $ 3.107 per 2024 Pre-Funded Warrant for an aggregate purchase price of $ 108.3 million.

Each 2024 Pre-Funded Warrant has an exercise price of $ 0.001 per Class A Ordinary Share and is exercisable for one Class A Ordinary Share at any time or times on or after April 22, 2024, until exercised in full.

On April 18, 2024, the Company also entered into subscription agreements (the “Insider Agreements” and together with the Investor Agreements, the “April 2024 Private Placement”) with certain officers, directors and affiliates of the Company pursuant to which the Company issued 1,357,827 Class A Ordinary Shares at a price of $ 3.13 per share for an aggregate purchase price of $ 4.2 million.

The April 2024 Private Placement closed on April 22, 2024, from which the Company received total gross proceeds of approximately $ 112.5 million, before deducting transaction costs of $ 7.2 million.

During the year ended December 31, 2025, 1,206,952 Class A Ordinary Shares were issued in connection with the exercise of 2024 Pre-Funded Warrants.

As of December 31, 2025, 14,895,396 of the 2024 Pre-Funded Warrants remained outstanding.

April 2023 Private Placement

On April 26, 2023, the Company entered into its second PIPE subscription agreement (the “April 2023 Private Placement”) with certain accredited investors (the “Subscribers”), whereby the Company issued 15,041,530 Class A Ordinary Shares, par value $ 0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,782,000 Class A Ordinary Shares.

On April 26, 2023, the Company entered into its second PIPE subscription agreement (the “April 2023 Private Placement”) with certain accredited investors pursuant to which the Company issued 15,041,530 Class A Ordinary Shares, par value $ 0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,782,000 Class A Ordinary Shares.

Each Class A Ordinary Share was sold at a price of $ 4.25 per Class A Ordinary Share and each Pre-Funded Warrant was sold at a price of $ 4.249 per Pre-Funded Warrant for an aggregate purchase price of $ 80.0 million.

Class A Ordinary Shares Reserved for Issuance

The summary of shares reserved for issuance as of December 31, 2024 is summarized below:

December 31, 2024

Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares

Shares issuable upon exercise of options to purchase Class A Ordinary Shares

Shares available for grant under 2023 Equity Incentive Plan and ESPP

Shares issuable upon exercise of Z33 Put Right

Shares issuable upon release of restricted share units

Total shares reserved for issuance

Legacy Zura Ordinary Shares and Series A-1 Convertible Preferred Shares

Prior to the Business Combination, Legacy Zura was authorized to issue Ordinary Shares and Series A-1 convertible preferred shares.

The outstanding Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated statement of changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit) as of December 31, 2022, prior to the recapitalization (see Note 3).

As of December 31, 2024 and 2023, no Legacy Zura Ordinary Shares and no convertible preferred shares were issued and outstanding.

Series A-1 Convertible Preferred Shares Rights and Preferences

Each Series A-1 convertible preferred share was convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number shares of the Company’s Ordinary Shares, subject to adjustment.

Each Series A-1 convertible preferred share would have automatically converted into a share of the Company’s Ordinary Shares, subject to adjustment, immediately upon the occurrence of an initial public offering with a gross aggregate subscription with respect to new Ordinary Shares of greater than $ 50.0 million.

The Ordinary Shares resulting from this conversion would have ranked pari passu with the existing Ordinary Shares at the time of conversion.

Anti-Dilution

When the Company issued equity securities, other than pursuant to a share option plan, the Company was required to issue such number of Series A-1 convertible preferred shares to Pfizer as necessary to maintain Pfizer’s ownership interest of 18 %, until the Company raised in excess of $ 30.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution.

Upon the closing of the Business Combination, the anti-dilution provision was no longer in effect.

The holders of shares of Series A-1 convertible preferred shares were entitled to receive dividends, of profits available for distribution as determined by the Company’s board of directors with the consent of the majority of the shareholders, payable on a pro rata, pari passu basis.

No dividends have been declared by the Company’s board of directors.

In the event of any voluntary or involuntary liquidation or return of capital (other than a conversion, redemption or purchase of shares) of the Company, the holders of the Series A-1 convertible preferred shares were entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount of $ 131 per share.

Voting Rights

The holders of the Series A-1 convertible preferred shares were entitled to one vote per share, unless the Series A-1 shares are convertible into a greater number of Ordinary Shares or the holders of Series A-1 convertible preferred shares were entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares were entitled to the number of votes that the holder would be entitled upon conversion to Ordinary Shares or after the issuance of the anti-dilution shares, respectively.

Redemption Rights

The Series A-1 convertible preferred shares were not mandatorily redeemable at the option of the holder.

Each 2023 Pre-Funded Warrant has an exercise price of $ 0.001 per Class A Ordinary Share and is exercisable for one Class A Ordinary Share at any time or times on or after April 26, 2023 until exercised in full.

During the year ended December 31, 2025, 1,682,000 Class A Ordinary Shares were issued in connection with the exercise of 2023 Pre-Funded Warrants.

As of December 31, 2025, 2,100,000 of the 2023 Pre-Funded Warrants remained outstanding.

Warrant Exchange

On July 12, 2024, the Company commenced an exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants that it assumed in connection with the business combination, including (i) public warrants to purchase 5,910,000 Class A Ordinary Shares (the “Public Warrants”) that were held by JATT, and (ii) private placement warrants to purchase 6,899,996 Class A Ordinary Shares (the “Private Placement Warrants”) that were held by JATT shareholders (together with the Public Warrants, the “IPO warrants”).

On July 12, 2024, the Company commenced an exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding warrants that it assumed in connection with the business combination, including (i) public warrants to purchase 5,910,000 Class A Ordinary Shares (the “Public Warrants”) that were held by JATT, and (ii) Private Placement Warrants that were held by JATT shareholders (together with the Public Warrants, the “IPO warrants”).

The Company offered to all holders of the IPO warrants the opportunity to receive 0.30 Class A ordinary shares in exchange for each outstanding IPO warrant tendered by the holder and exchanged pursuant to the Exchange Offer.

Concurrently with the Exchange Offer, the Company also solicited consents from holders of the IPO warrants to amend that certain warrant agreement, dated as of July 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Warrant Agreement”) to permit the Company to require that each IPO warrant outstanding upon the closing of the Exchange Offer be exchanged for 0.27 Class A ordinary shares, which is a ratio 10 % less than the exchange ratio applicable to the Exchange Offer.

Concurrently with the Exchange Offer, the Company also solicited consents from holders of the IPO warrants to amend that certain warrant agreement, dated as of July 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”) to permit the Company to require that each IPO warrant outstanding upon the closing of the Exchange Offer be exchanged for 0.27 Class A ordinary shares, which is a ratio 10 % less than the exchange ratio applicable to the Exchange Offer.

Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments required the vote or written consent of holders of at least a majority of the outstanding public warrants and a majority of the outstanding private placement warrants.

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On August 27, 2024, in accordance with the Warrant Amendment, the Company issued 547,006 Class A Ordinary Shares in exchange for the 196,568 outstanding Public Warrants and 1,829,420 outstanding Private Placement Warrants.

As a result, there are no outstanding IPO warrants as of December 31, 2024.

As a result, there are no outstanding IPO warrants as of December 31, 2024 and December 31, 2025.

In connection with the Warrant Exchange, the Company paid out a de minimis amount of cash in lieu of fractional shares.

The Company incurred approximately $ 1.6 million of costs directly related to the Warrant Exchange, consisting primarily of dealer manager fees and professional, legal, filing, regulatory, and other costs, which are included in general and administrative expenses for the year ended December 31, 2024.

Public Warrants

The Public Warrants became exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination with an exercise price of $ 11.50 per share, subject to certain adjustments and would have expired five years from the date of the Business Combination, or earlier upon redemption or liquidation.

Each warrant entitled the holder to purchase one share of the Company’s Class A Ordinary Shares at a price of $ 11.50 per share, subject to certain adjustments.

The Public Warrants were redeemable, with 30 days written notice, for cash at a price of $ 0.01 per warrant if the Reference Value (as defined below) equaled or exceeded $ 18.00 per share, subject to certain adjustments.

The warrant holders had the right to exercise their outstanding warrants prior to the scheduled redemption date at $ 11.50 per share, subject to certain adjustments.

If the Company called the public warrants for redemption, the Company would have the option to require all holders that wished to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement.

For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A Ordinary Shares for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

The Public Warrants are no longer outstanding as of December 31, 2024.

See “—Warrant Exchange” above.

Private Placement Warrants

The Private Placement Warrants were identical to the Public Warrants, except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, Private Placement Warrants held by the initial purchasers or their permitted transferees were exercisable on a cashless basis and were non-redeemable.

The Private Placement Warrants are no longer outstanding as of December 31, 2024.

See “—Warrant Exchange” above.

Pre-Funded Warrants

On August 15, 2024, in conjunction with the Share Exchange Agreement, the Company issued the 4,000,000 Share Exchange Warrants with an exercise price of $ 0.001 per share and no expiration date.

The Share Exchange Warrants are exercisable immediately, are exercisable until such Share Exchange Warrants are exercised in full and have substantially identical terms to the form of 2024 Pre-Funded Warrant (see below).

Exchange of Class A Ordinary Shares for Pre-Funded Warrants

In April 2025, the Company entered into share surrender and warrant agreements with certain affiliated shareholders (the “2025 Shareholders”), pursuant to which (i) the 2025 Shareholders surrendered an aggregate of 6,500,000 Class A Ordinary Shares owned by the 2025 Shareholders, for no consideration, which were immediately cancelled and retired, upon surrender;

and (ii) the Company issued pre-funded warrants to purchase an aggregate of 6,500,000 Class A Ordinary Shares (the “2025 Share Exchange Warrants) (such transaction, the “2025 Share Exchange”) with an exercise price of $ 0.001 per share and no expiration date.

The 2025 Share Exchange Warrants are exercisable immediately and have substantially identical terms to the form of 2024 Pre-Funded Warrant (see above).

As of December 31, 2025, all of the 2025 Share Exchange Warrants remained outstanding.

and (ii) the Company issued pre - funded warrants to purchase an aggregate of 4,000,000 Ordinary Shares, with an exercise price of $ 0.001 per share (the “Share Exchange Warrants”) (the “Share Exchange”).

The Share Exchange Warrants are exercisable immediately and have substantially identical terms to the form of 2024 Pre-Funded Warrant (see above).

A holder of the Share Exchange Warrants (together with its affiliates and other attribution parties) may not exercise any portion of a Share Exchange Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would beneficially own more than 9.99 % of the Company’s outstanding Class A Ordinary Shares immediately after exercise, which percentage may be increased or decreased to any other percentage specified not in excess of 9.99 % at the holder’s election upon 61 days ’ notice to the Company subject to the terms of the Share Exchange Warrants.

In connection with the April 2023 Private Placement, the Company sold to accredited investors pre-funded warrants to purchase up to 3,782,000 Class A Ordinary Shares at a price of $ 4.249 per pre-funded warrant for an aggregate purchase price of approximately $ 16.1 million (the “2023 Pre-Funded Warrants”).

In connection with the April 2024 Private Placement (see Note 7), the Company sold to accredited investors the 2024 Pre-Funded Warrants to purchase up to 16,102,348 Class A Ordinary Shares.

As of December 31, 2025, all of the Share Exchange Warrants remained outstanding.

The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2025 and 2024:

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Expiration Date

C lass A Ordinary Shares Reserved for Issuance

The summary of shares reserved for issuance as of December 31, 2025 is summarized below:

December 31, 2025

Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares

Shares issuable upon exercise of options to purchase Class A Ordinary Shares

Shares available for grant under 2023 Equity Incentive Plan and ESPP

Shares issuable upon release of restricted share units

Total shares reserved for issuance

Share-Based Compensation

On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination.

The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options;

Equity Incentive Plan

In March 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “EIP”) which allows for the grant of share options, both incentive and nonqualified share options;

stock appreciation rights (“SARS”), alone or in conjunction with other awards;

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The Company has granted share options, RSUs and RSAs that generally vest over four years and expire after 10 years .

On June 1, 2023, the Company’s board of directors approved an increase to the number of Class A Ordinary Shares that may be issued under the Equity Incentive Plan by an additional 5,564,315 Class A Ordinary Shares.

The Class A Ordinary Shares issuable under the Equity Incentive Plan are subject to an annual increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2029, equal to the lesser of (i) 5.0 % of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the board.

As of January 1, 2024, the Company's board of directors decided not to apply an increase to the Class A Ordinary Shares issuable under the Equity Incentive Plan for the 2024 calendar year.

On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective on the day immediately preceding the Closing Date of the Business Combination.

The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898 , plus an aggregate number of Class A Ordinary Shares that are automatically added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029, as discussed above.

On June 1, 2023, the Board of Directors approved an increase to the number of Class A Ordinary Shares that may be issued under the EIP by an additional 5,564,315 Class A Ordinary Shares.

The Class A Ordinary Shares issuable under the EIP are subject to an annual increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2029, equal to the

lesser of (i) 5.0 % of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the Board of Directors.

As of January 1, 2024, the Board of Directors decided not to apply an increase to the Class A Ordinary Shares issuable under the EIP for the 2024 calendar year.

The annual increase was applied for the 2025 calendar year.

Employee Stock Purchase Plan

In March 2023, JATT’s board of directors approved adopted the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”).

The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898 , plus an aggregate number of Class A Ordinary Shares that are automatically added under the EIP on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029, as discussed above.

The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15 %.

As of December 31, 2025, the Company has no t activated the ESPP.

As of December 31, 2024, a maximum of 13,624,111 Class A Ordinary Shares were authorized for issuance under either the Equity Incentive Plan and ESPP, collectively.

Legacy Zura Option Plans Conversions

On June 8, 2022, Legacy Zura’s board of directors approved two share option plans, the UK Plan (the “UK Plan”) and the US Plan (the “US Plan”) (collectively, the “Option Plans”) which permit the granting of nonqualified share options to certain employees and directors.

There were 1,501,165 Ordinary Shares available for issuance under the Option Plans, of which 383,371 Ordinary Shares were authorized for issuance under the US Plan.

Upon closing of the Business Combination, all equity awards of Legacy Zura that were issued and outstanding under the Option Plans were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares under the Equity Incentive Plan.

As a result, each of Legacy Zura’s equity awards were converted into an option to purchase Class A Ordinary Shares of the Company based on an exchange ratio of approximately 108.083 .

Equity Incentive Plan

As of December 31, 2025, a maximum of 16,888,988 Class A Ordinary Shares were authorized for issuance under the EIP and ESPP, collectively.

Share Options

The fair value of Equity Incentive Plan share options is estimated on the date of grant using the Black-Scholes option pricing model.

The fair value of EIP share options is estimated on the date of grant using the Black-Scholes option pricing model.

The Company lacks significant company-specific historical and implied volatility information.

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Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following weighted-average assumptions were used to estimate the fair value of the Equity Incentive Plan share options issued during the years ended December 31, 2024 and 2023:

The following weighted-average assumptions were used to estimate the fair value of the EIP share options issued during the years ended December 31, 2025 and 2024:

For the Year Ended December 31,

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Options outstanding as of December 31, 2024

( 1,533,508 )

Options outstanding as of December 31, 2025

Options vested and exercisable as of December 31, 2025

Included in options outstanding as of December 31, 2024 and 2023 in the table above are 2,165,369 and 2,483,135 , respectively, options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the Equity Incentive Plan.

In December 2024, the Company granted 1,053,000 PSOs, included in the table above, that will vest upon the earlier of achieving a one year service condition or upon the Company’s Annual General Meeting (“AGM”).

The Company is recording expense over one year as the Company’s management has not deemed it probable that the AGM will be earlier than one year.

As of December 31, 2025, unrecognized compensation costs related to the unvested share options were $ 13.7 million, which the Company expects to recognize over a weighted-average period of 2.8 years.

Included in options outstanding as of December 31, 2025 and 2024 in the table above are 2,055,314 and 2,165,369 , respectively, options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the EIP.

In May 2025, the Company granted 408,000 share options to purchase Class A Ordinary shares with non-market performance conditions (“PSOs”), included in the table above, that will vest upon the earlier of achieving a one-year service condition or upon the Company’s next Annual General Meeting (“AGM”).

In December 2024, the Company granted 1,053,000 PSOs, included in the table above, that will vest upon the earlier of achieving a one year service condition or upon the Company’s AGM.

In February 2025, the date of the AGM was set to May 21, 2025 (the “AGM Date”).

Accordingly, management determined that the performance condition was met and recorded the remaining unrecognized compensation expense of $ 1.5 million ratably through the AGM Date.

The 2024 PSOs vested on the AGM Date.

The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 1.02 and $ 2.71 , respectively.

Market-Based Share Options

On March 20, 2023, the Company granted 306,373 options to purchase Class A Ordinary Shares (“Market-Based Share Options”) to a certain Director of the Board.

On March 20, 2023, the Company granted 306,373 options to purchase Class A Ordinary Shares (“Market-Based Share Options”) to a member of the Board of Directors.

These awards will vest only to the extent that the 20 -day volume weighted average trading price (“VWAP”) of the Class A Ordinary Shares is over $ 30 per Class A Ordinary Share at any time prior to the fifth anniversary of the grant date.

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The fair value of these Market-Based Share Options were estimated using a Monte Carlo valuation method for the year ended December 31, 2023.

No Market-Based Share Options were granted during the year ended December 31, 2024.

The following table includes the weighted-average assumptions used at the grant date to determine the fair value of the Company’s Market-Based Share Options granted during the year ended December 31, 2023.

Expected volatility

Risk-free rate

Expected life

Expected dividend yield

Fair value per Market-Based Share Options

No Market-Based Share Options were granted during the years ended December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, the Company recorded expense related to Market-Based Share Options of $ 0.3 million and $ 0.7 million, respectively.

There is no unrecognized compensation costs related to the Market-Based Share Options as of December 31, 2025.

Restricted Share Units

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Unvested RSUs outstanding as of December 31, 2024

Vested and issued

Vested and unissued

Unvested RSUs as of December 31, 2025

For the years ended December 31, 2024 and 2023, the Company recorded expense related to RSUs of $ 2.0 million and $ 1.6 million, respectively.

As of December 31, 2025, unrecognized compensation costs related to the unvested RSUs were $ 2.4 million which the Company expects to recognize over a weighted-average period of 1.2 years.

For each of the years ended December 31, 2025 and 2024, the Company recorded expense related to RSUs of $ 2.0 million, respectively.

Restricted Share Awards

During the year ended December 31, 2023, the Company converted RSUs granted to a certain director pursuant to the Equity Incentive Plan into RSAs.

The following table summarizes the Company’s RSA activity for the year ended December 31, 2025:

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Unvested RSAs outstanding as of December 31, 2025

For the years ended December 31, 2024 and 2023, the Company recorded expense related to RSAs of $ 1.0 million and $ 0.6 million, respectively.

As of December 31, 2025, unrecognized compensation costs related to the unvested RSAs were $ 1.2 million which the Company expects to recognize over a weighted-average period of 1.4 years.

For each of the years ended December 31, 2025 and 2024, the Company recorded expense related to RSAs of $ 1.0 million, respectively.

Equity Award Modification

On July 24, 2024, the Company entered into a settlement agreement with Someit Sidhu (“Settlement Agreement”) in connection with the Chief Executive Officer (“CEO”) transition.

Pursuant to the Settlement Agreement, 1,700,000 share options became fully vested and immediately exercisable and the remaining 250,000 share options will vest annually over three years on the anniversary of the Settlement Agreement.

On December 11, 2025, Arnout Ploos van Amstel notified the Company of his decision to resign from the Board of Directors and as a member of the Nominating and Governance Committee of the Board of Directors.

The Board of Directors approved accelerated vesting of the unvested portion of two outstanding options, previously granted to Mr.

Ploos van Amstel, relating to an aggregate of 41,549 Class A Ordinary Shares, which became fully vested and exercisable on December 11, 2025.

The Board of Directors also approved an extension of the post-termination exercise period of all of Mr.

Ploos van Amstel’s vested share options to be eighteen months from the resignation date.

For the year ended December 31, 2025, the Company recognized $ 0.1 million of share-based compensation expense related to this modification within general and administrative expense in the consolidated statement of operations.

On June 27, 2025, the Company and Verender Badial, the Company’s former Chief Financial Officer, entered into an agreement in connection with Mr.

Badial’s resignation from the Company (the “Badial Settlement Agreement”).

The Badial Settlement Agreement provides for accelerated vesting of the unvested portion of two outstanding options, previously granted to Mr.

Badial, relating to an aggregate of 198,540 Class A Ordinary Shares, which became fully vested and exercisable on July 31, 2025.

The Badial Settlement Agreement also provides for an extension of the post-termination exercise period of all of Mr.

Badial’s vested share options to the applicable expiration date of the applicable share option, as of July 31, 2025, subject to certain conditions therein.

All other remaining unvested options to purchase Class A Ordinary Shares were forfeited and cancelled on July 31, 2025.

For the year ended December 31, 2025, the Company recognized $ 0.2 million of share-based compensation expense related to this modification within general and administrative expense in the consolidated statement of operations.

On April 24, 2025, the Company amended a member of the Board of Director’s option agreements, causing his unvested options to purchase 32,099 Class A Ordinary Shares to become fully vested and exercisable as of the AGM Date.

Additionally, the Board of Directors extended the post-termination exercise period of his vested options to purchase an aggregate of 165,149 Class A Ordinary Shares to the applicable expiration date of each of the respective option awards, upon completion of his service as a member of the Board of Directors.

On July 24, 2024, the Company entered into a settlement agreement with Someit Sidhu (“Sidhu Settlement Agreement”) in connection with the Chief Executive Officer (“CEO”) transition.

Pursuant to the Sidhu Settlement Agreement, 1,700,000 share options became fully vested and immediately exercisable and the remaining 250,000 share options will vest annually over three years on the anniversary of the Sidhu Settlement Agreement.

Accordingly, for the year ended December 31, 2024, the Company recorded $ 5.9 million of share-based compensation expense, in general and administrative expense in the consolidated statement of operations, for the remaining grant date fair value of the 1,700,000 share options and the grant date fair value of the 250,000 share options is being recorded to compensation expense over the revised vesting period.

The Company determined that the Settlement Agreement did not result in any incremental expense.

The Company determined that the Sidhu Settlement Agreement did not result in any incremental expense.

On January 10, 2024, the Company and its Chief Medical Officer (the “CMO”) entered into an agreement regarding the CMO’s departure from the Company (the “Severance Agreement”).

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During the year ended December 31, 2024, the Company recognized a reversal of approximately $ 0.1 million of share-based compensation expense related to this modification in research and development expense in the consolidated statement of operations.

On April 7, 2023, the Company and its President and Chief Operating Officer (the “COO”) entered into an agreement regarding the COO’s departure from the Company (the “Severance Agreement”).

In connection with Severance Agreement, 59,594 of the share options previously granted to the COO became fully vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period.

The Company recognized approximately $ 0.6 million of incremental share-based compensation during the year ended December 31, 2023 related to this share option modification.

Other Share-based Compensation

In accordance with the anti-dilution provisions of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares.

During the year ended December 31, 2023, the Company recorded expense of $ 2.2 million in research and development in the consolidated statement of operations, related to these Class A Ordinary Shares based on their grant-date fair value.

Share-based Compensation Expense

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Total share-based compensation expense

As of December 31, 2024, unrecognized compensation costs related to the unvested share options were $ 21.2 million, which the Company expects to recognize over a weighted-average period of 2.8 years.

As of December 31, 2024, unrecognized compensation costs related to the unvested RSUs were $ 4.1 million which the Company expects to recognize over a weighted-average period of 2.2 years.

As of December 31, 2024, unrecognized compensation costs related to the unvested RSAs were $ 2.3 million which the Company expects to recognize over a weighted-average period of 2.4 years.

The components of loss before income taxes were as follows:

The Company accounts for income taxes under the liability method;

under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

The Company utilizes a two-step approach to recognize and measure uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

For financial reporting purposes, Loss before income taxes, includes the following components:

For the Year Ended December 31,

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Provision For Income Taxes

There is no provision for income taxes because the Company has incurred losses since its inception and maintains a full valuation allowance against its net deferred tax assets.

A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

Income tax at federal statutory rate

State income tax expense, net of federal tax effect

Impact of non-U.S.

During the year ended December 31, 2025, the Company adopted ASU 2023-09 to enhance the income tax disclosures regarding income taxes paid and the rate reconciliation disclosure.

The provision for income taxes reconciles to the amount computed by applying the U.S.

federal statutory rate of 21 % to income (loss) before income taxes as follows (in thousands):

Income tax at U.S.

federal statutory rate

Change in valuation allowance

Non-deductible share-based compensation

Permanent differences

Change in deferred tax rate

The difference between the United States (“U.S.”) statutory federal income tax rate and the Company’s effective tax rate in 2024 and 2023 is primarily attributable to no tax benefit being provided on pre-tax operating losses as the Company maintains a full valuation allowance against its deferred tax assets.

Nontaxable or nondeductible items

Foreign Tax Effects:

United Kingdom

Change in valuation allowances

Cayman Islands

Rate differential

The Company has not recorded any state taxes in 2025 and 2024.

However, the jurisdictions that comprise the majority (greater than 50%) of the composite state rate are Florida and Virginia.

Deferred Tax Assets and Valuation Allowance

The significant components of the Company’s net deferred tax assets were as follows:

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands):

Deferred tax assets:

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Total deferred income tax assets, net

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized.

Deferred tax liabilities

Total deferred income tax liabilities

Net deferred tax assets (liabilities)

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is based on the assessment of available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the utilization of existing deferred tax assets.

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The Company’s overall valuation allowance increased by $ 13.8 million during 2025 resulting from current year losses for which no tax benefit was provided.

As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets in the “change in valuation allowance” line of the rate reconciliation.

The following table presents a reconciliation of the total change in the valuation allowance:

Beginning Balance

Change charged to income tax expense

Change charged to current translation adjustment

Ending balance

As of December 31, 2025, the Company had U.S.

federal net operating loss (“NOL”) carryforwards of approximately $ 59.4 million which may be carried forward indefinitely but are only available to offset 80 % of future taxable income.

In addition, the Company had $ 31.1 million of foreign net operating loss carryforwards of which $ 12.8 million was generated in the United Kingdom and $ 18.3 million was generated in the Cayman Islands.

The NOLs generated in the United Kingdom can be carried forward indefinitely.

The NOLs generated in the Cayman Islands have no value as the Cayman Islands do not impose any income tax on corporations.

In addition, the Company also has approximately $ 12.2 million in state net operating loss carryforwards of which the Florida NOL of $ 0.4 million can be carried forward 20 years and the Virginia NOL of $ 11.8 may be carried forward indefinitely but is only available to offset 80 % of future taxable income.

In addition, the Company had $ 6.3 million of foreign net operating loss carryforwards generated in the United Kingdom which may be carried forward indefinitely.

In addition, the Company also has approximately $ 0.4 million in state net operating loss carryforwards (tax-effected) of which the Florida NOL of $ 0.2 million can be carried forward 20 years , and the Virginia NOL of $ 0.1 million and the South Carolina NOL of $ 0.1 million may be carried forward indefinitely but is only available to offset 80 % of future taxable income.

The net operating loss carryforwards are subject to review and possible adjustment by the U.S.

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As of December 31, 2025, the Company had not performed an analysis to determine whether any of the Company’s net operating loss carryforwards are subject to limitation under Sections 382 of the Internal Revenue Code.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA contains numerous business tax provisions, including business extenders made permanent such as restoration of 100% bonus depreciation, IRC Section 174 expensing for US-based research, and the EBITDA-based business interest expense limitation under Section 163(j).

The enacted legislation did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025.

The Company applies the applicable authoritative guidance which prescribes a comprehensive model for the manner in which a company should recognize, measure, present and disclose in its consolidated financial statements all material uncertain tax positions that the Company has taken or expects to take on a tax return.

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Redeemable Noncontrolling Interest

As a finder’s fee for the 2022 Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach.

Zura has the right, but not the obligation to purchase up to 50 % of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $ 2.448869 for a period of two years from the date of the agreement (the “Call Option”).

Stone Peach has the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $ 2.040724 (the “Put Option”).

As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option.

Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest.

As a finder’s fee for the 2022 Lilly License, Z33 issued the Z33 Series Seed Preferred Shares to Stone Peach pursuant to the Z33 Letter Agreement.

Zura had the right, but not the obligation, to purchase up to 50 % of the Z33 Series Seed Preferred Shares issued to Stone Peach at a price per share of $ 2.448869 for a period of two years from the date of the agreement (the “Call Option”).

Stone Peach had the right, but not the obligation to sell up to 50 % of the Z33 Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $ 2.040724 (the “Put Option”).

As it was not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option.

Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represented redeemable noncontrolling interest.

In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50 % of the Z33 Series Seed Preferred Shares previously issued to Stone Peach.

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Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50 % of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the “Put Right”).

Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

Stone Peach was able to exercise its Put Option and Put Right at any time between April 24, 2024 and April 24, 2028 under the new agreement.

The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares.

The $ 9.2 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed contribution from the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders, in the consolidated statement of operations.

On December 31, 2023, the redeemable noncontrolling interest was accreted to its redemption value and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2023 in the consolidated statement of operations.

On December 31, 2024, the redeemable noncontrolling interest was remeasured from its redemption price to its initial carry amount, decreased for the noncontrolling interest’s share of Z33’s net loss, and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2024 in the consolidated statement of operations.

As of December 31, 2024 and 2023, the redeemable noncontrolling interest balance was $ 11.7 million and $ 18.7 million, respectively.

On December 31, 2024, the redeemable

noncontrolling interest was remeasured from its redemption price to its initial carry amount, decreased for the noncontrolling interest’s share of Z33’s net loss, and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2024 in the consolidated statement of operations.

As of December 31, 2024, the redeemable noncontrolling interest balance was $ 11.7 million.

In July 2025, Stone Peach exercised its Put Option and Put Right.

Upon exercise, the obligation to settle the Put Option in cash was recorded in accounts payable and accrued expenses extinguishing 50 % of the redeemable noncontrolling interest.

As it was not possible to specifically identify the shares that may be redeemed upon exercising the Put Option, and the applicable unit of account is each share, the Company assessed that the remaining 50 % of the Z33 Series Seed Preferred Shares must be considered redeemable until the settlement of the Put Option or Put Right.

Accordingly, the 50 % of the Z33 Series Seed Preferred Shares issued to Stone Peach represented redeemable noncontrolling interest and were remeasured as of September 30, 2025.

On December 29, 2025, we terminated the Z33 Letter Agreement, and the respective call and put rights relating to Z33’s Series Seed Preferred Shares recorded as redeemable noncontrolling interest and the obligation to settle the Put Option were extinguished.

Defined Contribution Plans

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Subsequent Events

On January 1, 2025, the Class A Ordinary Shares reserved for future issuances under the Equity Incentive Plan and ESPP were each increased by the annual automatic increase of 5 % of outstanding Class A Ordinary Shares as of December 31, 2024, or 3,264,877 Class A Ordinary Shares.

In the first quarter of 2025, the Company sold 3,000,000 Class A Ordinary Shares at a price of $ 1.75 per share under the ATM, for net proceeds of $ 5.1 million, after placement agent commissions.

In February 2025, the Company granted options to purchase 3,572,790 Class A Ordinary Shares to employees under the Equity Incentive Plan.

The share options vest over four years .

Resignation of Chief Executive Officer

On January 21, 2026 (the “Effective Date”), the Company and Robert Lisicki, the Company’s former Chief Executive Officer, entered into a separation agreement in connection with Mr.

Lisicki’s resignation from the Company (the “Separation Agreement”), pursuant to which Mr.

Lisicki will remain a non-executive employee of the Company through March 31, 2026 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 Effective 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) March 31, 2027 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.

Appointment of Chief Executive Officer

On the Effective Date, 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.

Kulkarni will also continue serving as a director on the Board.

Also on the Effective Date, Ms.

Davis, who was appointed as interim Chief Executive Officer, effective October 10, 2025, 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 the Effective Date (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.

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;

● 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.

February 2026 Equity Offering

On February 24, 2026, the Company entered into an underwriting agreement with Leerink Partners LLC, Piper Sandler & Co.

and Cantor Fitzgerald & Co., as representatives of the several underwriters listed therein, pursuant to which the Company agreed to issue and sell 21,200,000 Class A ordinary shares (the “Shares”), par value $ 0.0001 per share, at a price to the public of $ 6.25 per share, which included 3,000,000 additional Class A ordinary shares sold upon exercise in full by the underwriters of their option to purchase additional shares of stock in the offering, along with pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,800,000 Ordinary Shares at a price to the public of $ 6.249 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $ 0.001 exercise price of each Pre-Funded Warrant (the “Offering”).

The net proceeds from the Offering were approximately $ 135.1 million after deducting underwriting discounts and commissions and estimated offering expenses.

The Offering closed on February 26, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures