Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 Road, Suite 110 | |
Entity Address, City or Town | Henderson | |
Entity Address State Or Province | NV | |
Entity Address, Postal Zip Code | 92037 | |
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 | 43,593,678 | |
Entity Central Index Key | 0001855644 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 89,817 | $ 99,806 |
Prepaid expenses and other current assets | 657 | 1,037 |
Total current assets | 90,474 | 100,843 |
Property and equipment, net | 9 | |
Total assets | 90,483 | 100,843 |
Current liabilities: | ||
Accounts payable and accrued expenses | 14,674 | 20,302 |
Total current liabilities | 14,674 | 20,302 |
Private placement warrants | 1,596 | 990 |
Total liabilities | 16,270 | 21,292 |
Commitments and contingencies (Note 9) | ||
Convertible preferred shares | ||
Redeemable noncontrolling interest | 11,663 | 18,680 |
Shareholders' Equity: | ||
Preferred shares, $0.0001 par value, 1,000,000 authorized as of March 31, 2024, and December 31, 2023; -0- issued and outstanding as of March 31, 2024, and December 31, 2023 | ||
Class A Ordinary shares, $0.0001 par value, 300,000,000 authorized, 43,593,678 issued and outstanding as of March 31, 2024, and December 31, 2023 | 4 | 4 |
Additional paid-in capital | 172,246 | 162,820 |
Accumulated deficit | (111,241) | (103,494) |
Total Zura Bio Limited shareholders' equity | 61,009 | 59,330 |
Noncontrolling interest | 1,541 | 1,541 |
Total shareholders' equity | 62,550 | 60,871 |
Total liabilities, redeemable noncontrolling interest, and shareholders' equity | $ 90,483 | $ 100,843 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Preferred shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 |
Class A ordinary shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares authorized (in shares) | 300,000,000 | 300,000,000 |
Class A ordinary shares issued (in shares) | 43,593,678 | 43,593,678 |
Class A ordinary shares outstanding (in shares) | 43,593,678 | 43,593,678 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 3,593 | $ 4,884 |
General and administrative | 4,786 | 2,835 |
Total operating expenses | 8,379 | 7,719 |
Loss from operations | (8,379) | (7,719) |
Other (income)/expense, net: | ||
Other (income)/expense | (23) | 10 |
Interest income | (1,215) | (1) |
Change in fair value of private placement warrants | (606) | 177 |
Change in fair value of note payable | 2,244 | |
Total other (income)/expense, net | (632) | 2,076 |
Loss before income taxes | (7,747) | (9,795) |
Income tax benefit | ||
Net loss before redeemable noncontrolling interest | (7,747) | (9,795) |
Net loss attributable to redeemable noncontrolling interest | 203 | |
Net loss | (7,747) | (9,592) |
Accretion of redeemable noncontrolling interest to redemption value | (203) | |
Adjustment of redeemable noncontrolling interest from redemption value to carrying value | (7,017) | |
Net loss attributable to Class A Ordinary Shareholders of Zura | $ (730) | $ (9,795) |
Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic (in dollars per share) | $ (0.02) | $ (2.76) |
Net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted (in dollars per share) | $ (0.02) | $ (2.76) |
Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura, basic (in shares) | 46,914,542 | 3,551,906 |
Weighted-average Class A Ordinary Shares used in computing net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted (in shares) | 46,914,542 | 3,551,906 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Noncontrolling interest | Class A Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Redeemable Noncontrolling Interest | Convertible Preferred Shares | License agreement with Lilly | Total | |||
Balance (Shares) at Dec. 31, 2022 | 13,510,415 | ||||||||||
Balance at Dec. 31, 2022 | $ 10,000 | $ 12,500 | [1] | ||||||||
Convertible Preferred Shares | |||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [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) | |||||||||
Accretion of redeemable noncontrolling interest to redemption value | $ 203 | 203 | 203 | ||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [1] | $ 2,186 | |||||||||
Net Income (Loss) | (9,592) | (203) | (9,592) | ||||||||
Balance at Mar. 31, 2023 | 10,000 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 279,720 | ||||||||||
Balance at Dec. 31, 2022 | (32,056) | (32,056) | |||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||
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 | |||||||||
Share-based compensation expense | 180 | 180 | |||||||||
Net Income (Loss) | (9,592) | (203) | (9,592) | ||||||||
Accretion of redeemable noncontrolling interest to redemption value | (203) | (203) | (203) | ||||||||
Ending Balance (in Shares) at Mar. 31, 2023 | 27,052,155 | ||||||||||
Balance at Mar. 31, 2023 | $ 3 | [1] | 69,703 | (41,851) | 27,855 | ||||||
Balance (Shares) at Dec. 31, 2022 | 13,510,415 | ||||||||||
Balance at Dec. 31, 2022 | 10,000 | $ 12,500 | [1] | ||||||||
Balance at Dec. 31, 2023 | 18,680 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 279,720 | ||||||||||
Balance at Dec. 31, 2022 | (32,056) | $ (32,056) | |||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||
Issuance of Class A Ordinary Shares to settle research and development license consideration liability (in shares) | 33 | ||||||||||
Ending Balance (in Shares) at Dec. 31, 2023 | 43,593,678 | 43,593,678 | |||||||||
Balance at Dec. 31, 2023 | $ 1,541 | $ 4 | [1] | 162,820 | (103,494) | $ 60,871 | |||||
Convertible Preferred Shares | |||||||||||
Adjustment of redeemable noncontrolling interest from redemption value to carrying value | 7,017 | (7,017) | 7,017 | ||||||||
Net Income (Loss) | (7,747) | (7,747) | |||||||||
Balance at Mar. 31, 2024 | 11,663 | ||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||
Share-based compensation expense | 2,409 | 2,409 | |||||||||
Net Income (Loss) | (7,747) | (7,747) | |||||||||
Adjustment of redeemable noncontrolling interest from redemption value to carrying value | 7,017 | $ (7,017) | $ 7,017 | ||||||||
Ending Balance (in Shares) at Mar. 31, 2024 | 43,593,678 | 43,593,678 | |||||||||
Balance at Mar. 31, 2024 | $ 1,541 | $ 4 | [1] | $ 172,246 | $ (111,241) | $ 62,550 | |||||
[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 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) | |
Transaction costs | $ 4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss before redeemable noncontrolling interest | $ (7,747) | $ (9,795) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Anti-dilution share issuance compensation | 2,186 | |
Share-based compensation | 2,409 | 180 |
Change in fair value of share-based payment liability | 1,854 | |
Change in fair value of note payable | 2,244 | |
Change in fair value of private placement warrants | 606 | (177) |
Foreign exchange transaction (gain)/loss | (23) | 9 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 380 | (213) |
Accounts payable and accrued expenses | (607) | 455 |
Net cash used in operating activities | (4,982) | (3,257) |
Cash flows from investing activities | ||
Purchase of property and equipment | (7) | |
Purchase of research and development license | (5,000) | |
Net cash used in investing activities | (5,007) | |
Cash flows from financing activities | ||
Settlement of note payable | (10,000) | |
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination | 56,683 | |
Payment of deferred transaction costs | (1,030) | |
Net cash provided by financing activities | 45,653 | |
Net (decrease)/increase in cash and cash equivalents | (9,989) | 42,396 |
Cash and cash equivalents, beginning of period | 99,806 | 1,567 |
Cash and cash equivalents, end of period | 89,817 | 43,963 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares | 14,686 | |
Adjustment of redeemable noncontrolling interest from redemption value to carrying value | 7,017 | |
Purchase of property and equipment included in accounts payable and accrued expenses | $ 2 | |
Assumption of public and private placement warrants in connection with Business Combination | 3,715 | |
Reclassification of public warrant liability to equity | 2,001 | |
Settlement of research and development license consideration liability | 4,488 | |
Transaction costs included in accounts payable and accrued expenses | 154 | |
Reclassification of deferred offering costs to additional paid-in capital | $ 4,015 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
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 (ZB-880), a high affinity monoclonal antibody, and tibulizumab (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. 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. The Company expects to no longer be an emerging growth company effective December 31, 2026. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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. If necessary, reclassification of amounts previously reported have been made in the accompanying condensed consolidated financial statements in order to conform to current presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial statements. These condensed consolidated 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 the Company’s consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 (the “audited consolidated financial statements”) that were included in the Company’s Form 10-K filed with the SEC on March 28, 2024. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024, and the results of operations for the three months ended March 31, 2024, and 2023. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024, or any other future interim or annual period. Significant Accounting Policies Except for the addition of property and equipment, 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 consolidated financial statements in Form 10-K filed with the SEC on March 28, 2024. 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, and the fair value of public and private placement warrants. 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 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. 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Computer and office equipment are depreciated over three years. Expenditures for repairs and maintenance are recorded to expense as incurred. 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: March 31, March 31, 2024 2023 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 12,809,996 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 7,108,188 1,941,933 Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,421,473 499,993 Restricted Share Awards 374,995 — Total 23,714,652 15,251,922 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and a disaggregation of income taxes paid, net of refunds. ASU 2023-09 also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for the Company beginning with the 2025 Annual Report on Form 10-K. Early adoption is permitted. ASU 2023-09 should be applied prospectively. Retrospective adoption is permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 3. 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, and private placement warrants. The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2024, and December 31, 2023, and the fair value hierarchy of the valuation techniques utilized. March 31, 2024 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 87,527 $ — $ — $ 87,527 Financial liabilities: Private placement warrants $ — $ 1,596 $ — $ 1,596 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 97,913 $ — $ — $ 97,913 Financial liabilities: Private placement warrants $ — $ 990 $ — $ 990 There were no transfers into 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 was repaid on March 20, 2023, upon the consummation of the Business Combination. The Company elected to account for the Note at fair value. Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $10.0 million. The Company recorded a loss on remeasurement of the Note of $2.2 million for the three months ended March 31, 2023 within change in fair value of note payable in the condensed consolidated statement of operations. The Note was no longer outstanding as of March 31, 2024 and December 31, 2023. Research and development license consideration As consideration for the 2022 Lilly License (see Note 5), 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. The arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability). Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura. The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $4.5 million, or $8.16 per share. The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million for the three months ended March 31, 2023 within research and development in the condensed consolidated statements of operations. The research and development license consideration liability was no longer outstanding as of March 31, 2024 and December 31, 2023. Private Placement Warrants As of March 31, 2024, the Company has private placement warrants (see Note 7). 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: For the Three Months Ended March 31, 2024 Balance at December 31, 2023 $ 990 Change in fair value 606 Balance at March 31, 2024 $ 1,596 The Company recorded a loss from the change in fair value of the private placement warrants of $0.6 million and a gain from change in fair value of the private placement warrants of $0.2 million for the three months ended March 31, 2024 and 2023, respectively, within change in fair value of private placement warrants on the condensed consolidated statements of operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses is comprised of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Accrued 2023 Lilly License costs $ 5,000 $ 10,000 Accrued research and development costs 7,246 6,091 Accounts payable 1,485 2,749 Accrued bonus 390 1,201 Other accrued expenses 553 261 Total accounts payable and accrued expenses $ 14,674 $ 20,302 (1) Comparative figures have been reclassified to conform with current period presentation. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2024 | |
License Agreements | |
License Agreements | 5. 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. The Company is obligated to make 11 future development and regulatory milestone payments aggregating up to $70.0 million and sales milestone payments up to an aggregate of $525.0 million based on respective thresholds of net sales of products (developed from the licensed compound) (the “Products”). 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 net 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 Company recognized the first $1.0 million development milestone as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. This amount due is included in accounts payable and accrued expenses on the condensed consolidated balance sheet as of March 31, 2024. The Company does not owe any other amounts under the Pfizer Agreement as of March 31, 2024. 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. During October 2023, the Company began drug substance manufacturing with a third party. As a result of manufacturing with a third party other than Lonza, under the terms of the Lonza License the first annual milestone payment of $0.4 million became due and was paid during the three months ended March 31, 2024. 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 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 (the “Call Option”). Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724 (the “Put Option”). 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 The Company is obligated to pay $3.0 million to Lilly under the 2022 Lilly License 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 March 31, 2024, 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”). ZB17 made a payment of $5.0 million to Lilly during the three months ended March 31, 2024 in connection with the receipt of certain know-how, data, information and materials that Lilly was required to provide under the license agreement. 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 Stone Peach Call Right represents noncontrolling interest in the Company’s subsidiary, ZB17. As of March 31, 2024, and December 31, 2023, the noncontrolling interest balance was $1.5 million. As additional consideration, Stone Peach receives annual payments first of $0.6 million, and increasing by 10% annually, so long as the Company maintains its license for ZB-106 on May 1 st 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 December 31, 2023, the $5.0 million fee was recorded in accounts payable and accrued expenses in the condensed consolidated balance sheet as of March 31, 2024 and December 31, 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. 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 licensed compound. The Company will account for these contingent payments when they become due. As of March 31, 2024, none of the contingent payments were due. WuXi Biologics License In July 2023, the Company entered into a cell line license agreement (the “Cell Line License Agreement”) with WuXi Biologics and its Affiliates (“WuXi Biologics”) for certain of WuXi Biologics' know - how, cell line, and biological materials (the “WuXi Biologics Licensed Technology”) to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”). If the Company manufactures all of its commercial supplies of bulk drug product for WuXi Biologics Licensed Products with a manufacturer other than WuXi Biologics or its affiliates, the Company is required to make royalty payments to WuXi Biologics in an amount equal to a fraction of a single digit percentage of global net sales of WuXi Biologics Licensed Products manufactured by a third-party manufacturer (the “Royalty”). If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis. The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon three months’ prior written notice and its payment of all undisputed amounts due to WuXi Biologics through the effective date of termination, (ii) by WuXi Biologics for a material breach by the Company that remains uncured for 30 days after written notice, or (iii) by WuXi Biologics if the Company fails to make a payment and such failure continues for 30 days after receiving notice of such failure. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Shareholders' Equity | |
Shareholders' Equity | 6. Shareholders’ Equity Business Combination Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement. On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Class A 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. Ordinary Shares Reserved for Issuance A summary of shares reserved for issuance as of March 31, 2024 is summarized below: March 31, 2024 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 7,108,188 Restricted Share Units 1,442,473 Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares 16,591,996 Shares issuable upon exercise of Z33 Put Right 2,000,000 Shares available for grant under Equity Incentive Plan 2,824,119 Shares available for grant under ESPP 4,029,898 Total shares reserved for issuance 33,996,674 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Warrants | 7. Warrants In connection with the Business Combination, the Company assumed 5,910,000 private placement warrants to purchase Class A that were held by JATT and 6,899,996 public warrants to purchase Class A Ordinary Shares that were held by JATT’s public shareholders. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. As of March 31, 2024, no warrants have been exercised or redeemed. 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 are 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. The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of March 31, 2024: Warrants Issued Exercise Price Expiration Date 6,899,996 $ 11.50 March 2028 5,910,000 $ 11.50 March 2028 3,782,000 $ 0.001 N/A |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation | |
Share-Based Compensation | 8. Share-based Compensation On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options; stock appreciation rights (“SARs”), alone or in conjunction with other awards; restricted shares awards (“RSAs”) 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 March 31, 2024, 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. As of January 1, 2024, the Company’s board of directors decided not to apply an increase to the Class A Ordinary Shares issuable under the Equity Incentive Plan. 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 March 31, 2024, no shares have been issued under the ESPP. 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 2023 Equity Incentive Plan share options issued during the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Share price $ 3.53 $ 8.16 Expected volatility 107.0 % 96.5 % Risk-free rate 4.10 % 3.58 % Expected life 6.0 years 6.1 years Expected dividend yield — % — % The following table summarizes the Company’s share option activity for the three months ended March 31, 2024: 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, 2023 5,791,065 $ 2.12 9.3 $ 17,752 Granted 1,519,698 3.98 — — Forfeited (202,575) 1.20 — — Options outstanding at March 31, 2024 7,108,188 $ 2.55 9.2 $ 8,812 Options vested and exercisable at March 31, 2024 1,745,311 $ 4.66 9.0 $ 786 Included in the table above are 2,280,560 options to purchase Class A Ordinary Shares issued to certain directors, executives, and employees outside of the Equity Incentive Plan. The weighted average grant date fair value of options granted during the three months ended March 31, 2024 and 2023 was $2.91 and $7.65, respectively. Market-Based Share Options On March 20, 2023, the Company granted 306,373 options to purchase Class A Ordinary Shares (“Market-Based Share Options”) to a certain Director of the Board. 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 For the Three Months Ended March 31, 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 months ended March 31, 2024 and 2023 was $0.2 million and $-0-, respectively. 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 Unvested RSUs at December 31, 2023 1,563,018 $ 5.93 Granted — — Forfeited (121,545) 5.24 Unvested RSUs at March 31, 2024 1,441,473 $ 5.95 The expense recognized related to RSUs during the three months ended March 31, 2024 and 2023 was $0.6 million and immaterial, respectively. Restricted Share Awards The Company converted RSU’s granted to a certain director pursuant to the Equity Incentive Plan into RSAs during the year ended December 31, 2023. The fair value was estimated based on the closing price of the shares on the original grant date. Weighted Average Number of Grant Date RSAs Fair Value Unvested RSAs at December 31, 2023 499,993 $ 8.16 Granted — — Vested (124,998) 8.16 Unvested RSAs at March 31, 2024 374,995 $ 8.16 The expense recognized related to RSAs during the three months ended March 31, 2024 and 2023 was $0.3 million and $-0-, respectively. Equity Award Modification On January 10, 2024, the Company and its Chief Medical Officer (the “CMO”) entered into an agreement regarding the CMO’s departure from the Company (the “Severance Agreement”). In connection with the Severance Agreement, 67,525 of the share options previously granted to the CMO became fully vested and exercisable and 40,515 of the RSUs previously granted to the CMO became fully vested. All remaining share options and RSUs not vested were forfeited and cancelled. During the three months ended March 31, 2024, the Company recognized a reversal of approximately $0.1 million of share-based compensation expense related to this modification. Share-based Compensation Expense Share-based compensation expense for all equity arrangements for the three months ended March 31, 2024, and 2023, was as follows: For the Three For the Three Months Ended Months Ended March 31, March 31, 2024 2023 Research and development $ 433 $ 2,186 General and administrative 1,976 180 Total share-based compensation expense $ 2,409 $ 2,366 As of March 31, 2024, there was approximately $20.5 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors that is expected to be recognized over a weighted average period of 3.1 years. As of March 31, 2024, there was approximately $6.6 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 3.2 years. As of March 31, 2024, there was approximately $3.0 million of total unrecognized share-based compensation expense related to RSAs granted to a certain director under the Company’s Equity Incentive Plan that is expected to be recognized over a weighted average period of 3.0 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies. | 9. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Redeemable Noncontrolling Interest | |
Redeemable Noncontrolling Interest | 10. Redeemable Noncontrolling Interest As a finder’s fee for the 2022 Lilly License, the Company’s consolidated subsidiary Z33 issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement (the “Call Option”). Stone Peach has the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura for a price per share of $2.040724 (the “Put Option”). As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest. 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 in the consolidated statement of operations. In November 2023, the Company and Stone Peach amended the terms of the agreement, voiding the Company’s obligation to exercise its Call Option, and instead reverting the Company’s rights and obligations under the Call Option back to that of the original agreement. Stone Peach, in addition to the existing Put Option, was granted the right, but not the obligation to sell up to 50% of the Series Seed Preferred Shares issued to Stone Peach to Zura in exchange for 2,000,000 Class A Ordinary Shares (the “Put Right”). Stone Peach may exercise its Put Option and Put Right at any time between April 24, 2024, and April 24, 2028, under the new agreement. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $9.2 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed contribution from the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders in the consolidated statement of operations. On March 31, 2024, the redeemable noncontrolling interest was remeasured from its redemption price to its initial carry amount, decreased for the noncontrolling interest’s share of Z33’s net loss, and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the three months ended March 31, 2024 in the condensed consolidated statement of operations. As of March 31, 2024, and December 31, 2023, the redeemable noncontrolling interest balance was $11.7 million and $18.7 million, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events April 2024 Private Placement On April 18, 2024, the Company entered into subscription agreements (the “April 2024 Investor Agreements”) with certain institutional and other accredited investors (the “Investors”), whereby the Company issued On April 18, 2024, the Company also entered into subscription agreements (the “April 2024 Insider Agreements” and together with the April 2024 Investor Agreements, the “April 2024 Private Placement”) with certain officers, directors and affiliates of the Company (“Insiders” and together with the Investors, the “2024 Subscribers”), whereby the Company issued 1,357,827 Class A Ordinary Shares, par value $0.0001 per share sold a purchase price of $3.13 per Class A Ordinary Share for an aggregate purchase price of $4.2 million. The April 2024 Private Placement closed on April 22, 2024, from which the Company received total gross proceeds of approximately $112.5 million, before deducting placement agent fees and offering expenses payable by the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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. If necessary, reclassification of amounts previously reported have been made in the accompanying condensed consolidated financial statements in order to conform to current presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP applicable to interim financial statements. These condensed consolidated 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 the Company’s consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 (the “audited consolidated financial statements”) that were included in the Company’s Form 10-K filed with the SEC on March 28, 2024. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024, and the results of operations for the three months ended March 31, 2024, and 2023. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024, or any other future interim or annual period. |
Significant Accounting Policies | Significant Accounting Policies Except for the addition of property and equipment, 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 consolidated financial statements in Form 10-K filed with the SEC on March 28, 2024. |
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, and the fair value of public and private placement warrants. |
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 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. 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Computer and office equipment are depreciated over three years. Expenditures for repairs and maintenance are recorded to expense as incurred. |
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: March 31, March 31, 2024 2023 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 12,809,996 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 7,108,188 1,941,933 Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,421,473 499,993 Restricted Share Awards 374,995 — Total 23,714,652 15,251,922 |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expect implementation of the new guidance to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and a disaggregation of income taxes paid, net of refunds. ASU 2023-09 also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for the Company beginning with the 2025 Annual Report on Form 10-K. Early adoption is permitted. ASU 2023-09 should be applied prospectively. Retrospective adoption is permitted. The Company is currently assessing the impact this standard will have on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 | March 31, March 31, 2024 2023 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 12,809,996 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 7,108,188 1,941,933 Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,421,473 499,993 Restricted Share Awards 374,995 — Total 23,714,652 15,251,922 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | March 31, 2024 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 87,527 $ — $ — $ 87,527 Financial liabilities: Private placement warrants $ — $ 1,596 $ — $ 1,596 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents $ 97,913 $ — $ — $ 97,913 Financial liabilities: Private placement warrants $ — $ 990 $ — $ 990 |
Schedule of changes in the estimated fair value | For the Three Months Ended March 31, 2024 Balance at December 31, 2023 $ 990 Change in fair value 606 Balance at March 31, 2024 $ 1,596 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | March 31, 2024 December 31, 2023 Accrued 2023 Lilly License costs $ 5,000 $ 10,000 Accrued research and development costs 7,246 6,091 Accounts payable 1,485 2,749 Accrued bonus 390 1,201 Other accrued expenses 553 261 Total accounts payable and accrued expenses $ 14,674 $ 20,302 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Shareholders' Equity | |
Schedule of shares reserved for issuance | March 31, 2024 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 7,108,188 Restricted Share Units 1,442,473 Shares issuable upon exercise of warrants to purchase Class A Ordinary Shares 16,591,996 Shares issuable upon exercise of Z33 Put Right 2,000,000 Shares available for grant under Equity Incentive Plan 2,824,119 Shares available for grant under ESPP 4,029,898 Total shares reserved for issuance 33,996,674 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Schedule of number of warrants outstanding, exercise price, and expiration dates | The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of March 31, 2024: Warrants Issued Exercise Price Expiration Date 6,899,996 $ 11.50 March 2028 5,910,000 $ 11.50 March 2028 3,782,000 $ 0.001 N/A |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation | |
Schedule of restricted share units | Weighted Average Number of Grant Date RSUs Fair Value Unvested RSUs at December 31, 2023 1,563,018 $ 5.93 Granted — — Forfeited (121,545) 5.24 Unvested RSUs at March 31, 2024 1,441,473 $ 5.95 |
Schedule of share-based Compensation Expense | For the Three For the Three Months Ended Months Ended March 31, March 31, 2024 2023 Research and development $ 433 $ 2,186 General and administrative 1,976 180 Total share-based compensation expense $ 2,409 $ 2,366 |
Equity Incentive Plan 2023 | |
Share-Based Compensation | |
Schedule of weighted-average assumptions were used to estimate the fair value | For the Three Months Ended March 31, 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 Share Options | |
Share-Based Compensation | |
Schedule of weighted-average assumptions were used to estimate the fair value | Three Months Ended March 31, 2024 2023 Share price $ 3.53 $ 8.16 Expected volatility 107.0 % 96.5 % Risk-free rate 4.10 % 3.58 % Expected life 6.0 years 6.1 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, 2023 5,791,065 $ 2.12 9.3 $ 17,752 Granted 1,519,698 3.98 — — Forfeited (202,575) 1.20 — — Options outstanding at March 31, 2024 7,108,188 $ 2.55 9.2 $ 8,812 Options vested and exercisable at March 31, 2024 1,745,311 $ 4.66 9.0 $ 786 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Restricted share units | 23,714,652 | 15,251,922 |
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | ||
Summary of Significant Accounting Policies | ||
Restricted share units | 12,809,996 | 12,809,996 |
Shares issuable upon exercise of options to purchase Class A Ordinary Shares | ||
Summary of Significant Accounting Policies | ||
Restricted share units | 7,108,188 | 1,941,933 |
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | ||
Summary of Significant Accounting Policies | ||
Restricted share units | 2,000,000 | |
Restricted Share Units | ||
Summary of Significant Accounting Policies | ||
Restricted share units | 1,421,473 | 499,993 |
Restricted Share Awards | ||
Summary of Significant Accounting Policies | ||
Restricted share units | 374,995 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Measurements | ||
Transfers between level 1 and level 2 | $ 0 | |
Transfers level 2 and level 3 | 0 | |
Transfers into or out of level 3 | 0 | |
Private placement warrants | ||
Fair Value Measurements | ||
Financial liabilities | 1,596 | $ 990 |
Cash equivalents | ||
Fair Value Measurements | ||
Financial assets | 87,527 | 97,913 |
Level 1 | Cash equivalents | ||
Fair Value Measurements | ||
Financial assets | 87,527 | 97,913 |
Level 2 | Private placement warrants | ||
Fair Value Measurements | ||
Financial liabilities | $ 1,596 | $ 990 |
Fair Value Measurements - Note
Fair Value Measurements - Note payable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 20, 2023 | Dec. 08, 2022 | Mar. 31, 2023 | |
Short-Term Debt [Line Items] | |||
Settlement of note payable | $ 10,000 | ||
Change in fair value of note payable | 2,244 | ||
Note payable | Hydra | |||
Short-Term Debt [Line Items] | |||
Settlement of note payable | $ 10,000 | ||
Change in fair value of note payable | $ 2,200 | ||
Proceeds form issuance of note | $ 7,600 | ||
Face amount of note | $ 8,000 |
Fair Value Measurements - Resea
Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Measurements | ||
Aggregate fair value of the shares issued | $ 4,488 | |
Summary of changes in the estimated fair value | ||
Beginning balance | $ 990 | |
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 606 | |
Ending balance | $ 1,596 | |
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 | |
Research and development license consideration | Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | ||
Fair Value Measurements | ||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 |
Fair Value Measurements - Priva
Fair Value Measurements - Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 990 | |
Change in fair value | 606 | |
Ending balance | 1,596 | |
Gain from the change in fair value of the private placement warrants | 606 | $ (177) |
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 | $ 600 | $ 200 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Payable and Accrued Expenses | ||
Accrued 2023 Lilly License costs | $ 5,000 | $ 10,000 |
Accrued research and development costs | 7,246 | 6,091 |
Accounts payable | 1,485 | 2,749 |
Accrued bonus | 390 | 1,201 |
Other accrued expenses | 553 | 261 |
Total accounts payable and accrued expenses | $ 14,674 | $ 20,302 |
License Agreements (Details)
License Agreements (Details) $ in Millions | 3 Months Ended | |
Mar. 22, 2022 USD ($) payment | Mar. 31, 2024 USD ($) | |
Lonza milestone payment | Accounts Payable and Accrued Liabilities | ||
License Agreements | ||
Annual milestone payment, due and payable | $ 0.4 | |
Agreement with Pfizer | ||
License Agreements | ||
Number of development and regulatory milestone payments | payment | 11 | |
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% | |
Development Of research and development | $ 1 |
License Agreements - 2022 Lilly
License Agreements - 2022 Lilly License (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 24, 2023 | Dec. 08, 2022 | Nov. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
License Agreements | |||||||
Aggregate fair value of the shares issued | $ 4,488,000 | ||||||
Stone Peach Properties, LLC | Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | |||||||
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 | 6 months | |||||
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 | ||||||
Number of shares in exchange for exercise of put Right. | 2,000,000 | ||||||
License agreement with Lilly | |||||||
License Agreements | |||||||
Amount of cash transferred | $ 33,000,000 | ||||||
Number of Class A ordinary shares agreed to issue upon the closing of the business combination | 33 | ||||||
Issuance of ordinary shares to settle research and development license consideration liability | 33 | ||||||
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 | Stone Peach Properties, LLC | |||||||
License Agreements | |||||||
Contingent payments due | $ 0 |
License Agreements - 2023 Lilly
License Agreements - 2023 Lilly License (Details) | 3 Months Ended | 12 Months Ended | ||||
Apr. 26, 2023 USD ($) shares | Apr. 24, 2023 shares | Dec. 08, 2022 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) payment shares | Dec. 31, 2022 USD ($) | |
License Agreements | ||||||
Noncontrolling interest balance | $ 1,541,000 | $ 1,541,000 | ||||
Percentage of annual increase in payment | 10% | |||||
ZB17 LLC | ||||||
License Agreements | ||||||
Upfront cash payment | $ 17,000,000 | |||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 106 | |||||
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 Put Right | ||||||
License Agreements | ||||||
Percentage of the call options exercised | 50% | 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 | $ 33,000,000 | |||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 33 | |||||
Maximum amount of development and regulatory milestone payments | $ 155,000,000 | |||||
Maximum amount of sales milestone payments | $ 440,000,000 | |||||
Contingent payments due | $ 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 | |||||
Maximum amount of sales milestone payments | $ 440,000,000 | |||||
Period for payment of milestone payment | 12 years | |||||
Percentage of royalty fee | 106% | 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 | |||||
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 | |||||
Fully diluted shares exceeded the minimum limit for milestone payment | shares | 52,500,000 | |||||
License agreement with Lilly | Stone Peach Properties, LLC | ||||||
License Agreements | ||||||
One-time milestone payment on achievement of conditions | $ 25,000,000 | |||||
Percentage of royalty fee | 2% | |||||
One-time milestone payment | $ 4,500,000 | |||||
Contingent payments due | 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 | 1,500,000 | ||||
Annual amount of payment | $ 106,000,000 | $ 600,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 20, 2023 | Mar. 16, 2023 |
Shareholders' Equity | ||||
Number of Class A ordinary shares on conversion | 267,939 | |||
Class A ordinary shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | ||
Class A ordinary shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Legacy Zura | ||||
Shareholders' Equity | ||||
Class A ordinary shares, par value per share (in dollars per share) | $ 0.001 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares Reserved for Issuance (Details) | Mar. 31, 2024 shares |
Shareholders' Equity | |
Shares reserved for issuance | 33,996,674 |
Equity Incentive Plan | |
Shareholders' Equity | |
Shares reserved for issuance | 2,824,119 |
Shares available for grant under ESPP | |
Shareholders' Equity | |
Shares reserved for issuance | 4,029,898 |
Shares issuable upon exercise of Z33 Put Right | |
Shareholders' Equity | |
Shares reserved for issuance | 2,000,000 |
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | |
Shareholders' Equity | |
Shares reserved for issuance | 16,591,996 |
Shares issuable upon exercise of options to purchase Class A Ordinary Shares | |
Shareholders' Equity | |
Shares reserved for issuance | 7,108,188 |
Restricted Share Units | |
Shareholders' Equity | |
Shares reserved for issuance | 1,442,473 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2024 D $ / shares shares | |
Warrants | ||
Number of warrants exercised or redeemed | shares | 0 | |
Public Warrants expiration term | 5 years | |
Public warrants | ||
Warrants | ||
Warrants exercisable term from the completion of business combination | 30 days | |
Public Warrants expiration term | 5 years | |
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Fair value per share | $ / shares | $ 0.01 | |
Stock price trigger for redemption of public warrants | $ / shares | 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 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 | |
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 | |
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | ||
Warrants | ||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | |
Exercise price of warrants | $ / shares | $ 0.001 | |
Sale price per warrant | $ / shares | $ 4.249 | |
Aggregate purchase price | $ | $ 16.1 | |
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | Maximum | ||
Warrants | ||
Number of warrants issued to purchase shares | shares | 3,782,000 |
Warrants - Number of warrants o
Warrants - Number of warrants outstanding, exercise price, and expiration dates (Details) - Pre-Funded Warrants | Mar. 31, 2024 $ / shares shares |
Warrant issued 6,899,996 exercise price 11.50 | |
Warrants | |
Warrants Issued | shares | 6,899,996 |
Exercise Price | $ / shares | $ 11.50 |
Warrant issued 5,910,000 exercise price 11.50 | |
Warrants | |
Warrants Issued | shares | 5,910,000 |
Exercise Price | $ / shares | $ 11.50 |
Warrant issued 3,782,000 exercise price 0.001 | |
Warrants | |
Warrants Issued | shares | 3,782,000 |
Exercise Price | $ / shares | $ 0.001 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 3 Months Ended | ||||
Jan. 01, 2024 shares | Jun. 01, 2023 shares | Mar. 16, 2023 shares | Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 $ / shares | |
Equity Incentive Plan 2023 | |||||
Share-Based Compensation | |||||
Percentage of discount for eligible employees | 5% | ||||
Number of shares issued | 8,059,796 | 1,519,698 | |||
Weighted-average assumptions used to estimate the fair value | |||||
Share price | $ / shares | 3.53 | 8.16 | |||
Expected volatility | 107% | 96.50% | |||
Risk-free rate | 4.10% | 3.58% | |||
Expected life | 6 years | 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 | |||||
Percentage of discount for eligible employees | 15% | ||||
Number of shares issued | 4,029,898 | 0 |
Share-Based Compensation - Shar
Share-Based Compensation - Share option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 16, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Aggregate Intrinsic Value | ||||
Share-based compensation expense | $ 2,409 | $ 2,366 | ||
Equity Incentive Plan 2023 | ||||
Number of Options | ||||
Beginning balance | 5,791,065 | |||
Granted | 8,059,796 | 1,519,698 | ||
Forfeited | (202,575) | |||
Ending balance | 7,108,188 | 5,791,065 | ||
Options vested and exercisable | 1,745,311 | |||
Weighted Average Exercise Price | ||||
Beginning balance | $ 2.12 | |||
Granted | 3.98 | |||
Forfeited | 1.20 | |||
Ending balance | 2.55 | $ 2.12 | ||
Options vested and exercisable | $ 4.66 | |||
Weighted Average Remaining Contractual Life | ||||
Options outstanding | 9 years 2 months 12 days | 9 years 3 months 18 days | ||
Options vested and exercisable | 9 years | |||
Aggregate Intrinsic Value | ||||
Options outstanding | $ 8,812 | $ 17,752 | ||
Options vested and exercisable | $ 786 | |||
Number of shares issued | 8,059,796 | 1,519,698 | ||
Exercise price of shares granted | $ 3.98 | |||
Equity Incentive Plan 2023 | Directors Executives And Employees | Employee Stock Option | ||||
Number of Options | ||||
Granted | 2,280,560 | |||
Weighted Average Exercise Price | ||||
Granted | $ 2.91 | $ 7.65 | ||
Aggregate Intrinsic Value | ||||
Number of shares issued | 2,280,560 | |||
Exercise price of shares granted | $ 2.91 | $ 7.65 |
Share-Based Compensation - Mark
Share-Based Compensation - Market-Based Performance Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 20, 2023 | Mar. 16, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation | ||||
Expense recognized | $ 2,409 | $ 2,366 | ||
Equity Incentive Plan 2023 | ||||
Share-Based Compensation | ||||
Number of shares issued | 8,059,796 | 1,519,698 | ||
Exercise price of shares granted | $ 3.98 | |||
Expected volatility | 107% | 96.50% | ||
Risk-free rate | 4.10% | 3.58% | ||
Expected life | 6 years | 6 years 1 month 6 days | ||
Market-Based Share Options | ||||
Share-Based Compensation | ||||
Number of shares issued | 306,373 | 0 | ||
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 | $ 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted Average Grant Date Fair Value | ||
Expense recognized | $ 2,409 | $ 2,366 |
Restricted Share Units | ||
Number of RSUs | ||
Beginning balance | 1,563,018 | |
Vested | (121,545) | |
Ending balance | 1,441,473 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance | $ 5.93 | |
Vested | 5.24 | |
Ending balance | $ 5.95 | |
Expense recognized | $ 600 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted Average Grant Date Fair Value | ||
Expense recognized | $ 2,409 | $ 2,366 |
Restricted Share Awards | ||
Number of RSUs | ||
Beginning balance | 499,993 | |
Vested | (124,998) | |
Ending balance | 374,995 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance | $ 8.16 | |
Vested | 8.16 | |
Ending balance | $ 8.16 | |
Expense recognized | $ 300 | $ 0 |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Award Modification (Details) - Severance agreement - USD ($) $ in Millions | 3 Months Ended | |
Jan. 10, 2024 | Mar. 31, 2024 | |
Share-Based Compensation | ||
Share based payment award, options, vested, number of shares | 67,525 | |
Share based payment award, equity instruments other than options, vested in period | 40,515 | |
Share based payment arrangement, expense reversal | $ 0.1 |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation | ||
Share-based compensation expense | $ 2,409 | $ 2,366 |
Employee Stock Option | ||
Share-Based Compensation | ||
Unrecognized share-based compensation expense | $ 20,500 | |
Share-based compensation expense expected to be recognized over a weighted average period | 3 years 1 month 6 days | |
Restricted Share Units | ||
Share-Based Compensation | ||
Share-based compensation expense | $ 600 | |
Unrecognized share-based compensation expense | $ 6,600 | |
Share-based compensation expense expected to be recognized over a weighted average period | 3 years 2 months 12 days | |
Restricted Share Awards | ||
Share-Based Compensation | ||
Share-based compensation expense | $ 300 | 0 |
Unrecognized share-based compensation expense | $ 3,000 | |
Share-based compensation expense expected to be recognized over a weighted average period | 3 years | |
Research and development | ||
Share-Based Compensation | ||
Share-based compensation expense | $ 433 | 2,186 |
General and administrative | ||
Share-Based Compensation | ||
Share-based compensation expense | $ 1,976 | $ 180 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interest | $ 11,663 | $ 18,680 | ||
Stone Peach Properties, LLC | Call Option [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Settlement term | 6 months | |||
Stone Peach Properties, LLC | Series Seed Preferred Shares | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Maximum percentage of shares that can be purchased in a put right | 50% | |||
Number of shares to be purchased in put right | 2,000,000 | |||
Stone Peach Properties, LLC | Series Seed Preferred Shares | Put Option [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Purchase price per share | $ 2.040724 | |||
Stone Peach Properties, LLC | Series Seed Preferred Shares | Call Option [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Maximum percentage of shares that can be purchased in an option | 50% | |||
Stone Peach Properties, LLC | Stone Peach Properties, LLC | Series Seed Preferred Shares | Call Option [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Purchase price per share | $ 2.448869 | |||
Term of call option | 2 years | |||
Percentage of shares agreed to purchase upon settlement of call option | 50% | |||
Number of shares agreed to issue for settlement | 2,000,000 | |||
Stone Peach Properties, LLC | Stone Peach Properties, LLC | Series Seed Preferred Shares | Put Option [Member] | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Maximum percentage of shares that can be purchased in an option | 50% | |||
Z33 | Series Seed Preferred Shares | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Deemed contribution from the redeemable noncontrolling interest | $ 9,200 | |||
Z33 | Stone Peach Properties, LLC | Series Seed Preferred Shares | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Issuance of shares (in shares) | 4,900,222 | |||
Deemed dividend to the redeemable noncontrolling interest | $ 10,900 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events $ / shares in Units, $ in Millions | Apr. 18, 2024 USD ($) $ / shares shares |
April 2024 Investor Agreements | Private Placement | |
Subsequent Events | |
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs | $ | $ 108.3 |
Exercise price of warrants | $ 0.001 |
April 2024 Investor Agreements | Class A Ordinary Shares | Private Placement | |
Subsequent Events | |
Number of warrants issued | shares | 18,732,301 |
Price per share | $ 0.0001 |
Warrants Issued | shares | 16,102,348 |
Price per warrant | $ 3.108 |
April 2024 Investor Agreements | Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | |
Subsequent Events | |
Price per warrant | $ 3.107 |
April 2024 Investor Agreements | Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | Private Placement | |
Subsequent Events | |
Number of warrants issued | shares | 18,732,301 |
April 2024 Private Placement | Private Placement | |
Subsequent Events | |
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs | $ | $ 4.2 |
April 2024 Private Placement | Private Placement | Officers, Director And Affiliates | |
Subsequent Events | |
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs | $ | $ 112.5 |
April 2024 Private Placement | Class A Ordinary Shares | Private Placement | Officers, Director And Affiliates | |
Subsequent Events | |
Number of warrants issued | shares | 1,357,827 |
Price per share | $ 0.0001 |
Price per warrant | $ 3.13 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (7,747) | $ (9,592) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |