Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40598 | |
Entity Registrant Name | ZURA BIO LIMITED | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1725736 | |
Entity Address, Address Line One | 1489 W. Warm Springs Rd. #110 | |
Entity Address, City or Town | Henderson | |
Entity Address State Or Province | NV | |
Entity Address, Postal Zip Code | 89014 | |
City Area Code | 702 | |
Local Phone Number | 757-6133 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,093,685 | |
Entity Central Index Key | 0001855644 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Ordinary Shares | ||
Document Information | ||
Title of 12(b) Security | Class A Ordinary Shares | |
Trading Symbol | ZURA | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ZURAW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 112,802 | $ 1,567 |
Prepaid expenses and other current assets | 530 | 209 |
Total current assets | 113,332 | 1,776 |
Deferred offering costs | 3,486 | |
Total assets | 113,332 | 5,262 |
Current liabilities: | ||
Accounts payable and accrued expenses | 19,940 | 4,428 |
Note payable | 7,756 | |
Research and development license consideration liability | 2,634 | |
Total current liabilities | 19,940 | 14,818 |
Private placement warrants | 2,069 | |
Total liabilities | 22,009 | 14,818 |
Commitments and contingencies | ||
Convertible preferred shares | ||
Series A-1 convertible preferred shares, $0.001 par value, -0- and 13,510,415 shares authorized, issued and outstanding as of June 30, 2023 and December 31, 2022 | 12,500 | |
Redeemable noncontrolling interest | 20,875 | 10,000 |
Shareholders' Equity (Deficit): | ||
Preferred shares, $0.0001 par value, 1,000,000 and -0- authorized as of June 30, 2023 and December 31, 2022, respectively; -0- issued and outstanding as of June 30, 2023 and December 31, 2022 | ||
Class A Ordinary shares, $0.0001 par value, 300,000,000 authorized, 43,093,685 issued and outstanding as of June 30, 2023; 1,884,649 authorized, 383,479 issued and outstanding as of December 31, 2022 | 4 | |
Additional paid-in capital | 155,654 | |
Accumulated deficit | (86,751) | (32,056) |
Total Zura Bio Limited shareholders' equity (deficit) | 68,907 | (32,056) |
Noncontrolling interest | 1,541 | 0 |
Total shareholders' equity (deficit) | 70,448 | (32,056) |
Total liabilities, convertible preferred shares, redeemable noncontrolling interest and shareholders' equity (deficit) | $ 113,332 | $ 5,262 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Series A-1 convertible preferred shares, par value per share | $ 0.001 | $ 0.001 |
Series A-1 convertible preferred shares authorized | 0 | 13,510,415 |
Series A-1 convertible preferred shares issued | 0 | 13,510,415 |
Series A-1 convertible preferred shares outstanding | 0 | 13,510,415 |
Preferred shares, par value per share | $ 0.0001 | $ 0.0001 |
Preferred shares authorized | 1,000,000 | 0 |
Preferred shares issued | 0 | 0 |
Preferred shares outstanding | 0 | 0 |
Class A ordinary shares, par value per share | $ 0.0001 | $ 0.0001 |
Class A ordinary shares authorized | 300,000,000 | 1,884,649 |
Class A ordinary shares issued | 43,093,685 | 383,479 |
Class A ordinary shares outstanding | 43,093,685 | 383,479 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Operating expenses: | ||||
Research and development | $ 28,230 | $ 85 | $ 7,585 | $ 33,114 |
General and administrative | 5,675 | 842 | 1,161 | 8,510 |
Total operating expenses | 33,905 | 927 | 8,746 | 41,624 |
Loss from operations | (33,905) | (927) | (8,746) | (41,624) |
Other expense/(income), net: | ||||
Other income, net | (412) | (2) | (2) | (403) |
Change in fair value of private placement warrants | 532 | 355 | ||
Change in fair value of note payable | 2,244 | |||
Total other expense/(income), net | 120 | (2) | (2) | 2,196 |
Loss before income taxes | (34,025) | (925) | (8,744) | (43,820) |
Net loss before redeemable noncontrolling interest | (34,025) | (925) | (8,744) | (43,820) |
Net loss attributable to redeemable noncontrolling interest | 203 | |||
Net loss | (34,025) | (925) | (8,744) | (43,617) |
Adjustment to Zura subsidiary's preferred stock to redemption | (203) | |||
Deemed dividend to redeemable noncontrolling interest | (10,875) | (10,875) | ||
Net loss attributable to Class A Ordinary Shareholders of Zura | $ (44,900) | $ (925) | $ (8,744) | $ (54,695) |
Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic | $ (1.31) | $ (9.54) | $ (162.30) | $ (2.88) |
Net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted | $ (1.31) | $ (9.54) | $ (162.30) | $ (2.88) |
Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura, basic | 34,303,125 | 97,004 | 53,874 | 19,012,464 |
Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura,, diluted | 34,303,125 | 97,004 | 53,874 | 19,012,464 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Convertible Preferred Shares, Redeemable Noncontrolling Interest and Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Noncontrolling interest | Class A Ordinary Shares Recapitalization | Class A Ordinary Shares Private Placement | Class A Ordinary Shares License agreement with Lilly | Class A Ordinary Shares | Additional Paid-in Capital Private Placement | Additional Paid-in Capital Pre-Funded Warrants | Additional Paid-in Capital License agreement with Lilly | Additional Paid-in Capital | Accumulated Deficit Recapitalization | Accumulated Deficit | Redeemable Noncontrolling Interest Recapitalization | Redeemable Noncontrolling Interest | Convertible Preferred Shares Recapitalization | Convertible Preferred Shares | Recapitalization | Private Placement | Pre-Funded Warrants | License agreement with Lilly | Total | |||||
Balance (Shares) at Jan. 17, 2022 | 0 | 0 | |||||||||||||||||||||||
Balance at Jan. 17, 2022 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | [1] | $ 0 | ||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for cash | [1] | $ 10,000 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for cash (in Shares) | 10,808,332 | ||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for license | [1] | $ 2,500 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation (in shares) | 2,702,083 | ||||||||||||||||||||||||
Exercises of stock options (in Shares) | 383,372 | ||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [1] | $ 2,500 | |||||||||||||||||||||||
Share-based compensation | 309 | 309 | |||||||||||||||||||||||
Balance at Jun. 30, 2022 | [1] | $ 12,500 | |||||||||||||||||||||||
Balance (Shares) at Jun. 30, 2022 | 13,510,415 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Issuance of shares (in shares) | 108 | ||||||||||||||||||||||||
Net loss | (8,744) | (8,744) | |||||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2022 | 383,480 | ||||||||||||||||||||||||
Balance at Jun. 30, 2022 | 309 | (8,744) | (8,435) | ||||||||||||||||||||||
Balance (Shares) at Mar. 31, 2022 | 13,510,415 | ||||||||||||||||||||||||
Balance at Mar. 31, 2022 | [1] | $ 12,500 | |||||||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Exercises of stock options (in Shares) | 383,372 | ||||||||||||||||||||||||
Share-based compensation | 309 | 309 | |||||||||||||||||||||||
Balance at Jun. 30, 2022 | [1] | $ 12,500 | |||||||||||||||||||||||
Balance (Shares) at Jun. 30, 2022 | 13,510,415 | ||||||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2022 | 108 | ||||||||||||||||||||||||
Balance at Mar. 31, 2022 | (7,819) | (7,819) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Net loss | (925) | (925) | |||||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2022 | 383,480 | ||||||||||||||||||||||||
Balance at Jun. 30, 2022 | 309 | (8,744) | $ (8,435) | ||||||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Recapitalization | 13,385,415 | ||||||||||||||||||||||||
Balance after recapitalization (in shares) | 13,510,415 | ||||||||||||||||||||||||
Recapitalization | 276,172 | ||||||||||||||||||||||||
Balance (Shares) at Dec. 31, 2022 | 125,000 | 13,510,415 | |||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 10,000 | 10,000 | $ 12,500 | [1] | $ 12,500 | [1] | |||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for license | [1] | $ 2,186 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation (in shares) | 267,939 | ||||||||||||||||||||||||
Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination | $ 2 | [1] | 14,684 | $ (14,686) | [1] | $ 14,686 | |||||||||||||||||||
Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination (in shares) | 13,778,354 | (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 | $ 1 | [1] | 48,350 | 48,351 | |||||||||||||||||||||
Issuance of Class A Ordinary Shares in connection with Business Combination, including PIPE Investment, Forward Purchase Investment, and Backstop Shares (in shares) | 12,444,081 | ||||||||||||||||||||||||
Issuance of Class A Ordinary Shares to settle research and development license consideration liability | 4,488 | 4,488 | |||||||||||||||||||||||
Issuance of Class A Ordinary Shares to settle research and development license consideration liability (in shares) | 550,000 | ||||||||||||||||||||||||
Reclassification of public warrant liability to equity | 2,001 | 2,001 | |||||||||||||||||||||||
Adjustment to Zura subsidiary's preferred stock to redemption | (203) | 203 | (203) | ||||||||||||||||||||||
Stone Peach Call Right issued to noncontrolling interest | 1,541 | 1,541 | |||||||||||||||||||||||
Deemed dividend to redeemable noncontrolling interest | (10,875) | 10,875 | (10,875) | ||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [1] | $ 2,186 | |||||||||||||||||||||||
Share-based compensation | 8,088 | $ 8,088 | |||||||||||||||||||||||
Balance at Jun. 30, 2023 | 20,875 | ||||||||||||||||||||||||
Balance (Shares) at Jun. 30, 2023 | 0 | ||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 3,548 | 279,720 | 383,479 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ (32,056) | (32,056) | $ (32,056) | $ (32,056) | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Issuance of shares (in shares) | 15,041,530 | 1,000,000 | |||||||||||||||||||||||
Issuance of shares | $ 1 | [1] | $ 54,133 | $ 16,070 | $ 7,840 | $ 54,134 | $ 16,070 | $ 7,840 | |||||||||||||||||
Net loss | (43,617) | (203) | $ (43,617) | ||||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2023 | 43,093,685 | 43,093,685 | |||||||||||||||||||||||
Balance at Jun. 30, 2023 | 1,541 | $ 4 | [1] | 155,654 | (86,751) | $ 70,448 | |||||||||||||||||||
Balance at Mar. 31, 2023 | 10,000 | ||||||||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Stone Peach Call Right issued to noncontrolling interest | 1,541 | 1,541 | |||||||||||||||||||||||
Deemed dividend to redeemable noncontrolling interest | (10,875) | 10,875 | (10,875) | ||||||||||||||||||||||
Share-based compensation | 7,908 | $ 7,908 | |||||||||||||||||||||||
Balance at Jun. 30, 2023 | $ 20,875 | ||||||||||||||||||||||||
Balance (Shares) at Jun. 30, 2023 | 0 | ||||||||||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2023 | 27,052,155 | ||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 3 | [1] | 69,703 | (41,851) | $ 27,855 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Issuance of shares (in shares) | 15,041,530 | 1,000,000 | |||||||||||||||||||||||
Issuance of shares | $ 1 | [1] | $ 54,133 | $ 16,070 | $ 7,840 | $ 54,134 | $ 16,070 | $ 7,840 | |||||||||||||||||
Net loss | (34,025) | $ (34,025) | |||||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2023 | 43,093,685 | 43,093,685 | |||||||||||||||||||||||
Balance at Jun. 30, 2023 | $ 1,541 | $ 4 | [1] | $ 155,654 | $ (86,751) | $ 70,448 | |||||||||||||||||||
[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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Convertible Preferred Shares, Redeemable Noncontrolling Interest and Shareholders' Equity (Deficit) (Parenthetical) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | |
Condensed Consolidated Statements of Changes in Convertible Preferred Shares, Redeemable Noncontrolling Interest and Shareholders' Equity (Deficit) | ||
Transaction costs | $ 4 | |
Issuance of shares, Transaction costs | $ 9.8 | $ 9.8 |
Exchange ratio for Class A ordinary shares pursuant to the business combination | shares | 108.083 | 108.083 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss before redeemable noncontrolling interest | $ (8,744) | $ (43,820) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Research and development acquired license | 7,500 | 27,381 |
Anti-dilution share issuance compensation | 2,186 | |
Share-based compensation expense | 309 | 2,498 |
Change in fair value of note payable | 2,244 | |
Change in fair value of share-based payment liability | 1,854 | |
Change in fair value of private placement warrants | 355 | |
Foreign exchange transaction loss | (401) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (24) | (321) |
Accounts payable and accrued expenses | 371 | (406) |
Net cash used in operating activities | (588) | (8,430) |
Cash flows from investing activities | ||
Purchase of research and development license | (5,000) | (5,750) |
Net cash used in investing activities | (5,000) | (5,750) |
Cash flows from financing activities | ||
Proceeds from issuance of Series A-1 convertible preferred shares | 10,000 | |
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $0.1 million of transaction costs | 63,846 | |
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination | 56,683 | |
Proceeds from issuance of Pre-Funded Warrants in connection with April 2023 Private Placement | 16,070 | |
Settlement of note payable | (10,000) | |
Payment of deferred transaction costs | (1,184) | |
Net cash provided by financing activities | 10,000 | 125,415 |
Net increase in cash and cash equivalents | 4,412 | 111,235 |
Cash and cash equivalents, beginning of period | 1,567 | |
Cash and cash equivalents, ending of period | 4,412 | 112,802 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Issuance of Series A-1 convertible preferred shares for license | 2,500 | |
Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares | 14,686 | |
Accrued 2023 Lilly License consideration | 12,250 | |
Non-cash transfers to redeemable noncontrolling interest | 10,875 | |
Issuance of Class A Ordinary shares for 2023 Lilly License | 7,840 | |
Share-based equity issuance costs | 5,590 | |
Settlement of research and development license consideration liability | 4,488 | |
Transaction costs include in accounts payable and accrued expenses | $ 1,144 | 4,122 |
Reclassification of deferred offering costs to additional paid-in capital | 4,015 | |
Assumption of public and private placement warrants in connection with Business Combination | 3,715 | |
Reclassification of public warrant liability to equity | 2,001 | |
Issuance of Call Right to noncontrolling interest | $ 1,541 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 1 Months Ended |
Apr. 30, 2023 USD ($) | |
Condensed Consolidated Statements of Cash Flows | |
Transaction costs | $ 0.1 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization and Description of Business | |
Organization and Description of Business | 1. 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” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”), as well as torudokimab, a high affinity monoclonal antibody, and ZB-106, a bispecific antibody relating to IL-17 and BAFF, which it has licensed from Eli Lilly and Company (“Lilly”). The Company’s accounting predecessor, Zura Bio Limited (herein referred to as “Legacy Zura”), was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”). 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, 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 unaudited condensed 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. See Note 3, Recapitalization for additional details. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. Change in Fiscal Year End On November 18, 2022, the Board of Directors approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s 2022 fiscal year began at the Company’s inception on January 18, 2022, and ended on December 31, 2022. The change in fiscal year end also applies retrospectively to all previously issued financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. Liquidity 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 $86.8 million and $32.1 million as of June 30, 2023 and December 31, 2022, respectively, and a net loss of $34.0 million and $0.9 million for the three months ended June 30, 2023 and 2022, and a net loss of $43.6 million and $8.7 million for the six months ended June 30, 2023 and the period ended June 30, 2022. The Company’s existing sources of liquidity as of June 30, 2023 includes $112.8 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 $79.9 million in net cash proceeds in connection with April 2023 Private Placement. The Company’s cash requirements include, but are not limited to, product manufacturing costs and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue but has sufficient liquidity to fund its operations over the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. As such, the information included herein should be read in conjunction with Legacy Zura’s consolidated financial statements and accompanying notes as of December 31, 2022 and for the period from January 18, 2022 (date of inception) to December 31, 2022 (the “audited consolidated financial statements”) that were included in the Company’s Form 8-K filed with the SEC on April 6, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, except for the impact of the recapitalization as described in Note 3, and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023 and the results of operations for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and the period ended June 30, 2022. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. Significant Accounting Policies Except for the addition of the Business Combination, the addition of public warrants, private placement warrants, and pre-funded warrants (collectively, the “Warrants”), and the addition of stock options with market-based performance conditions, there have been no significant changes in the Company’s significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Company’s audited consolidated financial statements that were included in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure 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 fair value of the private placement warrants, and the fair value of the note payable. Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. The public warrants were reclassified to equity following the Business Combination. As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments. Classification of the public and pre-funded warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the condensed consolidated statements of operations. 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. See Note 8 for additional information. Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to Class A Ordinary Shareholders by the weighted-average number of Class A Ordinary Shares outstanding during the period. Diluted net loss per share excludes the potential impact of the Company’s convertible preferred shares and options to purchase Class A Ordinary Shares because their effect would be anti-dilutive due to the Company’s net loss for the period presented. Since the Company had a net loss in the period presented, basic and diluted net loss per share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: June 30, June 30, 2023 2022 Convertible preferred shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 — Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,681,471 383,371 Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option 2,000,000 — Restricted share units 1,398,011 — Total 21,889,478 13,893,786 Shares issuable upon the exercise of performance-based share options (“PSOs”) are excluded from the calculation of diluted net loss per share until the Company’s management deems it probable that the performance conditions will be satisfied. Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The Company early adopted this standard effective January 1, 2023. The adoption of this standard did not have a material effect on our condensed consolidated financial statements and related disclosures. |
Recapitalization
Recapitalization | 6 Months Ended |
Jun. 30, 2023 | |
Recapitalization | |
Recapitalization | 3. Recapitalization As discussed in Note 1, Organization and Description of Business, 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 condensed consolidated balance sheet. 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. See Note 7 for additional details of the Company’s shareholders’ equity (deficit) prior to and subsequent to the Business Combination. All equity awards of Legacy Zura were assumed by the Company and converted into comparable equity awards that are settled or exercisable for 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 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 represents the right to purchase one Class A Ordinary Share upon exercise of such warrant. Refer to Note 2 and Note 8 for further details. 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 condensed 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 (as defined in Note 1) 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: Shares % JATT Public shareholders 182,498 0.7 % Zura shares issued – 2022 Lilly license 550,000 2.0 % Redemption Backstop 1,301,633 4.8 % Redemption Backstop Consideration 2,500,000 9.2 % JATT Founders 3,450,000 12.8 % PIPE Investment 2,009,950 7.4 % Forward Purchase Agreement 3,000,000 11.1 % Legacy Zura Equityholders 14,058,074 52.0 % Total shares outstanding 27,052,155 100.0 % 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1: Level 2: Level 3: Financial instruments consist of cash and cash equivalents, prepaid and other current assets, accounts payable and accrued expenses, note payable, private placement warrants, and research and development license consideration. The carrying values of the Company’s cash and cash equivalents, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments. The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and the fair value hierarchy of the valuation techniques utilized. June 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 112,580 $ — $ — $ 112,580 Financial liabilities: Private placement warrants $ — $ 2,069 $ — $ 2,069 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Note payable $ — $ — $ 7,756 $ 7,756 Research and development license consideration $ — $ — $ 2,634 $ 2,634 There were no transfers into or out of Level 1, Level 2, or Level 3 during the three and six months ended June 30, 2023 and the period ended December 31, 2022. Note payable The Company elected the fair value option to account for its Note payable to Hydra, LLC (see Note 10). The fair value of the Note payable at issuance was measured as the cash proceeds from the Note. The fair value of the Note payable subsequent to issuance was estimated using the probability-weighted expected return method (“PWERM”), whereby the total settlement obligation under the Note was determined based on the amounts payable to Hydra under various scenarios. The PWERM’s output is determined based on inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The PWERM contemplated three scenarios: i) the Company consummates the Business Combination without triggering an event of default, ii) the Company triggers an event of default, and consummates the Business Combination, and iii) the Company does not consummate the Business Combination. The settlement value of each scenario was determined using a discounted cash flow model. Significant estimates in the cash flow model include the discount rate and time to repayment. As of December 31, 2022, the weighted average discount rate was 9.0%, and the weighted average time to repayment was 0.6 years, each weighted by the probability of the scenario. 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. The following table provides a summary of changes in the estimated fair value of the Note: For the Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination 2,244 Settlement of the Note (10,000) Balance at June 30, 2023 $ — The Company recorded a loss on remeasurement of the Note of $2.2 million for the six months ended June 30, 2023 within change in fair value of note payable on the condensed consolidated statement of operations. Research and development license consideration As consideration for the 2022 Lilly License (see Note 6), Lilly agreed to receive either 550,000 Zura Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. As of December 31, 2022, the arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability). The fair value of the research and development license consideration liability was estimated using the PWERM, whereby the total settlement obligation was determined based upon the fair value of the JATT Class A Ordinary Shares, the Z33 Series Seed Preferred Shares, and the probability of the consummation of the Business Combination. As certain of the inputs to the PWERM are not observable in the market, the research and development license consideration liability represented a Level 3 measurement within the fair value hierarchy. As of December 31, 2022, the fair value of JATT Class A Ordinary Shares was determined to be $7.66 per share, a discount to the trading price due to the shares being subject to a lock-up provision. As of December 31, 2022, the fair value of Z33 Series Seed Preferred Shares was determined to be $0.15 per share. 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. The following table provides a summary of changes in the estimated fair value of the liability: For the Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination 1,854 Settlement of the liability (4,488) Balance at June 30, 2023 $ — The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million for the six months ended June 30, 2023 within research and development on the condensed consolidated statement of operations. Private Placement Warrants As of June 30, 2023, the Company has private placement warrants assumed in connection with the Business Combination (see Note 8). Such warrants are measured at fair value on a recurring basis. Because the transfer of private placement warrants to non-permitted transferees would result in the private placement warrants having substantially the same terms as the public warrants, the Company determined that the fair value of each private placement warrant is consistent with that of a public warrant. Accordingly, the private placement warrants are classified as Level 2 financial instruments. The following table provides a summary of changes in the estimated fair value of the private placement warrants: Balance at December 31, 2022 $ — Assumption of private placement warrants 1,714 Change in fair value (177) Balance at March 31, 2023 1,537 Change in fair value 532 Balance at June 30, 2023 $ 2,069 The Company recorded a gain from the change in fair value of the private placement warrants of $0.5 million for the three months ended June 30, 2023 and a loss of $0.4 million for the six months ended June 30, 2023, within change in fair value of private placement warrants on the condensed consolidated statement of operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Accounts payable $ 7,051 $ 2,010 Accrued offering costs — 655 Accrued payroll — 260 Accrued 2023 Lilly License costs 10,000 — Accrued legal costs 1,210 308 Accrued research and development costs 713 490 Accrued bonus 567 141 Other accrued expenses 206 113 Accrued consulting fees 193 451 Total accounts payable and accrued expenses $ 19,940 $ 4,428 6. |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2023 | |
License Agreements | |
License Agreements | 6. License Agreements Pfizer 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 ASC 805, 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. In addition to the consideration transferred on March 22, 2022, the Company is obligated to make 12 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”). In further consideration for the license, the Company will also pay an annual earned royalty at a marginal royalty rate in the mid-single digits to low double digits (less than 20%), based on thresholds of nets sales of Products. Royalties are payable on a country-by-country basis for a certain period of years or upon the later expiration of regulatory exclusivity of the Company’s Products in a country. The Company is also subject to a potential multi-million dollar transaction payment if, within a certain period the Company has (a) certain changes in control, excluding an initial public offering or any business combination where the securities of the Company are listed on a stock exchange (e.g., a transaction with a special purpose acquisition company), or (b) the Company sublicenses or divests of its rights to the Products. The Pfizer Agreement also has 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, the Company recognized 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. As of June 30, 2023, the Company does not owe any amounts under the Pfizer Agreement. Lonza 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). The Lonza License will remain in effect until terminated. The Company is free to terminate the Lonza License at any time upon 60 days’ notice, with or without cause. Lonza may terminate the Lonza License for cause upon a breach by the Company or for other commercially standard reasons. 2022 Lilly License On December 8, 2022, the Company’s consolidated subsidiary, Z33 Bio Inc. (“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. As consideration, the Company paid Lilly an upfront fee of $7.0 million. As consideration for the 2022 Lilly License, Lilly agreed to receive either 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. The obligation to issue shares represents contingent consideration and is classified as a liability on the consolidated balance sheet (research and development license consideration liability) as of December 31, 2022. The liability is measured at fair value on the acquisition date and remeasured to fair value at each reporting date. Upon the Closing Date of the Business Combination, the Company issued Lilly 550,000 Class A Ordinary Shares at an aggregate fair value of $4.5 million. 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 (as defined below). 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. Accordingly, the Company expensed the entire cost of the 2022 Lilly License as a component of research and development in the consolidated statement of operations during the period ended December 31, 2022. 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 is included in the measurement of the cost of the acquired asset. 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. 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. Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. 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. The Company agreed to settle its call option by issuing 2,000,000 Class A Ordinary Shares. See Note 12 for further information. In addition to the consideration transferred on December 8, 2022, the Company is obligated to pay $3.0 million to Lilly upon the completion of a financing by the Company with gross proceeds exceeding $100 million. The Company is further obligated to make 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. The Company will also pay an annual earned royalty to Lilly 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. The Company will account for these contingent payments when they become due. As of June 30, 2023, none of the contingent payments were due. 2023 Lilly License On April 26, 2023, the Company’s newly-formed subsidiary ZB17 LLC (“ZB17”) entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License, 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. In addition, ZB17 will make a payment of $5.0 million upon 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. Accordingly, the Company expensed the entire cost of the 2023 Lilly License as a component of research and development in the condensed consolidated statement of operations during the three and six months ended June 30, 2023. As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted to 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 as a component of research and development in the condensed consolidated statement of operations during the three and six months ended June 30, 2023. The Stone Peach Call Right represents noncontrolling interest in the Company’s subsidiary, ZB17. As of June 30, 2023 and December 31, 2022, the noncontrolling interest balance was $1.5 million and -0-, respectively. As additional consideration, Stone Peach will receive annual payments first of $0.6 million, and increasing by 10% annually, so long as the Company maintains its license for ZB-106 and beginning on May 1, 2023. The Company will account for these annual payments when they become due. The Company recognized the first $0.6 million annual payment as a component of research and development in the condensed consolidated statement of operations during the three and six months ended June 30, 2023. 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 the Company’s fully diluted shares outstanding exceeded 52,500,000 shares prior to June 30, 2023, the $5.0 million fee was recorded in accounts payable and accrued expenses in the condensed consolidated balance sheet as of June 30, 2023 and within research and development in the condensed consolidated statement of operations for the three and six months ended June 30, 2023. In addition to the consideration transferred during the three and six months ended June 30, 2023, the Company is obligated to make 4 development milestone payments to Lilly up to an aggregate of $155.0 million, and sales milestone payments up to an aggregate of $440 million based on respective thresholds of net sales of products developed from ZB-106. The Company is also obligated to pay Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) 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. The Company is also obligated to pay BAFFX17 a fee equal to 3% of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License and the 2023 Lilly License with Lilly. Upon receiving written approval from the FDA, EMA, or similar regulatory authority of the Investigational New Drug (“IND”) and commencement and the commencement of a clinical trial in the applicable jurisdiction for ZB-106, Stone Peach will also receive a one-time payment of $4.5 million. Stone Peach will also receive 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. Furthermore, Stone Peach was granted a royalty of 2% of the aggregate net sales of any products developed from the Compound. The Company will account for these contingent payments when they become due. As of June 30, 2023, none of the contingent payments were due. |
Convertible Preferred Shares an
Convertible Preferred Shares and Shareholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |
Convertible Preferred Shares and Shareholders' Equity (Deficit) | 7. Convertible Preferred Shares and Shareholders’ Equity (Deficit) 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 balance sheet and on the statement of changes in convertible preferred shares, redeemable noncontrolling interest and shareholders’ deficit for the annual period ended December 31, 2022. 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 is approximately 108.083. 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. 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. 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. See Note 8 for further information on the Pre-Funded Warrants. Series A-1 Convertible Preferred Shares Rights and Preferences Conversion Each Series A-1 convertible preferred share is 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 will automatically be 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 will rank pari passu with the existing Ordinary Shares at the time of conversion. Anti-Dilution If the Company issues equity securities, other than pursuant to a share option plan, the Company shall 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 raises in excess of $30.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution. Dividends The holders of shares of Series A-1 convertible preferred shares are 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. Liquidation 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 are entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount $131 per share. Voting Rights The holders of the Series A-1 convertible preferred shares are 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 are entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares are 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 are not mandatorily redeemable at the option of the holder. As of June 30, 2023, no convertible preferred shares were issued |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Warrants | 8. Warrants As the accounting acquirer, Zura Bio is deemed to have assumed 5,910,000 private placement warrants to purchase Class A Ordinary Shares that were held by JATT Ventures, L.P. (the “Sponsor”) at an exercise price of $11.50 and 6,899,996 public warrants to purchase Class A Ordinary Shares that were held by JATT’s public shareholders at an exercise price of $11.50. The public and private placement warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Public Warrants The public warrants became exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination and expire five years from the date of the Business Combination, or earlier upon redemption or liquidation. Each warrant entitles 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 Company may redeem, with 30 days written notice, each whole outstanding public warrant for cash at a price of $0.01 per warrant if the Reference Value (as defined below) equals or exceeds $18.00 per share, subject to certain adjustments. The warrant holders have 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 calls the public warrants for redemption, the Company will have the option to require all holders that wish 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 Private Placement Warrants The private placement warrants were identical to the public warrants, except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the public warrants. Pre-Funded 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. Each 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. As of June 30, 2023 |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-based Compensation | |
Share-based Compensation | 9. Share-based Compensation On June 8, 2022, Legacy Zura’s board of directors approved two stock 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. 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; SARs, alone or in conjunction with other awards; restricted shares and restricted share units (“RSUs”); incentive bonuses, which may be paid in cash, shares, or a combination thereof; and other share-based awards. 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. As of June 30, 2023, a maximum of 9,594,213 Class A Ordinary Shares may be issued under the Equity Incentive Plan. 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. 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 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. The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15%. As of June 30, 2023, no shares have been issued under the ESPP. 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 Share Options The fair value of Equity Incentive Plan share options are estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks significant company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s share options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. 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 three and six months ended June 30, 2023 and the periods ended June 30, 2022: For the Period from January 18, For the Three Months Ended 2022 (date of June 30, For the Six Months inception) to 2023 2022 Ended June 30, 2023 June 30, 2022 Share price $ 5.52 $ 0.77 $ 6.26 $ 0.77 Expected volatility 96.8 % 95.1 % 97.1 % 95.1 % Risk-free rate 3.6 % 3.0 % 3.6 % 3.0 % Expected life 6.1 years 5.9 years 6.1 years 5.9 years Expected dividend yield — % — % — % — % The following table summarizes the Company’s share option activity for the six months ended June 30, 2023: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 2022 3,547 $ 90.50 9.4 $ 1,804 Recapitalization 379,824 (89.66) — — Options outstanding at December 31, 2022 383,371 0.84 9.4 1,804 Granted 5,874,144 2.16 — — Forfeited (576,044) 1.20 — — Options outstanding at June 30, 2023 5,681,471 $ 2.17 9.8 $ 34,239 Options vested and exercisable at June 30, 2023 1,402,191 $ 5.59 9.8 $ 3,915 Included in the table above are 45,611 PSOs that vested upon the Company raising external capital of $75 million or more. The milestone was considered outside of the Company’s control, and accordingly the vesting of the PSOs were not considered probable until the financing event occurs. During the three and six months ended June 30, 2023, the 45,611 PSOs became vested and an immaterial amount of share-based compensation expense was recognized in relation to these PSOs. 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. 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 The following table sets forth the weighted-average assumptions used at the grant date to determine the fair value of the Company’s market-based PSOs granted during the three and six months ended June 30, 2023: For the Three and Six Months Ended June 30, 2023 Expected volatility 80.0 % Risk-free rate 3.6 % Expected life 2.2 years Expected dividend yield — % Fair value per Market-Based Share Options $ 4.66 The expense recognized related to Market-Based Share Options during the three and six months ended June 30, 2023 was approximately $0.2 million. Restricted Share Units The Company issued RSUs to certain employees, executives, and directors pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the stock on the grant date. Weighted Average Number of Grant Date RSUs Fair Value RSUs at December 31, 2022 — $ — Granted 1,398,011 6.28 RSUs at June 30, 2023 1,398,011 $ 6.28 The expense recognized related to RSUs during the three and six months ended June 30, 2023 was approximately $0.4 million. Equity Award Modification 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 six months ended June 30, 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 three and six months ended June 30, 2023, the Company recognized expense in the amount of -0- and $2.2 million, respectively, related to these Class A Ordinary Shares based on their grant-date fair value. Share-based Compensation Expense Share-based compensation expense for all equity arrangements for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and the period ended June 30, 2022 was as follows: For the Period from For the Six January 18, 2022 For the Three Months Ended Months Ended (date of inception) to June 30, June 30, June 30, 2023 2022 2023 2022 Research and development $ — $ — $ 2,186 $ — General and administrative 2,319 309 2,499 309 Total share-based compensation expense $ 2,319 $ 309 $ 4,685 $ 309 As of June 30, 2023, there was approximately $22.0 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans that is expected to be recognized over a weighted average period of 1.9 years. As of June 30, 2023, there was approximately $8.4 million of total unrecognized share-based compensation expense related to RSUs granted to certain employees, executives, and directors under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 2.0 years. |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2023 | |
Note Payable | |
Note Payable | 10. Note Payable 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 Note accrues interest at 9% per annum. The maturity date of the Note is the earlier of (i) twelve months from the date of the Note or (ii) five the Business Combination. The proceeds from the Note were used to acquire the 2022 Lilly License. If the registration statement on Form S-4 relating to the Business Combination had not been declared effective by the SEC by February 15, 2023, or if the Business Combination was not consummated by March 31, 2023, Hydra had the right to accelerate the Note and receive an amount equal to 120% of the face amount of the Note, plus accrued interest. On March 8, 2023, the Company signed a limited waiver letter under the Note, pursuant to which Hydra agreed to waive its acceleration right in consideration of the Company paying to Hydra 125% of the principal amount (equal to $10.0 million in the aggregate). The Note was repaid on March 20, 2023, upon the consummation of the Business Combination. The Company elected to account for the Note at fair value (Note 4). The Company recorded any changes in the fair value of the Note during the period through other expense in the condensed consolidated statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies. | 11. Commitments and Contingencies Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2023 | |
Redeemable Noncontrolling Interest | |
Redeemable Noncontrolling Interest | 12. 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. 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”). Stone Peach may exercise its option at any time between the first anniversary and the second anniversary of the transaction. 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. 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. The Company agreed to settle its call option by issuing 2,000,000 Class A Ordinary Shares. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $10.9 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 dividend to the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders on the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the redeemable noncontrolling interest balance was $20.9 million and $10.0 million, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events The Company has evaluated subsequent events through the date of issuance of the condensed consolidated financial statements. There have been no subsequent events that require recognition or disclosure in these condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies(Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. As such, the information included herein should be read in conjunction with Legacy Zura’s consolidated financial statements and accompanying notes as of December 31, 2022 and for the period from January 18, 2022 (date of inception) to December 31, 2022 (the “audited consolidated financial statements”) that were included in the Company’s Form 8-K filed with the SEC on April 6, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, except for the impact of the recapitalization as described in Note 3, and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023 and the results of operations for the three months ended June 30, 2023 and 2022 and for the six months ended June 30, 2023 and the period ended June 30, 2022. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. |
Significant of Accounting Policies | Significant Accounting Policies Except for the addition of the Business Combination, the addition of public warrants, private placement warrants, and pre-funded warrants (collectively, the “Warrants”), and the addition of stock options with market-based performance conditions, there have been no significant changes in the Company’s significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Company’s audited consolidated financial statements that were included in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the condensed consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure 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 fair value of the private placement warrants, and the fair value of the note payable. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Warrants | Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. The public warrants were reclassified to equity following the Business Combination. As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments. Classification of the public and pre-funded warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the condensed consolidated statements of operations. 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. See Note 8 for additional information. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to Class A Ordinary Shareholders by the weighted-average number of Class A Ordinary Shares outstanding during the period. Diluted net loss per share excludes the potential impact of the Company’s convertible preferred shares and options to purchase Class A Ordinary Shares because their effect would be anti-dilutive due to the Company’s net loss for the period presented. Since the Company had a net loss in the period presented, basic and diluted net loss per share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: June 30, June 30, 2023 2022 Convertible preferred shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 — Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,681,471 383,371 Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option 2,000,000 — Restricted share units 1,398,011 — Total 21,889,478 13,893,786 Shares issuable upon the exercise of performance-based share options (“PSOs”) are excluded from the calculation of diluted net loss per share until the Company’s management deems it probable that the performance conditions will be satisfied. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The Company early adopted this standard effective January 1, 2023. The adoption of this standard did not have a material effect on our condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | June 30, June 30, 2023 2022 Convertible preferred shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 — Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,681,471 383,371 Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option 2,000,000 — Restricted share units 1,398,011 — Total 21,889,478 13,893,786 |
Recapitalization (Tables)
Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Recapitalization | |
Schedule of Class A ordinary shares issued and outstanding immediately following the business combination | The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was: Shares % JATT Public shareholders 182,498 0.7 % Zura shares issued – 2022 Lilly license 550,000 2.0 % Redemption Backstop 1,301,633 4.8 % Redemption Backstop Consideration 2,500,000 9.2 % JATT Founders 3,450,000 12.8 % PIPE Investment 2,009,950 7.4 % Forward Purchase Agreement 3,000,000 11.1 % Legacy Zura Equityholders 14,058,074 52.0 % Total shares outstanding 27,052,155 100.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of liabilities measured at fair value on a recurring basis | June 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 112,580 $ — $ — $ 112,580 Financial liabilities: Private placement warrants $ — $ 2,069 $ — $ 2,069 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Note payable $ — $ — $ 7,756 $ 7,756 Research and development license consideration $ — $ — $ 2,634 $ 2,634 |
Schedule of changes in the estimated fair value | For the Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination 2,244 Settlement of the Note (10,000) Balance at June 30, 2023 $ — For the Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination 1,854 Settlement of the liability (4,488) Balance at June 30, 2023 $ — Balance at December 31, 2022 $ — Assumption of private placement warrants 1,714 Change in fair value (177) Balance at March 31, 2023 1,537 Change in fair value 532 Balance at June 30, 2023 $ 2,069 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | June 30, 2023 December 31, 2022 Accounts payable $ 7,051 $ 2,010 Accrued offering costs — 655 Accrued payroll — 260 Accrued 2023 Lilly License costs 10,000 — Accrued legal costs 1,210 308 Accrued research and development costs 713 490 Accrued bonus 567 141 Other accrued expenses 206 113 Accrued consulting fees 193 451 Total accounts payable and accrued expenses $ 19,940 $ 4,428 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of restricted Share Units | Weighted Average Number of Grant Date RSUs Fair Value RSUs at December 31, 2022 — $ — Granted 1,398,011 6.28 RSUs at June 30, 2023 1,398,011 $ 6.28 |
Schedule of share-based Compensation Expense | For the Period from For the Six January 18, 2022 For the Three Months Ended Months Ended (date of inception) to June 30, June 30, June 30, 2023 2022 2023 2022 Research and development $ — $ — $ 2,186 $ — General and administrative 2,319 309 2,499 309 Total share-based compensation expense $ 2,319 $ 309 $ 4,685 $ 309 |
Equity Incentive Plan 2023 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of weighted-average assumptions were used to estimate the fair value | For the Three and Six Months Ended June 30, 2023 Expected volatility 80.0 % Risk-free rate 3.6 % Expected life 2.2 years Expected dividend yield — % Fair value per Market-Based Share Options $ 4.66 |
Market-Based Performance Share Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of weighted-average assumptions were used to estimate the fair value | For the Period from January 18, For the Three Months Ended 2022 (date of June 30, For the Six Months inception) to 2023 2022 Ended June 30, 2023 June 30, 2022 Share price $ 5.52 $ 0.77 $ 6.26 $ 0.77 Expected volatility 96.8 % 95.1 % 97.1 % 95.1 % Risk-free rate 3.6 % 3.0 % 3.6 % 3.0 % Expected life 6.1 years 5.9 years 6.1 years 5.9 years Expected dividend yield — % — % — % — % |
Schedule of company's share option activity | Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 2022 3,547 $ 90.50 9.4 $ 1,804 Recapitalization 379,824 (89.66) — — Options outstanding at December 31, 2022 383,371 0.84 9.4 1,804 Granted 5,874,144 2.16 — — Forfeited (576,044) 1.20 — — Options outstanding at June 30, 2023 5,681,471 $ 2.17 9.8 $ 34,239 Options vested and exercisable at June 30, 2023 1,402,191 $ 5.59 9.8 $ 3,915 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization and Description of Business | ||||||
Accumulated deficit | $ 86,751 | $ 86,751 | $ 32,056 | |||
Net loss | 34,025 | $ 925 | $ 8,744 | 43,617 | $ 8,700 | |
Cash and cash equivalents | $ 112,800 | 112,800 | ||||
Proceeds from issuance of ordinary shares upon closing of business combination | 56,683 | |||||
Aggregate purchase price | $ 79,900 | $ 63,846 |
Significant Accounting Policies
Significant Accounting Policies - Net loss per share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | ||
Restricted share units | 21,889,478 | 13,893,786 |
Convertible preferred shares | ||
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | ||
Restricted share units | 13,510,415 | |
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | ||
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | ||
Restricted share units | 12,809,996 | |
Shares issuable upon exercise of options to purchase Class A Ordinary Shares | ||
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | ||
Restricted share units | 5,681,471 | 383,371 |
Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option | ||
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | ||
Restricted share units | 2,000,000 | |
Restricted share units | ||
Potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | ||
Restricted share units | 1,398,011 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Mar. 20, 2023 USD ($) director $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 16, 2023 $ / shares shares | Dec. 31, 2022 $ / shares | |
Recapitalization | ||||
Transaction costs related to business combination | $ 4,000 | |||
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination | $ 56,683 | |||
Exchange ratio for Class A ordinary shares pursuant to the business combination | shares | 108.083 | 108.083 | 108.083 | |
Class A ordinary shares, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Legacy Zura | ||||
Recapitalization | ||||
Class A ordinary shares, par value per share | $ / shares | $ 0.001 | |||
Legacy Zura | JATT Acquisition Corp | ||||
Recapitalization | ||||
Percentage of ownership interest acquired | 100% | |||
Transaction costs related to business combination | $ 56,700 | |||
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination | $ 4,000 | |||
Exchange ratio for Class A ordinary shares pursuant to the business combination | shares | 108.083 | |||
Class A ordinary shares, par value per share | $ / shares | $ 0.0001 | |||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | |||
Number of directors appointed from the combined board | director | 4 | |||
Total number of directors in the combined board of directors | director | 7 |
Recapitalization - Shares outst
Recapitalization - Shares outstanding (Details) | Mar. 20, 2023 shares |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 27,052,155 |
Percentage on outstanding shares | 100% |
JATT Public shareholders | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 182,498 |
Percentage on outstanding shares | 0.70% |
Zura shares issued - Lilly license | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 550,000 |
Percentage on outstanding shares | 2% |
Redemption Backstop | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 1,301,633 |
Percentage on outstanding shares | 4.80% |
Redemption Backstop Consideration | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 2,500,000 |
Percentage on outstanding shares | 9.20% |
JATT Founders | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 3,450,000 |
Percentage on outstanding shares | 12.80% |
PIPE Investment | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 2,009,950 |
Percentage on outstanding shares | 7.40% |
Forward Purchase Agreement | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 3,000,000 |
Percentage on outstanding shares | 11.10% |
Legacy Zura Equityholders | |
Recapitalization | |
Class A Ordinary Shares issued and outstanding (in shares) | 14,058,074 |
Percentage on outstanding shares | 52% |
Recapitalization - PIPE Investm
Recapitalization - PIPE Investment (Details) - USD ($) | 6 Months Ended | |
Mar. 13, 2023 | Jun. 30, 2023 | |
Recapitalization | ||
Ordinary shares price | $ 14,686,000 | |
PIPE Subscription Agreement | ||
Recapitalization | ||
Number of Class A shares issued | 2,009,950 | |
Price per share | $ 10 | |
Ordinary shares price | $ 20,099,500 |
Recapitalization - Forward Purc
Recapitalization - Forward Purchase Agreement and Redemption Backstop (Details) | Mar. 20, 2023 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares shares |
Forward Purchase Agreement | FPA Investors | ||
Recapitalization | ||
Issuance of shares (in shares) | 3,000,000 | |
Price per share | $ / shares | $ 10 | |
Issuance of shares | $ | $ 30,000,000 | |
Number of additional shares issued in consideration for the FPA Investors entering into the latest amendment | 2,500,000 | |
Monetary consideration of additional shares issued in consideration for the FPA Investors entering into the latest amendment | $ | $ 0 | |
Forward Purchase Agreement | FPA Investors | Class A | ||
Recapitalization | ||
Price per share | $ / shares | $ 10 | |
Maximum number of shares issued as public share redemptions were greater than 90% at the time of the business combination | 15,000,000 | |
Number of shares issued as public share redemptions were greater than 90% at the time of the business combination | 1,301,633 | |
Aggregate value of shares issued as public share redemptions were greater than 90% at the time of the business combination | $ | $ 13,016,330 | |
Amended Forward Purchase Agreements Member | ||
Recapitalization | ||
Minimum shareholders redemptions with business combination | 90 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Transfers between level 1 and level 2 | $ 0 | $ 0 |
Transfers level 2 and level 3 | 0 | 0 |
Transfers into or out of level 3 | 0 | 0 |
Private placement warrants | ||
Fair Value Measurements | ||
Financial liabilities | 2,069 | |
Note payable | ||
Fair Value Measurements | ||
Financial liabilities | 7,756 | |
Research and development license consideration | ||
Fair Value Measurements | ||
Financial liabilities | 2,634 | |
Cash Equivalents | ||
Fair Value Measurements | ||
Financial assets | 112,580 | |
Level 1 | Cash Equivalents | ||
Fair Value Measurements | ||
Financial assets | 112,580 | |
Level 2 | Private placement warrants | ||
Fair Value Measurements | ||
Financial liabilities | $ 2,069 | |
Level 3 | Note payable | ||
Fair Value Measurements | ||
Financial liabilities | 7,756 | |
Level 3 | Research and development license consideration | ||
Fair Value Measurements | ||
Financial liabilities | $ 2,634 |
Fair Value Measurements - Note
Fair Value Measurements - Note payable (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | Dec. 31, 2022 | |
Fair Value Measurements | ||
Settlement of note payable | $ 10,000 | |
Summary of changes in the estimated fair value | ||
Beginning balance | 7,756 | |
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 2,244 | |
Settlement of the Note | (10,000) | |
Ending balance | $ 2,069 | |
Weighted average discount rate | ||
Fair Value Measurements | ||
Measurement input | 9 | |
Weighted average time to repayment | ||
Fair Value Measurements | ||
Measurement input | 0.006 |
Fair Value Measurements - Resea
Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | |||
Aggregate fair value of the shares issued | $ 4,488 | ||
Summary of changes in the estimated fair value | |||
Beginning balance | $ 1,537 | 2,069 | $ 7,756 |
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | (177) | 532 | |
Settlement of the liability | (10,000) | ||
Ending balance | $ 1,537 | 2,069 | 7,756 |
Loss on the remeasurement of the research and development license consideration liability | $ 1,900 | ||
Research and development license consideration | |||
Fair Value Measurements | |||
Number of Class A ordinary shares agreed to issue upon the closing of the business combination | 550,000 | ||
Aggregate fair value of the shares issued | $ 4,500 | ||
Fair value per issued share | $ 8.16 | ||
Summary of changes in the estimated fair value | |||
Beginning balance | 2,634 | ||
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | $ 1,854 | ||
Settlement of the liability | $ (4,488) | ||
Ending balance | $ 2,634 | ||
Research and development license consideration | Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option | |||
Fair Value Measurements | |||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 | ||
Fair value per share | $ 0.15 | ||
Research and development license consideration | JATT Acquisition Corp | Class A Ordinary shares | |||
Fair Value Measurements | |||
Fair value per share | $ 7.66 |
Fair Value Measurements - Priva
Fair Value Measurements - Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 1,537 | $ 7,756 | $ 7,756 |
Assumption of private placement warrants | 1,714 | ||
Change in fair value | (177) | 532 | |
Gain from the change in fair value of the private placement warrants | 532 | 355 | |
Ending balance | 2,069 | $ 1,537 | 2,069 |
Private placement warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Gain from the change in fair value of the private placement warrants | $ 500 | $ 400 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 7,051 | $ 2,010 |
Accrued offering costs | 655 | |
Accrued payroll | 260 | |
Accrued 2023 Lilly License costs | 10,000 | |
Accrued legal costs | 1,210 | 308 |
Accrued research and development costs | 713 | 490 |
Accrued bonus | 567 | 141 |
Other accrued expenses | 206 | 113 |
Accrued consulting fees | 193 | 451 |
Total accounts payable and accrued expenses | $ 19,940 | $ 4,428 |
License Agreements (Details)
License Agreements (Details) $ in Millions | 6 Months Ended | ||
Mar. 22, 2022 USD ($) payment shares | Jun. 30, 2023 shares | Dec. 31, 2022 shares | |
License Agreements | |||
Series A-1 convertible preferred shares authorized | shares | 0 | 13,510,415 | |
Agreement with Pfizer | |||
License Agreements | |||
Amount of cash transferred | $ 5 | ||
Number of shares transferred | shares | 2,702,083 | ||
Percentage of interest | 20% | ||
Value allocated to in-process research and development | $ 7.5 | ||
Number of development and regulatory milestone payments | payment | 12 | ||
Maximum amount of development and regulatory milestone payments | $ 70 | ||
Maximum amount of sales milestone payments | $ 525 | ||
Maximum annual earned royalty at a marginal royalty rate | 20% | ||
Percentage of anti-dilution provisions to be maintained | 18% | ||
Series A-1 convertible preferred shares authorized | shares | 267,939 |
License Agreements - 2022 Lilly
License Agreements - 2022 Lilly License (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 24, 2023 | Dec. 08, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
License Agreements | ||||
Aggregate fair value of the shares issued | $ 4,488,000 | |||
Selling price per share | $ 2.040724 | |||
Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option | ||||
License Agreements | ||||
Number of shares transferred | 4,900,222 | |||
Stone Peach Properties, LLC | ||||
License Agreements | ||||
Right but not the obligation for purchase of issued shares, maximum percentage | 50% | |||
Purchase price per share | $ 2.448869 | |||
Threshold period from the date of agreement for purchase of issued shares | 2 years | |||
Right but not the obligation to sell the issued shares, maximum percentage | 50% | |||
Stone Peach Properties, LLC | Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option | ||||
License Agreements | ||||
Number of shares transferred | 4,900,222 | |||
Right but not the obligation for purchase of issued shares, maximum percentage | 50% | |||
Purchase price per share | $ 2.448869 | |||
Threshold period from the date of agreement for purchase of issued shares | 2 years | |||
Right but not the obligation to sell the issued shares, maximum percentage | 50% | |||
Selling price per share | $ 2.040724 | |||
Stone Peach Properties, LLC | Class A Ordinary shares | ||||
License Agreements | ||||
Number of Shares Issued on Exercise of Call Option | 2,000,000 | |||
License agreement with Lilly | ||||
License Agreements | ||||
Amount of cash transferred | $ 7,000,000 | |||
Number of Class A ordinary shares agreed to issue upon the closing of the business combination | 550,000 | |||
Issuance of ordinary shares to settle research and development license consideration liability | 550,000 | |||
Aggregate fair value of the shares issued | $ 4,500,000 | |||
Amount of obligation to pay upon the completion of financing | 3,000,000 | |||
Minimum gross proceeds from financing for obligation to pay | $ 100,000,000 | |||
Maximum amount of development and regulatory milestone payments | 155,000,000 | |||
Maximum amount of sales milestone payments | $ 440,000,000 | |||
Maximum annual earned royalty at a marginal royalty rate | 20% | |||
Contingent payments due | $ 0 | |||
License agreement with Lilly | Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option | ||||
License Agreements | ||||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 | |||
License agreement with Lilly | Stone Peach Properties, LLC | ||||
License Agreements | ||||
Contingent payments due | $ 0 |
License Agreements - 2023 Lilly
License Agreements - 2023 Lilly License (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 26, 2023 USD ($) $ / shares shares | Apr. 24, 2023 shares | Dec. 08, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) payment shares | Dec. 31, 2022 USD ($) shares | |
License Agreements | ||||||
Value of issued call right | $ 1,541,000 | $ 1,541,000 | ||||
Noncontrolling interest balance | 1,541,000 | 1,541,000 | $ 0 | |||
ZB17 LLC | ||||||
License Agreements | ||||||
Upfront cash payment | $ 5,800,000 | |||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 1,000,000 | |||||
Fair value per share | $ / shares | $ 7.84 | |||||
Amount payable upon receipt of certain know-how, data, information and materials | $ 5,000,000 | |||||
Stone Peach Properties, LLC | Shares issuable upon exercise of Z33 Series Seed Preferred Shares call option | ||||||
License Agreements | ||||||
Percentage of the call options exercised | 50% | |||||
Stone Peach Properties, LLC | Class A Ordinary shares | ||||||
License Agreements | ||||||
Number of Shares Issued on Exercise of Call Option | shares | 2,000,000 | |||||
License agreement with Lilly | ||||||
License Agreements | ||||||
Upfront cash payment | $ 7,000,000 | |||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 550,000 | |||||
Maximum amount of development and regulatory milestone payments | $ 155,000,000 | |||||
Maximum amount of sales milestone payments | $ 440,000,000 | |||||
Contingent payments due | 0 | $ 0 | ||||
License agreement with Lilly | BAFFX17, Ltd | ||||||
License Agreements | ||||||
Number of development and regulatory milestone payments | payment | 4 | |||||
Maximum amount of development and regulatory milestone payments | 155,000,000 | $ 155,000,000 | ||||
Maximum amount of sales milestone payments | 440,000,000 | $ 440,000,000 | ||||
Period for payment of milestone payment | 12 years | |||||
Percentage of royalty fee | 3% | |||||
License agreement with Lilly | Accounts Payable and Accrued Liabilities | BAFFX17, Ltd | ||||||
License Agreements | ||||||
One-time milestone payment on achievement of conditions | 5,000,000 | $ 5,000,000 | ||||
Minimum value of closing of an issuance of equity for milestone payment | $ 100,000,000 | 100,000,000 | ||||
Minimum net proceeds from sale of assets for one-time milestone payment | $ 100,000,000 | |||||
Minimum fully diluted shares outstanding for milestone payment | shares | 52,500,000 | 52,500,000 | ||||
Fully diluted shares exceeded the minimum limit for milestone payment | shares | 52,500,000 | 52,500,000 | ||||
License agreement with Lilly | Stone Peach Properties, LLC | ||||||
License Agreements | ||||||
One-time milestone payment on achievement of conditions | $ 25,000,000 | $ 25,000,000 | ||||
Percentage of royalty fee | 2% | |||||
One-time milestone payment | 4,500,000 | $ 4,500,000 | ||||
Contingent payments due | 0 | $ 0 | ||||
License agreement with Lilly | Stone Peach Properties, LLC | ZB17 LLC | ||||||
License Agreements | ||||||
Issued call right to purchase, percentage of fully-diluted equity | 4.99% | |||||
Value of issued call right | $ 1,000,000 | |||||
Expiry term from the date of regulatory approval milestone | 1 year | |||||
Fair value of call right at grant date | $ 1,500,000 | |||||
Annual amount of payment | $ 600,000 | |||||
Percentage of annual increase in payment | 10% | |||||
License agreement with Lilly | Stone Peach Properties, LLC | Research and development | ZB17 LLC | ||||||
License Agreements | ||||||
Annual amount of payment | $ 600,000 | $ 600,000 |
Convertible Preferred Shares _2
Convertible Preferred Shares and Shareholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | Mar. 22, 2022 USD ($) Vote $ / shares | Jun. 30, 2023 $ / shares shares | Mar. 20, 2023 $ / shares shares | Mar. 16, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares |
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||
Number of Class A ordinary shares on conversion | 267,939 | ||||
Class A ordinary shares, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | 108.083 | ||
Class A ordinary shares authorized | 300,000,000 | 300,000,000 | 1,884,649 | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 0 | ||
Preferred shares, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | |||
Preferred shares, shares outstanding | 0 | 0 | |||
Series A-1 convertible preferred shares, minimum gross aggregate subscription with respect to new Ordinary Shares required for conversion | $ | $ 50,000 | ||||
Series A-1 convertible preferred shares, dividends declared | $ | $ 0 | ||||
Series A-1 convertible preferred shares, liquidation preference per share | $ / shares | $ 131 | ||||
Series A-1 convertible preferred shares, number of votes per share | Vote | 1 | ||||
Legacy Zura | |||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||
Class A ordinary shares, par value per share | $ / shares | $ 0.001 | ||||
License Agreement and a Series A-1 Subscription and Shareholder's Agreement with Pfizer [Member] | |||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||
Anti-Dilution, percentage of ownership interest to be maintained | 18% | ||||
Minimum value of capital to be raised for not being subject to anti-dilution | $ | $ 30,000 |
Convertible Preferred Shares _3
Convertible Preferred Shares and Shareholders' Equity (Deficit) - April 2023 Private Placement (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Apr. 26, 2023 | Mar. 13, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | Mar. 20, 2023 | Mar. 16, 2023 | Dec. 31, 2022 | |
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||||
Class A ordinary shares, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Proceeds from Issuance of Private Placement | $ 79,900,000 | $ 63,846,000 | |||||
PIPE Subscription Agreement | |||||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||||
Number of Class A shares issued | 2,009,950 | ||||||
Sale price per share | $ 10 | ||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | |||||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||||
Proceeds from Issuance of Private Placement | $ 80,000,000 | ||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | Class A Ordinary shares | |||||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||||
Number of Class A shares issued | 15,041,530 | ||||||
Class A ordinary shares, par value per share | $ 0.0001 | ||||||
Sale price per share | 4.25 | ||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | Class A Ordinary shares | Pre-Funded Warrants | |||||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||||
Sale price per warrant | $ 4.249 | $ 4.249 | |||||
PIPE Subscription Agreement | "April 2023 Private Placement" | Class A Ordinary shares | Pre-Funded Warrants | Maximum | |||||||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | |||||||
Number of warrants issued to purchase shares | 3,782,000 | 3,782,000 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Apr. 26, 2023 $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) D $ / shares shares | |
Warrants | |||
Public Warrants expiration term | 5 years | ||
Aggregate purchase price | $ | $ 16,070 | ||
Public warrants | |||
Warrants | |||
Exercise price of warrants | $ 11.50 | ||
Public Warrants expiration term | 5 years | ||
Warrants exercisable term from the completion of business combination | 30 days | ||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Fair value per share | $ 0.01 | ||
Stock price trigger for redemption of public warrants | 18 | ||
Redemption price per public warrant (in dollars per share) | $ 11.50 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | ||
Public warrants | JATT | |||
Warrants | |||
Warrants outstanding | shares | 6,899,996 | ||
Exercise price of warrants | $ 11.50 | ||
Private placement warrants | |||
Warrants | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Private placement warrants | JATT | |||
Warrants | |||
Warrants outstanding | shares | 5,910,000 | ||
Exercise price of warrants | $ 11.50 | ||
Private Placement | Pre-Funded Warrants | Subscription Agreement | |||
Warrants | |||
Number of warrants exercised | shares | 0 | ||
Number of warrants redeemed | shares | 0 | ||
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | |||
Warrants | |||
Exercise price of warrants | $ 0.001 | ||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | ||
Sale price per warrant | $ 4.249 | $ 4.249 | |
Aggregate purchase price | $ | $ 16,100 | ||
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | Maximum [Member] | |||
Warrants | |||
Number of warrants issued to purchase shares | shares | 3,782,000 | 3,782,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
Jan. 01, 2024 shares | Jun. 01, 2023 shares | Mar. 16, 2023 shares | Jun. 08, 2022 Options shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Jun. 30, 2023 $ / shares shares | Mar. 20, 2023 shares | |
Share-based Compensation | |||||||||
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | 108.083 | 108.083 | |||||
UK Plan | |||||||||
Share-based Compensation | |||||||||
Number of stock option plans approved | Options | 2 | ||||||||
Number of Class A Ordinary Shares available for issuance | 1,501,165 | ||||||||
US Plan | |||||||||
Share-based Compensation | |||||||||
Number of Class A Ordinary Shares available for issuance | 383,371 | ||||||||
Equity Incentive Plan 2023 | |||||||||
Share-based Compensation | |||||||||
Number of shares issued | 8,059,796 | 5,874,144 | |||||||
Percentage of discount for eligible employees | 5% | ||||||||
Weighted-average assumptions used to estimate the fair value | |||||||||
Share price | $ / shares | 5.52 | 0.77 | 0.77 | 6.26 | |||||
Expected volatility | 96.80% | 95.10% | 95.10% | 97.10% | |||||
Risk-free rate | 3.60% | 3% | 3% | 3.60% | |||||
Expected life | 6 years 1 month 6 days | 5 years 10 months 24 days | 5 years 10 months 24 days | 6 years 1 month 6 days | |||||
Equity Incentive Plan 2023 | Class A Ordinary shares | |||||||||
Share-based Compensation | |||||||||
Share based compensation arrangement | 5,564,315 | ||||||||
Equity Incentive Plan 2023 | Class A Ordinary shares | Maximum | |||||||||
Share-based Compensation | |||||||||
Share based compensation arrangement | 9,594,213 | ||||||||
Employee Stock Purchase Plan | |||||||||
Share-based Compensation | |||||||||
Number of shares issued | 4,029,898 | 0 | |||||||
Percentage of discount for eligible employees | 15% |
Share-based Compensation - Shar
Share-based Compensation - Share option activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 16, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Aggregate Intrinsic Value | |||||||
Share-based compensation expense | $ 2,319,000 | $ 309,000 | $ 309,000 | $ 4,685,000 | |||
Aggregate purchase price | $ 79,900,000 | $ 63,846,000 | |||||
PSO | |||||||
Number of Options | |||||||
Exercises of stock options (in Shares) | 45,611 | ||||||
Aggregate Intrinsic Value | |||||||
Share-based compensation expense | $ 45,611,000 | ||||||
Aggregate purchase price | $ 75,000,000 | ||||||
Equity Incentive Plan 2023 | |||||||
Number of Options | |||||||
Beginning balance | 383,371 | ||||||
Granted | 8,059,796 | 5,874,144 | |||||
Forfeited | (576,044) | ||||||
Ending balance | 5,681,471 | 5,681,471 | 383,371 | ||||
Options vested and exercisable | 1,402,191 | 1,402,191 | |||||
Weighted Average Exercise Price | |||||||
Beginning balance | $ 0.84 | ||||||
Granted | 2.16 | ||||||
Forfeited | 1.20 | ||||||
Ending balance | $ 2.17 | 2.17 | $ 0.84 | ||||
Options vested and exercisable | $ 5.59 | $ 5.59 | |||||
Weighted Average Remaining Contractual Life | |||||||
Options outstanding | 9 years 9 months 18 days | 9 years 4 months 24 days | |||||
Options vested and exercisable | 9 years 9 months 18 days | ||||||
Aggregate Intrinsic Value | |||||||
Options outstanding | $ 34,239,000 | $ 34,239,000 | $ 1,804,000 | ||||
Options vested and exercisable | $ 3,915,000 | $ 3,915,000 | |||||
Equity Incentive Plan 2023 | Recapitalization | |||||||
Number of Options | |||||||
Beginning balance | 3,547 | ||||||
Recapitalization | 379,824 | ||||||
Ending balance | 3,547 | ||||||
Weighted Average Exercise Price | |||||||
Beginning balance | $ 90.50 | ||||||
Recapitalization | $ (89.66) | ||||||
Ending balance | $ 90.50 | ||||||
Weighted Average Remaining Contractual Life | |||||||
Options outstanding | 9 years 4 months 24 days | ||||||
Aggregate Intrinsic Value | |||||||
Options outstanding | $ 1,804,000 |
Share-based Compensation - Mark
Share-based Compensation - Market-Based Performance Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Mar. 20, 2023 | Mar. 16, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expense recognized | $ 2,319 | $ 309 | $ 309 | $ 4,685 | ||
Equity Incentive Plan 2023 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares issued | 8,059,796 | 5,874,144 | ||||
Exercise price of shares granted | $ 2.16 | |||||
Expected volatility | 96.80% | 95.10% | 95.10% | 97.10% | ||
Risk-free rate | 3.60% | 3% | 3% | 3.60% | ||
Expected life | 6 years 1 month 6 days | 5 years 10 months 24 days | 5 years 10 months 24 days | 6 years 1 month 6 days | ||
Market-Based Performance Share Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares issued | 306,373 | |||||
Period of volume weighted average trading price ("VWAP") | 20 days | |||||
Minimum price per share for vesting awards | $ 30 | |||||
Threshold period from grant date for vesting awards | 5 years | |||||
Exercise price of shares granted | $ 8.16 | |||||
Expiration term (in years) | 10 years | |||||
Expected volatility | 80% | |||||
Risk-free rate | 3.60% | |||||
Expected life | 2 years 2 months 12 days | |||||
Fair value per Market-Based Share Options | $ 4.66 | |||||
Expense recognized | $ 200 | $ 200 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Weighted Average Grant Date Fair Value | ||||
Expense recognized | $ 2,319 | $ 309 | $ 309 | $ 4,685 |
Restricted share units | ||||
Number of RSUs | ||||
Granted | 1,398,011 | |||
Ending balance | 1,398,011 | 1,398,011 | ||
Weighted Average Grant Date Fair Value | ||||
Granted | $ 6.28 | |||
Ending balance | $ 6.28 | $ 6.28 | ||
Expense recognized | $ 400 | $ 400 |
Share-based Compensation - Equi
Share-based Compensation - Equity Award Modification (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Apr. 07, 2023 | |
Share-based Compensation | |||||
Share-based compensation expense | $ 2,319 | $ 309 | $ 309 | $ 4,685 | |
Severance agreement | |||||
Share-based Compensation | |||||
Options vested and exercisable | 59,594 | ||||
Share-based compensation expense | $ 600 |
Share-based Compensation - Othe
Share-based Compensation - Other share-based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Mar. 20, 2023 | |
Share-based Compensation | |||||
Number of Class A ordinary shares on conversion | 267,939 | ||||
Share-based compensation expense | $ 2,319 | $ 309 | $ 309 | $ 4,685 | |
Series A-1 convertible preferred shares | |||||
Share-based Compensation | |||||
Number of Class A ordinary shares on conversion | 267,939 | 267,939 | |||
Share-based compensation expense | $ 2,200 |
Share-based Compensation - Sh_2
Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | |
Share-based Compensation | ||||
Share-based compensation expense | $ 2,319 | $ 309 | $ 309 | $ 4,685 |
Options | ||||
Share-based Compensation | ||||
Unrecognized share-based compensation expense | 22,000 | $ 22,000 | ||
Share-based compensation expense expected to be recognized over a weighted average period | 1 year 10 months 24 days | |||
Restricted share units | ||||
Share-based Compensation | ||||
Unrecognized share-based compensation expense | 8,400 | $ 8,400 | ||
Share-based compensation expense expected to be recognized over a weighted average period | 2 years | |||
Research and development | ||||
Share-based Compensation | ||||
Share-based compensation expense | $ 2,186 | |||
General and administrative | ||||
Share-based Compensation | ||||
Share-based compensation expense | $ 2,319 | $ 309 | $ 309 | $ 2,499 |
Note Payable (Details)
Note Payable (Details) - Note payable - USD ($) $ in Millions | Dec. 08, 2022 | Mar. 08, 2023 |
Note Payable | ||
Percentage of interest rate | 9% | |
Maturity term | 12 months | |
Number of days after the date of business combination for maturity term | 5 days | |
Percentage of the face amount including accrued interest payable if the business combination not consummated | 120% | |
Hydra | ||
Note Payable | ||
Proceeds form issuance of note | $ 7.6 | |
Face amount of note | $ 8 | $ 10 |
Percentage of principal amount payable for waiving the acceleration right in consideration | 125% |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Apr. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Redeemable Noncontrolling Interest | ||||
Selling price per share | $ 2.040724 | |||
Accretion of redeemable noncontrolling interest to redemption value | $ 20,900 | $ 20,900 | $ 10,000 | |
Deemed dividend to redeemable noncontrolling interest | $ (10,875) | $ (10,875) | ||
Z33 issued | ||||
Redeemable Noncontrolling Interest | ||||
Number of shares transferred | 4,900,222 | |||
Stone Peach | ||||
Redeemable Noncontrolling Interest | ||||
Right but not the obligation for purchase of issued shares, maximum percentage | 50% | |||
Purchase price per share | $ 2.448869 | |||
Threshold period from the date of agreement for purchase of issued shares | 2 years | |||
Right but not the obligation to sell the issued shares, maximum percentage | 50% | |||
Percentage of call option exercised | 50% | |||
Deemed dividend to redeemable noncontrolling interest | $ 10,900 | |||
Stone Peach | Z33 issued | ||||
Redeemable Noncontrolling Interest | ||||
Number of shares transferred | 4,900,222 | |||
Right but not the obligation for purchase of issued shares, maximum percentage | 50% | |||
Purchase price per share | $ 2.448869 | |||
Threshold period from the date of agreement for purchase of issued shares | 2 years | |||
Right but not the obligation to sell the issued shares, maximum percentage | 50% | |||
Selling price per share | $ 2.040724 | |||
Stone Peach | Class A Ordinary shares | ||||
Redeemable Noncontrolling Interest | ||||
Number of Class A shares issued | 2,000,000 |