Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2024 | |
Document and Entity Information | |
Document Type | POS AM |
Entity Registrant Name | ZURA BIO LIMITED |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001855644 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||||
Cash and cash equivalents | $ 89,817 | $ 99,806 | $ 1,567 | |
Prepaid expenses and other current assets | 657 | 1,037 | 209 | |
Total current assets | 90,474 | 100,843 | 1,776 | |
Deferred offering costs | 0 | 3,486 | ||
Total assets | 90,483 | 100,843 | 5,262 | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 14,674 | 20,302 | 4,428 | |
Note payable | 7,756 | |||
Research and development license consideration liability | 2,634 | |||
Total current liabilities | 14,674 | 20,302 | 14,818 | |
Private placement warrants | 1,596 | 990 | ||
Total liabilities | 16,270 | 21,292 | 14,818 | |
Commitments and contingencies (Note 12) | ||||
Convertible preferred shares | ||||
Series A-1 convertible preferred shares, $0.001 par value, -0- and 13,510,415 shares authorized, issued and outstanding as of December 31, 2023 and 2022, respectively | 12,500 | |||
Redeemable noncontrolling interest | 11,663 | 18,680 | 10,000 | |
Shareholders' Equity (Deficit): | ||||
Preferred Shares, $0.0001 par value, 1,000,000 and -0- authorized as of December 31, 2023 and 2022, respectively; -0- issued and outstanding as of 2023 and December 31, 2022 | ||||
Class A Ordinary Shares, $0.0001 par value, 300,000,000 authorized, 43,593,678 issued and outstanding as of December 31, 2023; 1,884,649 authorized, 279,720 issued and outstanding as of December 31, 2022 | 4 | 4 | ||
Additional paid-in capital | 172,246 | 162,820 | ||
Accumulated deficit | (111,241) | (103,494) | (32,056) | |
Total Zura Bio Limited shareholders' equity | 61,009 | 59,330 | (32,056) | |
Noncontrolling interest | 1,541 | 1,541 | 0 | |
Total shareholders' equity | 62,550 | 60,871 | $ 27,855 | (32,056) |
Total liabilities, redeemable noncontrolling interest, and shareholders' equity | $ 90,483 | $ 100,843 | $ 5,262 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 20, 2023 | Mar. 16, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | |||||
Series A-1 convertible preferred shares, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | |||
Series A-1 convertible preferred shares authorized (in shares) | 0 | 13,510,415 | |||
Series A-1 convertible preferred shares issued (in shares) | 0 | 13,510,415 | |||
Series A-1 convertible preferred shares outstanding (in shares) | 0 | 13,510,415 | |||
Preferred shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 0 | |
Preferred shares issued (in shares) | 0 | 0 | 0 | ||
Preferred shares outstanding (in shares) | 0 | 0 | 0 | ||
Class A ordinary shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A ordinary shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 1,884,649 | |
Class A ordinary shares issued (in shares) | 43,593,678 | 43,593,678 | 279,720 | ||
Class A ordinary shares outstanding (in shares) | 43,593,678 | 43,593,678 | 279,720 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | |||||
Research and development | $ 3,593 | $ 4,884 | $ 23,689 | $ 43,999 | |
General and administrative | 4,786 | 2,835 | 3,473 | 18,639 | |
Total operating expenses | 8,379 | 7,719 | 27,162 | 62,638 | |
Loss from operations | (8,379) | (7,719) | (27,162) | (62,638) | |
Other expense/(income), net: | |||||
Other expense, net | 23 | (17) | |||
Interest income | (1,215) | (1) | (8) | (2,186) | |
Dividend income | (1,392) | ||||
Change in fair value of private placement warrants | (606) | 177 | 724 | ||
Change in fair value of note payable | 2,244 | 156 | 2,244 | $ 200 | |
Total other expense/(income), net | (23) | 10 | 171 | (2,075) | |
Loss before income taxes | (7,747) | (9,795) | (27,333) | (60,563) | |
Income tax benefit | 0 | ||||
Net loss before redeemable noncontrolling interest | (7,747) | (9,795) | (27,333) | (60,563) | |
Net loss attributable to redeemable noncontrolling interest | 203 | 1,595 | 203 | ||
Net loss | (7,747) | (9,592) | (25,738) | (60,360) | $ (25,700) |
Accretion of redeemable noncontrolling interest to redemption value | (203) | (6,652) | (7,220) | ||
Deemed contribution from redeemable noncontrolling interest | 9,212 | ||||
Deemed dividend to redeemable noncontrolling interest | (10,875) | ||||
Net loss attributable to Class A Ordinary Shareholders of Zura | $ (730) | $ (9,795) | $ (32,390) | $ (69,243) | |
Net loss per share attributable to Class A Ordinary Shareholders of Zura, basic (in dollars per share) | $ (0.02) | $ (2.76) | $ (141.97) | $ (2.09) | |
Net loss per share attributable to Class A Ordinary Shareholders of Zura, diluted (in dollars per share) | $ (0.02) | $ (2.76) | $ (141.97) | $ (2.09) | |
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 | 228,148 | 33,064,036 | |
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 | 228,148 | 33,064,036 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Noncontrolling interest | Class A Ordinary Shares Recapitalization | Class A Ordinary Shares Private Placement | Class A Ordinary Shares License agreement with Lilly | Class A Ordinary Shares | Additional Paid-in Capital Private Placement | Additional Paid-in Capital Pre-Funded Warrants | Additional Paid-in Capital License agreement with Lilly | Additional Paid-in Capital | Accumulated Deficit Recapitalization | Accumulated Deficit | Redeemable Noncontrolling Interest Recapitalization | Redeemable Noncontrolling Interest | Convertible Preferred Shares Recapitalization | Convertible Preferred Shares | Recapitalization | Private Placement | Pre-Funded Warrants | License agreement with Lilly | Total | |||||
Balance (Shares) at Jan. 17, 2022 | 0 | 0 | |||||||||||||||||||||||
Balance at Jan. 17, 2022 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | [1] | $ 0 | ||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for cash | [1] | $ 10,000 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for cash (in Shares) | 10,808,332 | ||||||||||||||||||||||||
Issuance of subsidiary redeemable preferred shares for license | 4,943 | 4,943 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [1] | $ 2,500 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation (in shares) | 2,702,083 | ||||||||||||||||||||||||
Accretion of redeemable noncontrolling interest to redemption value | (334) | (6,318) | 6,652 | (6,652) | |||||||||||||||||||||
Exercise of stock options, net of forfeited shares (in Shares) | 279,612 | ||||||||||||||||||||||||
Share-based compensation | 334 | $ 334 | |||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 10,000 | 10,000 | $ 12,500 | [1] | $ 12,500 | [1],[2] | |||||||||||||||||||
Balance (Shares) at Dec. 31, 2022 | 125,000 | 13,510,415 | 13,510,415 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Issuance of shares (in shares) | 108 | ||||||||||||||||||||||||
Net loss | (25,738) | (1,595) | $ (25,738) | ||||||||||||||||||||||
Ending Balance (in Shares) at Dec. 31, 2022 | 3,548 | 279,720 | 279,720 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ (32,056) | (32,056) | $ (32,056) | $ (32,056) | |||||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Recapitalization, net of forfeited shares | 13,385,415 | ||||||||||||||||||||||||
Balance after recapitalization (in shares) | 13,510,415 | ||||||||||||||||||||||||
Recapitalization | 276,172 | ||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [2] | $ 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) | [2] | (14,684) | $ (14,686) | [2] | (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 | [2] | 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 | |||||||||||||||||||||||
Accretion of redeemable noncontrolling interest to redemption value | (203) | (203) | (203) | ||||||||||||||||||||||
Share-based compensation | 180 | 180 | |||||||||||||||||||||||
Balance at Mar. 31, 2023 | 10,000 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Net loss | (9,592) | (203) | (9,592) | ||||||||||||||||||||||
Ending Balance (in Shares) at Mar. 31, 2023 | 27,052,155 | ||||||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 3 | [2] | 69,703 | (41,851) | $ 27,855 | ||||||||||||||||||||
Balance (Shares) at Dec. 31, 2022 | 125,000 | 13,510,415 | 13,510,415 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 10,000 | 10,000 | $ 12,500 | [1] | $ 12,500 | [1],[2] | |||||||||||||||||||
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 | |||||||||||||||||||||||
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 | 33 | |||||||||||||||||||||||
Reclassification of public warrant liability to equity | 2,001 | 2,001 | |||||||||||||||||||||||
Accretion of redeemable noncontrolling interest to redemption value | (7,017) | (203) | 7,220 | (7,220) | |||||||||||||||||||||
Stone Peach Call Right issued to noncontrolling interest | 1,541 | 1,541 | |||||||||||||||||||||||
Deemed contribution from redeemable noncontrolling interest | 9,212 | (9,212) | 9,212 | ||||||||||||||||||||||
Deemed dividend to redeemable noncontrolling interest | (10,875) | 10,875 | (10,875) | ||||||||||||||||||||||
Share-based compensation | 13,059 | $ 13,059 | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | 18,680 | ||||||||||||||||||||||||
Balance (Shares) at Dec. 31, 2023 | 0 | ||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 3,548 | 279,720 | 279,720 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ (32,056) | (32,056) | $ (32,056) | $ (32,056) | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Issuance of restricted share awards (in shares) | 499,993 | ||||||||||||||||||||||||
Issuance of shares (in shares) | 15,041,530 | 1,000,000 | |||||||||||||||||||||||
Issuance of shares | $ 1 | [1] | $ 54,133 | $ 16,070 | $ 7,840 | $ 54,134 | $ 16,070 | $ 7,840 | |||||||||||||||||
Net loss | (60,360) | (203) | $ (60,360) | ||||||||||||||||||||||
Ending Balance (in Shares) at Dec. 31, 2023 | 43,593,678 | 43,593,678 | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | 1,541 | $ 4 | [1],[2] | 162,820 | (103,494) | $ 60,871 | |||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Share-based compensation | 2,409 | 2,409 | |||||||||||||||||||||||
Balance at Mar. 31, 2024 | $ 11,663 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Net loss | (7,747) | $ (7,747) | |||||||||||||||||||||||
Ending Balance (in Shares) at Mar. 31, 2024 | 43,593,678 | 43,593,678 | |||||||||||||||||||||||
Balance at Mar. 31, 2024 | $ 1,541 | $ 4 | [2] | $ 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 3[2]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 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 20, 2023 | Mar. 16, 2023 | |
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) | |||||
Transaction costs | $ 4 | $ 4 | |||
Issuance of shares, Transaction costs | $ 9.8 | ||||
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | 108.083 | 108.083 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Cash flows from operating activities | ||
Net loss before redeemable noncontrolling interest | $ (27,333) | $ (60,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Research and development acquired license | 21,892 | 27,381 |
Anti-dilution share issuance compensation | 2,186 | |
Share-based compensation expense | 334 | 7,469 |
Change in fair value of note payable | 156 | 2,244 |
Change in fair value of research and development license consideration liability | 185 | 1,854 |
Change in fair value of private placement warrants | (724) | |
Foreign exchange transaction gain | 23 | (17) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (209) | (828) |
Accounts payable and accrued expenses | 3,750 | 5,944 |
Net cash used in operating activities | (1,202) | (15,054) |
Cash flows from investing activities | ||
Purchase of research and development license | (12,000) | (8,000) |
Net cash used in investing activities | (12,000) | (8,000) |
Cash flows from financing activities | ||
Proceeds from issuance of Series A-1 convertible preferred shares | 10,000 | |
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs | 59,724 | |
Proceeds from issuance of Class A Ordinary Shares upon Closing of Business Combination | 56,683 | |
Proceeds from issuance of Pre-Funded Warrants in connection with April 2023 Private Placement | 16,070 | |
Proceeds from note payable | 7,600 | |
Settlement of note payable | (10,000) | |
Payment of deferred transaction costs | (2,831) | (1,184) |
Net cash provided by financing activities | 14,769 | 121,293 |
Net (decrease)/increase in cash and cash equivalents | 1,567 | 98,239 |
Cash and cash equivalents, beginning of period | 1,567 | |
Cash and cash equivalents, end of period | 1,567 | 99,806 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Issuance of Series A-1 convertible preferred shares for license | 2,500 | |
Conversion of Series A-1 convertible preferred shares for Class A Ordinary Shares | 14,686 | |
Accrued 2023 Lilly License consideration | 10,000 | |
Accretion of redeemable noncontrolling interest to redemption value | 6,652 | 7,220 |
Deemed contribution from redeemable noncontrolling interest | 9,212 | |
Deemed dividend to redeemable noncontrolling interest | 10,875 | |
Issuance of Class A Ordinary shares for 2023 Lilly License | 7,840 | |
Share-based equity issuance costs | 5,590 | |
Settlement of research and development license consideration liability | 4,488 | |
Transaction costs include in accounts payable and accrued expenses | 655 | |
Reclassification of deferred offering costs to additional paid-in capital | 4,015 | |
Assumption of public and private placement warrants in connection with Business Combination | 3,715 | |
Reclassification of public warrant liability to equity | 2,001 | |
Issuance of Call Right to noncontrolling interest | $ 1,541 | |
Issuance of subsidiary redeemable preferred shares for license | 4,943 | |
Research and development consideration liability for license | $ 2,449 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Condensed Consolidated Statements of Cash Flows | |
Transaction costs | $ 4.2 |
Organization and Description of
Organization and Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization and Description of Business | ||
Organization and Description of Business | 1. Organization and Description of Business Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”), as well as torudokimab (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. | 1. Organization and Description of Business Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”), as well as torudokimab, a high affinity monoclonal antibody, and ZB-106, a bispecific antibody relating to IL-17 and BAFF, which it has licensed from Eli Lilly and Company (“Lilly”). The Company’s accounting predecessor, Zura Bio Limited (herein referred to as “Legacy Zura”), was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”). Business Combination On March 20, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd. (“Holdco”), and Legacy Zura. Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Legacy Zura and became a party to the Business Combination Agreement; and (b) on the Closing, in sequential order: (i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT; (ii) immediately following the Merger, Holdco merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT; and (iii) JATT changed its name to “Zura Bio Limited”. The Business Combination has been accounted for as a reverse recapitalization, with Legacy Zura being the accounting acquirer and JATT as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represent the accounts of Legacy Zura. The shares and net loss per share attributable to ordinary shareholders of Legacy Zura prior to the Closing Date have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Prior to the Business Combination, JATT’s public shares, public warrants, and public units were listed on the New York Stock Exchange (“NYSE”) under the symbols “JATT,” “JATT.WS,” and “JATT.U,” respectively. On March 20, 2023, the Company’s Class A ordinary shares (“Class A Ordinary Shares”) and public warrants began trading on the Nasdaq under the symbols “ZURA” and “ZURAW,” respectively. See Note 3, Recapitalization, for additional details. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. The Company expects to no longer be an emerging growth company effective December 31, 2026. Change in Fiscal Year End On November 18, 2022, the Board of Directors approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s 2022 fiscal year began at the Company’s inception on January 18, 2022, and ended on December 31, 2022. The change in fiscal year end also applies retrospectively to all previously issued financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. Liquidity The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $103.5 and $32.1 million as of December 31, 2023 and 2022, respectively, and a net loss of $60.4 million and $25.7 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively. The Company’s existing sources of liquidity as of December 31, 2023 includes $99.8 million in cash and cash equivalents. Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred shares and a promissory note. Upon the closing of the Business Combination, the Company received $56.7 million in net cash proceeds. Additionally, the Company received $75.8 million in net cash proceeds in connection with the April 2023 Private Placement. The Company’s cash requirements include, but are not limited to, clinical development, product manufacturing costs and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue but has sufficient liquidity to fund its operations over the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. 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. | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements (the “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 consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. Significant Accounting Policies Use of Estimates The preparation of 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 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 consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of the private placement warrants, and the fair value of the note payable. Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Deferred Offering Costs The Company capitalizes offering costs consisting of direct, incremental legal, accounting and other fees. The deferred offering costs are offset against the proceeds from the transaction. Should the transaction be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. The Company had $-0- and $3.5 million of deferred offering costs on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Research and Development Research and development (“R&D”) expenses consist of all direct and indirect operating expenses supporting the processes and manufacturing in development, including consulting fees for clinical and manufacturing advisory services, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes stock-based compensation, for research and development employees, licensing fees, and data and study acquisition costs. Expenses are recognized as an expense as the related goods are delivered or the services are performed. R&D expenses include the cost of in-process research and development (“IPR&D”) assets purchased in an asset acquisition transaction. IPR&D assets are expensed unless the assets acquired are deemed to have an alternative future use, provided that the acquired asset did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Acquired IPR&D payments are immediately expensed in the period in which they are incurred and include upfront payments, as well as transaction fees and subsequent pre-commercial milestone payments. Research and development costs incurred after the acquisition are expensed as incurred. R&D expenses also include the remeasurement of the research and development license consideration liability. Share-Based Compensation The Company accounts for all share-based payments to employees and non-employees, including grants of share options, share options with non-market performance conditions (“PSOs”), share options with market-based performance conditions, restricted share units, and restricted share awards based on their respective grant date fair values. Share options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Class A Ordinary Shares on the date of grant. The Company estimates the fair value of share option grants using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses share-based compensation related to share options with only service conditions over the requisite service period on a straight-line basis. The Company will record share-based compensation expense for the PSOs when the Company’s management deems it probable that the performance conditions will be satisfied. The Company estimates the fair value of share option grants with market-based performance conditions using a Monte-Carlo simulation model. For share option grants with market-based performance conditions, the Company recognizes share-based compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The share-based compensation costs are recorded in research and development and general and administrative expenses in the consolidated statements of operations. Forfeitures are recorded as they occur. Income Taxes Income taxes are recorded in accordance with ASC Accounting Standards Codification (“ASC”) 740, Income Taxes Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. As a result of the recapitalization, the settlement provisions of the public warrants no longer preclude equity classification and the public warrants were reclassified to equity following the Business Combination. As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments. Classification of the public and pre-funded warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the consolidated statements of operations. The Company measured the public warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination. The Company measured the pre-funded warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement. See Note 8 for additional information. Noncontrolling Interest During April 2023, the Company’s consolidated subsidiary, ZB17, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest (see Note 6 for additional information). A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes noncontrolling interest as a component of total shareholders’ equity (deficit) on the Company’s consolidated balance sheets. The option to acquire ZB17 ownership interests do not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option. Redeemable Noncontrolling Interest In 2022, the Company’s consolidated subsidiary, Z33, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a noncontrolling interest (see Note 13 for additional information). The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features. The redeemable noncontrolling interests are classified outside of permanent equity on the Company’s consolidated balance sheets. The redeemable noncontrolling interest is measured at the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price. 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, including Pre-Funded Warrants, 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 periods presented. Since the Company had a net loss in the periods presented, basic and diluted net loss per share are the same. The table following provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, December 31, 2023 2022 Convertible Preferred Shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 383,371 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 — Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,543,018 — Restricted Share Awards 499,993 Total 22,644,072 13,893,786 Recently Adopted Accounting Pronouncements In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement Fair Value Measurement Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Recapitalization | |
Recapitalization | 3. Recapitalization As discussed in Note 1, Organization and Description of Business, on the Closing Date, JATT completed the acquisition of Legacy Zura and acquired 100% of Legacy Zura’s shares and Legacy Zura received proceeds of $56.7 million which includes proceeds from issuance of Class A Ordinary Shares upon the consummation of the Business Combination, including the Redemption Backstop shares (as defined below), proceeds from the PIPE investment (as defined below), and proceeds from the Forward Purchase Agreement (as defined below). The Company recorded $4.0 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Business Combination. These costs were included in additional paid-in capital on the Company’s consolidated balance sheets. On the Closing Date, each holder of Legacy Zura’s ordinary shares received approximately 108.083 shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share. See Note 7 for additional details of the Company’s shareholders’ equity (deficit) prior to and subsequent to the Business Combination. All equity awards of Legacy Zura were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares. As a result, each outstanding share option was converted into an option exercisable for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083 and each outstanding restricted share unit was converted into restricted units of the Company that, upon vesting, will be settled for the Company’s Class A Ordinary Shares based on an exchange ratio of approximately 108.083. Each public and private placement warrant of JATT that was unexercised at the time of the Business Combination was assumed by the Company and represents the right to purchase one Class A Ordinary Share upon exercise of such warrant. Refer to Note 2 and Note 8 for further details. The Business Combination was accounted for as a reverse recapitalization with Legacy Zura as the accounting acquirer and JATT as the acquired company for accounting purposes. Legacy Zura was determined to be the accounting acquirer since Legacy Zura’s shareholders as a group prior to the Business Combination held the majority voting interest in the combined entity, Legacy Zura’s shareholders appointed 4 out of the 7 directors of the combined Board of Directors, Legacy Zura’s management holds certain key positions in the management of the combined entity, and Legacy Zura is the largest of the combining entities based on historical operating activity and comprises all of the ongoing operations. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Zura. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Zura. The Company’s convertible preferred shares and Class A Ordinary Shares prior to the closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 108.083 established in the Business Combination Agreement. The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was: Shares % JATT Public shareholders 182,498 0.7 % Zura shares issued – 2022 Lilly license 550,000 2.0 % Redemption Backstop 1,301,633 4.8 % Redemption Backstop Consideration 2,500,000 9.2 % JATT Founders 3,450,000 12.8 % PIPE Investment 2,009,950 7.4 % Forward Purchase Agreement 3,000,000 11.1 % Legacy Zura equity holders 14,058,074 52.0 % Total shares outstanding 27,052,155 100.0 % PIPE Investment Concurrently with the execution of the Business Combination Agreement, JATT entered into subscription agreements with certain “accredited investors” (as defined by Rule 501 of Regulation D) (the “PIPE Investors”) on June 16, 2022, as amended on November 25, 2022, (the “Ewon PIPE Subscription Agreement”) and March 13, 2023 (the “Eugene PIPE Subscription Agreement”), pursuant to which the PIPE Investors collectively subscribed for and agreed to purchase an aggregate of 2,009,950 JATT Class A Ordinary Shares at a purchase price of $10.00 per share for $20,099,500. Forward Purchase Agreement and Redemption Backstop On January 27, 2022, JATT entered into an Amended Forward Purchase Agreement (the “Forward Purchase Agreement”) with two institutional investors (the “FPA Investors”) providing that at the Closing of the Business Combination: (i) the purchasers will purchase an aggregate of 3,000,000 Class A Ordinary Shares at $10 per share for $30,000,000; and (ii) the purchase of, in a binding redemption backstop (the “Redemption Backstop”), up to an additional $15 million of Class A Ordinary Shares in the event that public Class A Ordinary Share redemptions are greater than 90% in connection with the Business Combination (the “Excess Redemptions”). On the Closing Date, FPA Investors purchased 1,301,633 JATT Class A Ordinary Shares at $10 per share for $13,016,330. In addition, the FPA Investors were issued an additional 2,500,000 Class A Ordinary Shares (“Redemption Backstop Consideration”) for no additional consideration. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 4. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1: Level 2: Level 3: Financial instruments consist of cash and cash equivalents, prepaid and other current assets, accounts payable and accrued expenses, note payable, private placement warrants, and research and development license consideration. The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments. The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, and the fair value hierarchy of the valuation techniques utilized: 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 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Note payable $ — $ — $ 7,756 $ 7,756 Research and development license consideration $ — $ — $ 2,634 $ 2,634 Total $ — $ — $ 10,390 $ 10,390 There were no transfers into or out of Level 1, Level 2, or Level 3 during the year ended December 31, 2023 and the period ended December 31, 2022. Note payable The Company elected the fair value option to account for its Note payable to Hydra, LLC (see Note 10). The fair value of the Note payable at issuance was measured as the cash proceeds from the Note. The fair value of the Note payable subsequent to issuance was estimated using the probability-weighted expected return method (“PWERM”), whereby the total settlement obligation under the Note was determined based on the amounts payable to Hydra under various scenarios. The PWERM’s output is determined based on inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The PWERM contemplated three scenarios: i) the Company consummates the Business Combination without triggering an event of default, ii) the Company triggers an event of default, and consummates the Business Combination, and iii) the Company does not consummate the Business Combination. The settlement value of each scenario was determined using a discounted cash flow model. Significant estimates in the cash flow model include the discount rate and time to repayment. As of December 31, 2022, the weighted average discount rate was 9.0%, and the weighted average time to repayment was 0.6 years, each weighted by the probability of the scenario. Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $10.0 million. The following table provides a summary of changes in the estimated fair value of the Note: December 31, 2023 Balance at December 31, 2022 $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination 2,244 Settlement of the Note (10,000) Balance at December 31, 2023 $ — The Company recorded a loss on remeasurement of the Note of $2.2 million and $0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within change in fair value of note payable in the consolidated statements of operations. Research and development license consideration As consideration for the 2022 Lilly License (see Note 6), Lilly agreed to receive either 550,000 Zura Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. As of December 31, 2022, the arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability). The fair value of the research and development license consideration liability was estimated using the PWERM, whereby the total settlement obligation was determined based upon the fair value of the JATT Class A Ordinary Shares, the Z33 Series Seed Preferred Shares, and the probability of the consummation of the Business Combination. As certain of the inputs to the PWERM are not observable in the market, the research and development license consideration liability represented a Level 3 measurement within the fair value hierarchy. As of December 31, 2022, the fair value of JATT Class A Ordinary Shares was determined to be $7.66 per share, a discount to the trading price due to the shares being subject to a lock-up provision. As of December 31, 2022, the fair value of Z33 Series Seed Preferred Shares was determined to be $0.15 per share. Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura. The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $4.5 million, or $8.16 per share. The following table provides a summary of changes in the estimated fair value of the liability: December 31, 2023 Balance at December 31, 2022 $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination 1,854 Settlement of the liability (4,488) Balance at December 31, 2023 $ — The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million and $0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within research and development in the consolidated statements of operations. Private Placement Warrants As of December 31, 2023, the Company has private placement warrants assumed in connection with the Business Combination (see Note 8). Such warrants are measured at fair value on a recurring basis. Because the transfer of private placement warrants to non-permitted transferees would result in the private placement warrants having substantially the same terms as the public warrants, the Company determined that the fair value of each private placement warrant is consistent with that of a public warrant. Accordingly, the inputs used to value the private placement warrants are classified as Level 2. The following table provides a summary of changes in the estimated fair value of the private placement warrants: Balance at December 31, 2022 $ — Assumption of private placement warrants 1,714 Change in fair value (724) Balance at December 31, 2023 $ 990 The Company recorded a gain from the change in fair value of the private placement warrants of $0.7 million for the year ended December 31, 2023 within change in fair value of private placement warrants in the consolidated statement of operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are composed of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 1 Accrued 2023 Lilly License costs $ 10,000 $ — Accrued research and development costs 6,091 490 Accounts payable 2,749 2,010 Accrued bonus 1,201 141 Accrued consulting fees 150 451 Other accrued expenses 111 681 Accrued offering costs — 655 Total accounts payable and accrued expenses $ 20,302 $ 4,428 (1) |
License Agreements
License Agreements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 6. License Agreements Pfizer On March 22, 2022, the Company entered into a license agreement and a Series A-1 Subscription and Shareholder’s Agreement (collectively, the “Pfizer Agreement”) with Pfizer. Under the Pfizer Agreement, the Company acquired a license for a compound initially developed by Pfizer, in exchange for $5.0 million in cash and 2,702,083 shares (as adjusted by the exchange ratio established in the Business Combination Agreement) of the Company’s Series A-1 convertible preferred shares, representing a 20% interest in the Company. In accordance with ASC 805, the Pfizer Agreement is accounted for as an asset acquisition as substantially all of the $7.5 million value transferred to the Company was allocated to in-process research and development. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. In addition to the consideration transferred on March 22, 2022, the Company is obligated to make 12 development and regulatory milestone payments aggregating up to $70.0 million and sales milestone payments up to an aggregate of $525.0 million based on respective thresholds of net sales of products (developed from the licensed compound) (the “Products”). In further consideration for the license, the Company will also pay an annual earned royalty at a marginal royalty rate in the mid-single digits to low double digits (less than 20%), based on thresholds of nets sales of Products. Royalties are payable on a country-by-country basis for a certain period of years or upon the later expiration of regulatory exclusivity of the Company’s Products in a country. The Company is also subject to a potential multi-million dollar transaction payment if, within a certain period the Company has (a) certain changes in control, excluding an initial public offering or any business combination where the securities of the Company are listed on a stock exchange (e.g., a transaction with a special purpose acquisition company), or (b) the Company sublicenses or divests of its rights to the Products. The Pfizer Agreement also has an anti-dilution provision to allow Pfizer to maintain an 18% interest in the Company, as detailed in Note 7. Immediately prior to the Closing Date of the Business Combination, additional share options and restricted share units were issued to certain employees, executives, and directors that would result in the dilution of Pfizer’s ownership in the Company. In accordance with the anti-dilution provision of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. In accordance with ASC 718, the Company recognized expense related to these Class A Ordinary Shares based on their grant date fair value. Following the Business Combination, the anti-dilution provision is no longer in effect. 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 consolidated balance sheet as of December 31, 2023. The Company does not owe any other amounts under the Pfizer Agreement. Lonza In July 2022, the Company entered into a license agreement (the “Lonza License”) with Lonza Sales AG (“Lonza”) for a worldwide non-exclusive license for Lonza’s gene expression system in exchange for varying considerations depending on a number of factors such as whether the Company enters further into manufacturing agreements with Lonza or with a third party, and whether the Company enters into sublicense agreements with third parties (including up to middle six-figure annual payments per sublicense upon commencement of a sublicense, as well as royalties of up to low-single digit percentages of net sales of certain products over a commercially standard double-digit multi-year term). The Lonza License will remain in effect until terminated. The Company is free to terminate the Lonza License at any time upon 60 days’ notice, with or without cause. Lonza may terminate the Lonza License for cause upon a breach by the Company or for other commercially standard reasons. 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 payable which is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023. 2022 Lilly License On December 8, 2022, the Company’s consolidated subsidiary, Z33, entered into a license agreement (the “2022 Lilly License”) with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing global license to develop, manufacture, and commercialize certain intellectual property owned by Lilly relating to its IL-33 compound. As consideration, the Company paid Lilly an upfront fee of $7.0 million. As consideration for the 2022 Lilly License, Lilly agreed to receive either 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. The obligation to issue shares represents contingent consideration and is classified as a liability on the consolidated balance sheet (research and development license consideration liability) as of December 31, 2022. The liability is measured at fair value on the acquisition date and remeasured to fair value at each reporting date. Upon the Closing Date of the Business Combination, the Company issued Lilly 550,000 Class A Ordinary Shares at an aggregate fair value of $4.5 million. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. Accordingly, the Company expensed the entire cost of the 2022 Lilly License as a component of research and development in the consolidated statement of operations during the period ended December 31, 2022. As a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which is included in the measurement of the cost of the acquired asset. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement (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 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. 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. See Note 13 for further information. In addition to the consideration transferred on December 8, 2022, the Company is obligated to pay $3.0 million to Lilly upon the completion of a financing by the Company with gross proceeds exceeding $100 million. The Company is further obligated to make 10 commercial, development and regulatory milestone payments up to an aggregate of $155.0 million and sales milestone payments up to an aggregate of $440.0 million based on respective thresholds of net sales of products developed from the licensed compound. The Company will also pay an annual earned royalty to Lilly at a marginal royalty rate between in the mid-single to low-double digits (less than 20%), with increasing rates based on Net Sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year. The Company will account for these contingent payments when they become due. As of December 31, 2023, none of the contingent payments were due. 2023 Lilly License On April 26, 2023, the Company’s newly-formed subsidiary ZB17 entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License, the “Lilly Licenses”) with Lilly, for an exclusive license to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront payment consisting of $5.8 million as well as 1,000,000 Class A Ordinary Shares issued at a fair value of $7.84 per Class A Ordinary Share. In addition, ZB17 will make a payment of $5.0 million upon the receipt of certain know-how, data, information and materials that Lilly is required to provide under the license agreement. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. Accordingly, the Company expensed the entire cost of the 2023 Lilly License as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted to Stone Peach the right, but not the obligation, to purchase 4.99% of the fully diluted equity of ZB17 for $1.0 million (the “Stone Peach Call Right”). The Stone Peach Call Right is not exercisable until after the last patient is dosed in any single next clinical trial with ZB-106 and expires one year from the date of first indication approval for ZB-106 by the FDA or the European Medicines Agency (“EMA”). The Company recognized the Stone Peach Call Right at a grant-date fair value of $1.5 million as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. The Stone Peach Call Right represents noncontrolling interest in the Company’s subsidiary, ZB17. As of December 31, 2023 and 2022, the noncontrolling interest balance was $1.5 million and $-0-, respectively. As additional consideration, Stone Peach will receive annual payments first of $0.6 million, and increasing by 10% annually, so long as the Company maintains its license for ZB-106 and beginning on May 1, 2023. The Company will account for these annual payments when they become due. The Company recognized the first $0.6 million annual payment as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023. As a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either: (i) a change of control transaction, (ii) the closing of an issuance of equity or equity-linked securities by the Company of at least $100.0 million, (iii) the consummation of a sale of assets resulting in net proceeds in excess of $100.0 million, or (iv) the Company’s fully diluted shares outstanding exceed 52,500,000 shares (on a split adjusted basis) as measured on April 24 th In addition to the consideration transferred during the year ended 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 of products developed from ZB-106. The Company is also obligated to pay Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years. The Company is also obligated to pay BAFFX17 a fee equal to 3% of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License and the 2023 Lilly License with Lilly. Upon receiving written approval from the FDA, EMA, or similar regulatory authority of the Investigational New Drug (“IND”) and the commencement of a clinical trial in the applicable jurisdiction for ZB-106, Stone Peach will also receive a one-time payment of $4.5 million. Stone Peach will also receive a one-time milestone payment of $25 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction. Furthermore, Stone Peach was granted a royalty of 2% of the aggregate net sales of any products developed from the Compound. The Company will account for these contingent payments when they become due. As of December 31, 2023, 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”). The Cell Line License Agreement provides the Company with a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics’s know-how, cell line, and biological materials (the “WuXi Biologics Licensed Technology”) to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”). In consideration for the license, the Company agreed to pay WuXi Biologics a non-refundable license fee of $150,000 which is recognized as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023 and is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023. Additionally, if the Company manufactures all of its commercial supplies of bulk drug product 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. |
Convertible Preferred Shares an
Convertible Preferred Shares and Shareholders' Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Shareholders' Equity | ||
Convertible Preferred Shares and Shareholders' Equity (Deficit) | 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 | 7. Convertible Preferred Shares and Shareholders’ Equity (Deficit) Business Combination Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement. On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Ordinary Share of Legacy Zura, par value $0.001 per share, Series A-1 convertible preferred share, outstanding option (whether vested or unvested), and restricted share unit (whether vested or unvested) were canceled and converted into a comparable number of awards that consisted of either the rights to receive or acquire the Company’s Class A Ordinary Shares, par value $0.0001 per share, as determined by the exchange ratio pursuant to the Business Combination Agreement. The exchange ratio is approximately 108.083. On March 16, 2023, in connection with the closing of the Business Combination and effective upon the Closing Date, the Company authorized 300,000,000 Class A Ordinary Shares, par value of $0.0001 and 1,000,000 preferred shares, par value of $0.0001. April 2023 Private Placement On April 26, 2023, the Company entered into its second PIPE subscription agreement (the “April 2023 Private Placement”) with certain accredited investors (the “Subscribers”), whereby the Company issued 15,041,530 Class A Ordinary Shares, par value $0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,782,000 Class A Ordinary Shares. Each Class A Ordinary Share was sold at a price of $4.25 per Class A Ordinary Share and each Pre-Funded Warrant was sold at a price of $4.249 per Pre-Funded Warrant for an aggregate purchase price of $80.0 million. See Note 8 for further information on the Pre-Funded Warrants. Series A-1 Convertible Preferred Shares Rights and Preferences Conversion Each Series A-1 convertible preferred share is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number shares of the Company’s Ordinary Shares, subject to adjustment. Each Series A-1 convertible preferred share will automatically be converted into a share of the Company’s Ordinary Shares, subject to adjustment, immediately upon the occurrence of an initial public offering with a gross aggregate subscription with respect to new Ordinary Shares of greater than $50.0 million. The Ordinary Shares resulting from this conversion will rank pari passu with the existing Ordinary Shares at the time of conversion. Anti-Dilution If the Company issues equity securities, other than pursuant to a share option plan, the Company shall issue such number of Series A-1 convertible preferred shares to Pfizer as necessary to maintain Pfizer’s ownership interest of 18%, until the Company raises in excess of $30.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution. Upon the closing of the Business Combination, the anti-dilution provision was no longer in effect. Dividends The holders of shares of Series A-1 convertible preferred shares are entitled to receive dividends, of profits available for distribution as determined by the Company’s board of directors with the consent of the majority of the shareholders, payable on a pro rata, pari passu basis. No dividends have been declared by the Company’s board of directors. Liquidation In the event of any voluntary or involuntary liquidation or return of capital (other than a conversion, redemption or purchase of shares) of the Company, the holders of the Series A-1 convertible preferred shares are entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount $131 per share. Voting Rights The holders of the Series A-1 convertible preferred shares are entitled to one vote per share, unless the Series A-1 shares are convertible into a greater number of Ordinary Shares or the holders of Series A-1 convertible preferred shares are entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares are entitled to the number of votes that the holder would be entitled upon conversion to Ordinary Shares or after the issuance of the anti-dilution shares, respectively. Redemption Rights The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder. As of December 31, 2023, no convertible preferred shares were issued Prior to the Business Combination, Legacy Zura was authorized to issue Ordinary Shares and Series A-1 convertible preferred shares. The outstanding Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated balance sheet and on the consolidated statement of changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit) for the period from January 18, 2022 (date of inception) to December 31, 2022. Ordinary Shares Reserved for Issuance A summary of shares reserved for issuance as of December 31, 2023 is summarized below: December 31, 2023 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 Restricted Share Units 1,564,018 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 4,222,272 Shares available for grant under ESPP 4,029,898 Total shares reserved for issuance 34,199,249 |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 8. Warrants As the accounting acquirer, Zura Bio is deemed to have assumed 5,910,000 private placement warrants to purchase Class A Ordinary Shares that were held by JATT Ventures, L.P. (the “Sponsor”) at an exercise price of $11.50 and 6,899,996 public warrants to purchase Class A Ordinary Shares that were held by JATT’s public shareholders at an exercise price of $11.50. The public and private placement warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Public Warrants The public warrants became exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination and expire five years from the date of the Business Combination, or earlier upon redemption or liquidation. Each warrant entitles the holder to purchase one share of the Company’s Class A Ordinary Shares at a price of $11.50 per share, subject to certain adjustments. The Company may redeem, with 30 days’ written notice, each whole outstanding public warrant for cash at a price of $0.01 per warrant if the Reference Value (as defined below) equals or exceeds $18.00 per share, subject to certain adjustments. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date at $11.50 per share, subject to certain adjustments. If the Company calls the public warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A Ordinary Shares for any twenty Private Placement Warrants The private placement warrants were identical to the public warrants, except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the public warrants. Pre-Funded Warrants In connection with the April 2023 Private Placement, the Company sold to accredited investors Pre-Funded Warrants to purchase up to 3,782,000 Class A Ordinary Shares at a price of $4.249 per Pre-Funded Warrant for an aggregate purchase price of approximately $16.1 million. Each Pre-Funded Warrant has an exercise price of $0.001 per Class A Ordinary Share and is exercisable for one Class A Ordinary Share at any time or times on or after April 26, 2023 until exercised in full. The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023: 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 As of December 31, 2023 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 9. Share-Based Compensation On June 8, 2022, Legacy Zura’s board of directors approved two stock option plans, the UK Plan (the “UK Plan”) and the US Plan (the “US Plan”) (collectively, the “Option Plans”) which permit the granting of nonqualified share options to certain employees and directors. There were 1,501,165 Ordinary Shares available for issuance under the Option Plans, of which 383,371 Ordinary Shares were authorized for issuance under the US Plan. On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options; stock appreciation rights (“SARS”), alone or in conjunction with other awards; restricted share 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 December 31, 2023, a maximum of 9,594,213 Class A Ordinary Shares may be issued under the Equity Incentive Plan. The Class A Ordinary Shares issuable under the Equity Incentive Plan are subject to an annual increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2029, equal to the lesser of (i) 5.0% of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the board. On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898, plus an aggregate number of Class A Ordinary Shares that are added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029, as discussed above. The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15%. As of December 31, 2023, no shares have been issued under the ESPP. Upon closing of the Business Combination, all equity awards of Legacy Zura that were issued and outstanding under the Option Plans were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares under the Equity Incentive Plan. As a result, each of Legacy Zura’s equity awards were converted into an option to purchase Class A Ordinary Shares of the Company based on an exchange ratio of approximately 108.083. Equity Incentive Plan Share Options The fair value of Equity Incentive Plan share options is estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks significant company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s share options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following weighted-average assumptions were used to estimate the fair value of the Equity Incentive Plan share options issued during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022: For the Period from January 18, 2022 (date of For the Year Ended inception) to December, 2023 December 31, 2022 Share price $ 6.25 $ 0.77 Expected volatility 97.1 % 95.1 % Risk-free rate 3.6 % 3.0 % Expected life 6.1 years 5.9 years Expected dividend yield — % — % The following table summarizes the Company’s share option activity for the year ended December 31, 2023: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 2022 3,547 $ 90.50 9.4 $ 1,804 Recapitalization 379,824 (89.66) — — Options outstanding at December 31, 2022 383,371 0.84 9.4 1,804 Granted 6,004,144 2.11 — — Forfeited (596,450) 1.24 — — Options outstanding at December 31, 2023 5,791,065 $ 2.12 9.3 $ 17,752 Options vested and exercisable at December 31, 2023 1,470,572 $ 5.26 9.3 $ 949 Included in the table above are 45,611 PSOs that vested upon the Company raising external capital of $75 million or more. The milestone was considered outside of the Company’s control, and accordingly, the vesting of the PSOs were not considered probable until the financing event occurs. During the year ended December 31, 2023, the 45,611 PSOs became vested and an immaterial amount of share-based compensation expense was recognized in relation to these PSOs. Included in the table above are 2,483,135 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 year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was $5.79 and $1.35, 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 The following table sets forth the weighted-average assumptions used at the grant date to determine the fair value of the Company’s Market-Based Share Options granted during the year ended December 31, 2023. No Market-Based Share Options were granted during the period from January 18, 2022 (date of inception) to December 31, 2022: For the Year Ended December 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 year ended December 31, 2023 was approximately $0.5 million. Restricted Share Units The Company issued RSUs to certain employees, executives, and directors pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the shares on the grant date. Weighted Average Number of Grant Date RSUs Fair Value Unvested RSUs at December 31, 2022 — $ — Granted 2,234,011 6.50 Forfeited (170,000) 6.84 Converted to RSAs (499,993) 8.16 Vested and unissued (1,000) 6.60 Unvested RSUs at December 31, 2023 1,563,018 $ 5.93 The expense recognized related to RSUs during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was approximately $1.6 million and $-0-, respectively. Restricted Share Awards The Company converted RSUs 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 RSUs Fair Value Unvested RSAs at December 31, 2022 — $ — Converted from RSUs 499,993 8.16 Unvested RSAs at December 31, 2023 499,993 $ 8.16 The expense recognized related to RSAs during the year ended December 31, 2023 and period ended December 31, 2022 was approximately $0.6 million and $-0-, respectively. Equity Award Modification On April 7, 2023, the Company and its President and Chief Operating Officer (the “COO”) entered into an agreement regarding the COO’s departure from the Company (the “Severance Agreement”). In connection with Severance Agreement, 59,594 of the share options previously granted to the COO became fully vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period. The Company recognized approximately $0.6 million of incremental share-based compensation during the year ended December 31, 2023 related to this share option modification. Other Share-based Compensation In accordance with the anti-dilution provisions of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. During the year ended December 31, 2023, the Company recognized expense in the amount of $2.2 million within research and development in the consolidated statement of operations, related to these Class A Ordinary Shares based on their grant-date fair value. Share-based Compensation Expense Share-based compensation expense for all equity arrangements for the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was as follows: For the Period from For the Year January 18, 2022 Ended (date of inception) to December 31, December 31, 2023 2022 Research and development $ 2,978 $ — General and administrative 6,677 334 Total share-based compensation expense $ 9,655 $ 334 As of December 31, 2023, there was approximately $19.5 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans that is expected to be recognized over a weighted average period of 3.0 years. As of December 31, 2023, there was approximately $7.9 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 3.4 years. As of December 31, 2023, there was approximately $3.2 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 3.2 years. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable | |
Note Payable | 10. Note Payable On December 8, 2022, the Company received $7.6 million in net proceeds from the issuance of a promissory note (the “Note”) issued to Hydra, LLC (“Hydra”) with a face amount of $8.0 million. The Note accrues interest at 9% per annum. The maturity date of the Note is the earlier of (i) twelve months from the date of the Note or (ii) five The Company elected to account for the Note at fair value (see Note 4). The Company recorded any changes in the fair value of the Note during the period through other expenses in the consolidated statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 11. Income Taxes The components of loss before income taxes were as follows: For the Period from For the Year January 18, 2022 Ended (date of inception) to December 31, December 31, 2023 2022 U.S. operations $ (36,842) $ (15,253) Non-U.S. operations (23,721) (12,080) Total loss before income taxes $ (60,563) $ (27,333) Provision for income taxes There is no provision for income taxes because the Company has incurred losses since its inception and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the period differs from the amount that would result from applying the statutory tax rate to net loss before taxes primarily because of the change in valuation allowance. Effective January 1, 2022, the Tax Cuts and Jobs Act of 2017 requires the Company to capitalize, and subsequently amortize R&D expense over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. Since the Company continues to be in a loss position, there is no impact to taxes payable. The State of California does not conform to the federal capitalization requirements, allowing the Company to currently deduct the capitalized R&D costs in California. Deferred tax assets and valuation allowance Deferred tax assets reflect the tax effects of the Company’s loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2023, the Company had $24.9 million of foreign net operating loss carryforwards of which $24.2 million was generated in the United Kingdom and $0.7 million was generated in the Cayman Islands. The NOLs generated in the United Kingdom can be carried forward indefinitely. The NOLs generated in the Cayman Islands have no value as The Cayman Islands do not impose an income tax on corporations. As of December 31, 2022, the Company had $6.3 million of foreign net operating loss carryforwards in the United Kingdom. As of December 31, 2023, the Company had federal net operating loss carryforwards of $4.2 million. The federal losses can be carried forward indefinitely. As of December 31, 2022, the Company had federal net operating loss carryforwards of $0.1 million. Under the Tax Cut and Jobs Act, NOL carryforwards arising in tax years beginning after December 31, 2021, are limited to 80% of taxable income. The net operating loss carryforwards are subject to review and possible adjustment by the U.S. and state tax authorities. NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders, as defined under Section 382 Internal Revenue Code. This could limit the amount of net operating losses that the Company can utilize annually to offset future taxable income or tax liabilities. As of December 31, 2023, the Company has not performed such an analysis evaluating the potential limitation of the Company’s net operating loss carryforwards due to the “change in ownership” provisions as defined under Sections 382 and 383 of the Internal Revenue Code. Subsequent ownership changes and proposed future changes to tax rules in respect of the utilization of losses carried forward may further affect the limitation in future years. A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: December 31, 2023 2022 Income tax at federal statutory rate 21.0 % 21.0 % State income tax expense, net of federal tax effect (1.7) % 3.9 % Impact of non-U.S. earnings (0.3) % (1.2) % Change in valuation allowance (18.9) % (23.5) % Non-deductible share-based compensation (0.6) % — % Permanent differences (0.6) % (0.2) % Change in deferred tax rate 1.1 % — % — % — % The difference between the statutory federal income tax rate and the Company’s effective tax rate in 2023 and 2022 is primarily attributable to the change in valuation allowance. The significant components of the Company’s net deferred tax assets were as follows: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 6,947 $ 1,309 Intangible assets acquired 9,496 5,020 Capitalized research and development 619 51 Share-based compensation 831 — Accrued expenses and other — 39 Total deferred income tax assets 17,893 6,419 Valuation allowance (17,893) (6,419) Total deferred income tax assets, net $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2023 and 2022. Management has considered the Company’s history of cumulative net losses and has concluded as of December 31, 2023 and 2022, that it was more likely than not that the Company will not realize all of the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2023 and 2022. The valuation allowance increased by $11.5 million for the year ended December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 12. 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 | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 13. 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”). Stone Peach may exercise its Put Option at any time between the first anniversary and the second anniversary of the transaction. As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest. In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50% of the Z33 Series Seed Preferred Shares previously issued to Stone Peach. The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $10.9 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed dividend to the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders 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 December 31, 2023, the redeemable noncontrolling interest was accreted to its redemption value and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2023 in the consolidated statement of operations. As of December 31, 2023 and 2022, the redeemable noncontrolling interest balance was $18.7 million and $10.0 million, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 14. Subsequent Events The Company has evaluated subsequent events through March 27, 2024, the date the consolidated financial statements were available to be issued. Except for the matters described below, the Company has concluded that no other events or transactions have occurred that require disclosure in the consolidated financial statements. In January 2024, the Company entered into an employment agreement with Robert Lisicki, President and Chief Operating Officer. In conjunction with the employment agreement, the Company awarded 1,000,000 options to purchase Class A Ordinary Shares at an exercise price of $3.98 per option. The vesting of 400,000 of these options is conditional upon certain events subject to approval by the Board of Directors. On March 24, 2024, the Board of Directors approved a CEO transition from Someit Sidhu, Chief Executive Officer and Director, to Robert Lisicki, effective April 8, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies(Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. 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. | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements (the “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 consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. |
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. | Use of Estimates The preparation of 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 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 consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of the private placement warrants, and the fair value of the note payable. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration 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. | Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. | |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes offering costs consisting of direct, incremental legal, accounting and other fees. The deferred offering costs are offset against the proceeds from the transaction. Should the transaction be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. The Company had $-0- and $3.5 million of deferred offering costs on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. | |
Research and Development | Research and Development Research and development (“R&D”) expenses consist of all direct and indirect operating expenses supporting the processes and manufacturing in development, including consulting fees for clinical and manufacturing advisory services, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes stock-based compensation, for research and development employees, licensing fees, and data and study acquisition costs. Expenses are recognized as an expense as the related goods are delivered or the services are performed. R&D expenses include the cost of in-process research and development (“IPR&D”) assets purchased in an asset acquisition transaction. IPR&D assets are expensed unless the assets acquired are deemed to have an alternative future use, provided that the acquired asset did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Acquired IPR&D payments are immediately expensed in the period in which they are incurred and include upfront payments, as well as transaction fees and subsequent pre-commercial milestone payments. Research and development costs incurred after the acquisition are expensed as incurred. R&D expenses also include the remeasurement of the research and development license consideration liability. | |
Share-Based Compensation | Share-Based Compensation The Company accounts for all share-based payments to employees and non-employees, including grants of share options, share options with non-market performance conditions (“PSOs”), share options with market-based performance conditions, restricted share units, and restricted share awards based on their respective grant date fair values. Share options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Class A Ordinary Shares on the date of grant. The Company estimates the fair value of share option grants using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses share-based compensation related to share options with only service conditions over the requisite service period on a straight-line basis. The Company will record share-based compensation expense for the PSOs when the Company’s management deems it probable that the performance conditions will be satisfied. The Company estimates the fair value of share option grants with market-based performance conditions using a Monte-Carlo simulation model. For share option grants with market-based performance conditions, the Company recognizes share-based compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The share-based compensation costs are recorded in research and development and general and administrative expenses in the consolidated statements of operations. Forfeitures are recorded as they occur. | |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Accounting Standards Codification (“ASC”) 740, Income Taxes | |
Warrants | Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. As a result of the recapitalization, the settlement provisions of the public warrants no longer preclude equity classification and the public warrants were reclassified to equity following the Business Combination. As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments. Classification of the public and pre-funded warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the consolidated statements of operations. The Company measured the public warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination. The Company measured the pre-funded warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement. See Note 8 for additional information. | |
Noncontrolling Interest | Noncontrolling Interest During April 2023, the Company’s consolidated subsidiary, ZB17, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest (see Note 6 for additional information). A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes noncontrolling interest as a component of total shareholders’ equity (deficit) on the Company’s consolidated balance sheets. The option to acquire ZB17 ownership interests do not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option. | |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest In 2022, the Company’s consolidated subsidiary, Z33, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a noncontrolling interest (see Note 13 for additional information). The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features. The redeemable noncontrolling interests are classified outside of permanent equity on the Company’s consolidated balance sheets. The redeemable noncontrolling interest is measured at the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price. | |
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 | 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, including Pre-Funded Warrants, 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 periods presented. Since the Company had a net loss in the periods presented, basic and diluted net loss per share are the same. The table following provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, December 31, 2023 2022 Convertible Preferred Shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 383,371 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 — Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,543,018 — Restricted Share Awards 499,993 Total 22,644,072 13,893,786 |
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. | Recently Adopted Accounting Pronouncements In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement Fair Value Measurement |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Schedule of potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | 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 | December 31, December 31, 2023 2022 Convertible Preferred Shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 383,371 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 — Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,543,018 — Restricted Share Awards 499,993 Total 22,644,072 13,893,786 |
Recapitalization (Tables)
Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Recapitalization | |
Schedule of Class A ordinary shares issued and outstanding immediately following the business combination | The number of Class A Ordinary Shares issued and outstanding immediately following the Business Combination on March 20, 2023 was: Shares % JATT Public shareholders 182,498 0.7 % Zura shares issued – 2022 Lilly license 550,000 2.0 % Redemption Backstop 1,301,633 4.8 % Redemption Backstop Consideration 2,500,000 9.2 % JATT Founders 3,450,000 12.8 % PIPE Investment 2,009,950 7.4 % Forward Purchase Agreement 3,000,000 11.1 % Legacy Zura equity holders 14,058,074 52.0 % Total shares outstanding 27,052,155 100.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 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 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Note payable $ — $ — $ 7,756 $ 7,756 Research and development license consideration $ — $ — $ 2,634 $ 2,634 Total $ — $ — $ 10,390 $ 10,390 |
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 | December 31, 2023 Balance at December 31, 2022 $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination 2,244 Settlement of the Note (10,000) Balance at December 31, 2023 $ — December 31, 2023 Balance at December 31, 2022 $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination 1,854 Settlement of the liability (4,488) Balance at December 31, 2023 $ — Balance at December 31, 2022 $ — Assumption of private placement warrants 1,714 Change in fair value (724) Balance at December 31, 2023 $ 990 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | December 31, 2023 December 31, 2022 1 Accrued 2023 Lilly License costs $ 10,000 $ — Accrued research and development costs 6,091 490 Accounts payable 2,749 2,010 Accrued bonus 1,201 141 Accrued consulting fees 150 451 Other accrued expenses 111 681 Accrued offering costs — 655 Total accounts payable and accrued expenses $ 20,302 $ 4,428 |
Convertible Preferred Shares _2
Convertible Preferred Shares and Shareholders' Equity (Deficit) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | December 31, 2023 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 Restricted Share Units 1,564,018 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 4,222,272 Shares available for grant under ESPP 4,029,898 Total shares reserved for issuance 34,199,249 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023: 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 | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | Weighted Average Number of Grant Date RSUs Fair Value Unvested RSUs at December 31, 2022 — $ — Granted 2,234,011 6.50 Forfeited (170,000) 6.84 Converted to RSAs (499,993) 8.16 Vested and unissued (1,000) 6.60 Unvested RSUs at December 31, 2023 1,563,018 $ 5.93 |
Schedule of restricted share awards | Weighted Average Number of Grant Date RSUs Fair Value Unvested RSAs at December 31, 2022 — $ — Converted from RSUs 499,993 8.16 Unvested RSAs at December 31, 2023 499,993 $ 8.16 | |
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 | For the Period from For the Year January 18, 2022 Ended (date of inception) to December 31, December 31, 2023 2022 Research and development $ 2,978 $ — General and administrative 6,677 334 Total share-based compensation expense $ 9,655 $ 334 |
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 | For the Year Ended December 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 — % — % | For the Period from January 18, 2022 (date of For the Year Ended inception) to December, 2023 December 31, 2022 Share price $ 6.25 $ 0.77 Expected volatility 97.1 % 95.1 % Risk-free rate 3.6 % 3.0 % Expected life 6.1 years 5.9 years Expected dividend yield — % — % |
Schedule of company's share option activity | Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 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 | Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 2022 3,547 $ 90.50 9.4 $ 1,804 Recapitalization 379,824 (89.66) — — Options outstanding at December 31, 2022 383,371 0.84 9.4 1,804 Granted 6,004,144 2.11 — — Forfeited (596,450) 1.24 — — Options outstanding at December 31, 2023 5,791,065 $ 2.12 9.3 $ 17,752 Options vested and exercisable at December 31, 2023 1,470,572 $ 5.26 9.3 $ 949 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of components of loss before income taxes | For the Period from For the Year January 18, 2022 Ended (date of inception) to December 31, December 31, 2023 2022 U.S. operations $ (36,842) $ (15,253) Non-U.S. operations (23,721) (12,080) Total loss before income taxes $ (60,563) $ (27,333) |
Schedule of reconciliation of the expected income tax (benefit) using the federal statutory income tax rate to the Company's effective income tax rate | December 31, 2023 2022 Income tax at federal statutory rate 21.0 % 21.0 % State income tax expense, net of federal tax effect (1.7) % 3.9 % Impact of non-U.S. earnings (0.3) % (1.2) % Change in valuation allowance (18.9) % (23.5) % Non-deductible share-based compensation (0.6) % — % Permanent differences (0.6) % (0.2) % Change in deferred tax rate 1.1 % — % — % — % |
Schedule of significant components of net deferred tax asset | December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 6,947 $ 1,309 Intangible assets acquired 9,496 5,020 Capitalized research and development 619 51 Share-based compensation 831 — Accrued expenses and other — 39 Total deferred income tax assets 17,893 6,419 Valuation allowance (17,893) (6,419) Total deferred income tax assets, net $ — $ — |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization and Description of Business | ||||||
Accumulated deficit | $ 111,241 | $ 32,056 | $ 103,494 | $ 32,056 | ||
Net loss | $ 7,747 | $ 9,592 | $ 25,738 | 60,360 | $ 25,700 | |
Cash and cash equivalents | 99,800 | |||||
Proceeds from issuance of ordinary shares upon closing of business combination | $ 56,683 | 56,683 | ||||
Aggregate purchase price | $ 75,800 | $ 59,724 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Redeemable Noncontrolling Interest (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Z33 Series Seed Preferred Shares [Member] | |
Number of shares transferred | 4,900,222 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||||
Restricted share units | 23,714,652 | 15,251,922 | 22,644,072 | 13,893,786 |
Convertible Preferred Shares | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 13,510,415 | |||
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 | 12,809,996 | 383,371 |
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 | 5,791,065 | |
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 2,000,000 | 2,000,000 | ||
Restricted Share Units | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 1,421,473 | 499,993 | 1,543,018 | |
Restricted Share Awards | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 374,995 | 499,993 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 20, 2023 USD ($) director $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2024 $ / shares shares | Mar. 16, 2023 $ / shares shares | Dec. 31, 2022 $ / shares | |
Recapitalization | ||||||
Transaction costs related to business combination | $ 4,000 | $ 4,000 | ||||
Proceeds from issuance of ordinary shares upon closing of business combination | $ 56,683 | $ 56,683 | ||||
Exchange ratio for Class A ordinary shares pursuant to the business combination | shares | 108.083 | 108.083 | 108.083 | 108.083 | ||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Legacy Zura | ||||||
Recapitalization | ||||||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | |||||
Legacy Zura | JATT Acquisition Corp | ||||||
Recapitalization | ||||||
Percentage of ownership interest acquired | 100% | |||||
Transaction costs related to business combination | $ 56,700 | |||||
Proceeds from issuance of ordinary shares upon closing of business combination | $ 4,000 | |||||
Exchange ratio for Class A ordinary shares pursuant to the business combination | shares | 108.083 | |||||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | |||||
Number of directors appointed from the combined board | director | 4 | |||||
Total number of directors in the combined board of directors | director | 7 |
Recapitalization - Shares outst
Recapitalization - Shares outstanding (Details) | Mar. 20, 2023 shares |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 27,052,155 |
Percentage on outstanding shares | 100% |
JATT Public shareholders | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 182,498 |
Percentage on outstanding shares | 0.70% |
Zura shares issued - 2022 Lilly license | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 550,000 |
Percentage on outstanding shares | 2% |
Redemption Backstop | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 1,301,633 |
Percentage on outstanding shares | 4.80% |
Redemption Backstop Consideration | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 2,500,000 |
Percentage on outstanding shares | 9.20% |
JATT Founders | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 3,450,000 |
Percentage on outstanding shares | 12.80% |
PIPE Investment | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 2,009,950 |
Percentage on outstanding shares | 7.40% |
Forward Purchase Agreement | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 3,000,000 |
Percentage on outstanding shares | 11.10% |
Legacy Zura equity holders | |
Recapitalization | |
Class A ordinary shares issued and outstanding (in shares) | 14,058,074 |
Percentage on outstanding shares | 52% |
Recapitalization - PIPE Investm
Recapitalization - PIPE Investment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 13, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Recapitalization | |||
Ordinary shares price | $ 14,686,000 | $ 14,686,000 | |
PIPE Subscription Agreement | |||
Recapitalization | |||
Number of Class A shares issued | 2,009,950 | ||
Price per share | $ 10 | ||
Ordinary shares price | $ 20,099,500 |
Recapitalization - Forward Purc
Recapitalization - Forward Purchase Agreement and Redemption Backstop (Details) | Mar. 20, 2023 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares shares |
Forward Purchase Agreement | FPA Investors | ||
Recapitalization | ||
Issuance of shares (in shares) | 3,000,000 | |
Price per share | $ / shares | $ 10 | |
Issuance of shares | $ | $ 30,000,000 | |
Number of additional shares issued in consideration for the FPA Investors entering into the latest amendment | 2,500,000 | |
Monetary consideration of additional shares issued in consideration for the FPA Investors entering into the latest amendment | $ | $ 0 | |
Forward Purchase Agreement | FPA Investors | Class A | ||
Recapitalization | ||
Price per share | $ / shares | $ 10 | |
Maximum number of shares issued as public share redemptions were greater than 90% at the time of the business combination | 15,000,000 | |
Number of shares issued as public share redemptions were greater than 90% at the time of the business combination | 1,301,633 | |
Aggregate value of shares issued as public share redemptions were greater than 90% at the time of the business combination | $ | $ 13,016,330 | |
Amended Forward Purchase Agreements Member | ||
Recapitalization | ||
Minimum shareholders redemptions with business combination | 90 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | |||
Financial liabilities | $ 10,390 | ||
Transfers between level 1 and level 2 | $ 0 | $ 0 | 0 |
Transfers level 2 and level 3 | 0 | 0 | 0 |
Transfers into or out of level 3 | 0 | 0 | 0 |
Private placement warrants | |||
Fair Value Measurements | |||
Financial liabilities | 1,596 | 990 | |
Note payable | |||
Fair Value Measurements | |||
Financial liabilities | 7,756 | ||
Research and development license consideration | |||
Fair Value Measurements | |||
Financial liabilities | 2,634 | ||
Cash equivalents | |||
Fair Value Measurements | |||
Financial assets | 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 | |
Level 3 | |||
Fair Value Measurements | |||
Financial liabilities | 10,390 | ||
Level 3 | Note payable | |||
Fair Value Measurements | |||
Financial liabilities | 7,756 | ||
Level 3 | Research and development license consideration | |||
Fair Value Measurements | |||
Financial liabilities | $ 2,634 |
Fair Value Measurements - Note
Fair Value Measurements - Note payable (Details) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurements | ||||
Settlement of note payable | $ 10,000 | $ 10,000 | ||
Summary of changes in the estimated fair value | ||||
Beginning balance | 7,756 | 7,756 | ||
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 2,244 | $ 156 | 2,244 | $ 200 |
Settlement of the Note | (10,000) | |||
Ending balance | 7,756 | 990 | 7,756 | |
Change in fair value of note payable | $ 2,244 | $ 156 | $ 2,244 | $ 200 |
Weighted average discount rate | ||||
Fair Value Measurements | ||||
Measurement input | 0.090 | 0.090 | ||
Weighted average time to repayment | ||||
Fair Value Measurements | ||||
Measurement input | 0.006 | 0.006 |
Fair Value Measurements - Resea
Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||||
Aggregate fair value of the shares issued | $ 4,488 | $ 4,488 | ||
Summary of changes in the estimated fair value | ||||
Beginning balance | $ 990 | 7,756 | 7,756 | |
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 606 | (724) | ||
Settlement of the liability | (10,000) | |||
Ending balance | $ 1,596 | 990 | $ 7,756 | |
Loss on the remeasurement of the research and development license consideration liability | 1,900 | $ 1,900 | 200 | |
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 | 550,000 | ||
Aggregate fair value of the shares issued | $ 4,500 | $ 4,500 | ||
Fair value per issued share | $ 8.16 | $ 8.16 | ||
Summary of changes in the estimated fair value | ||||
Beginning balance | $ 2,634 | $ 2,634 | ||
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 1,854 | |||
Settlement of the liability | $ (4,488) | |||
Ending balance | $ 2,634 | |||
Research and development license consideration | Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | ||||
Fair Value Measurements | ||||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 | 4,702,867 | ||
Fair value per share | $ 0.15 | |||
Research and development license consideration | JATT Acquisition Corp | Class A Ordinary shares | ||||
Fair Value Measurements | ||||
Fair value per share | $ 7.66 |
Fair Value Measurements - Priva
Fair Value Measurements - Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 990 | $ 7,756 | $ 7,756 |
Assumption of private placement warrants | 1,714 | ||
Change in fair value | 606 | $ (724) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain from the change in fair value of the private placement warrants | ||
Ending balance | 1,596 | $ 990 | |
Gain from the change in fair value of the private placement warrants | 606 | (177) | (724) |
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 | $ 700 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses | |||
Accrued 2023 Lilly License costs | $ 5,000 | $ 10,000 | |
Accrued research and development costs | 7,246 | 6,091 | $ 490 |
Accounts payable | 1,485 | 2,749 | 2,010 |
Accrued bonus | 390 | 1,201 | 141 |
Accrued consulting fees | 150 | 451 | |
Other accrued expenses | 111 | 681 | |
Accrued offering costs | 655 | ||
Total accounts payable and accrued expenses | $ 14,674 | $ 20,302 | $ 4,428 |
License Agreements (Details)
License Agreements (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 22, 2022 USD ($) payment shares | Jul. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | |
License Agreements | |||||
Number of development and regulatory milestone payments | payment | 12 | ||||
Series A-1 convertible preferred shares authorized (in shares) | shares | 0 | 13,510,415 | |||
Payments of non-refundable license fee | $ 150,000 | ||||
Lonza milestone payment | Accounts Payable and Accrued Liabilities | |||||
License Agreements | |||||
Annual milestone payment, due and payable | $ 400,000 | $ 400,000 | |||
Agreement with Pfizer | |||||
License Agreements | |||||
Amount of cash transferred | $ 5,000,000 | ||||
Number of shares transferred | shares | 2,702,083 | ||||
Percentage of interest | 20% | ||||
Value allocated to in-process research and development | $ 7,500,000 | ||||
Number of development and regulatory milestone payments | payment | 11 | ||||
Maximum amount of development and regulatory milestone payments | $ 70,000,000 | ||||
Maximum amount of sales milestone payments | $ 525,000,000 | ||||
Maximum annual earned royalty at a marginal royalty rate | 20% | ||||
Percentage of anti-dilution provisions to be maintained | 18% | ||||
Series A-1 convertible preferred shares authorized (in shares) | shares | 267,939 | ||||
Development Of research and development | $ 1,000,000 | $ 1,000,000 |
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 | $ 4,488,000 | |||||
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | |||||||
License Agreements | |||||||
Number of shares transferred | 4,900,222 | ||||||
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 | 4,900,222 | |||||
Right but not the obligation for purchase of issued shares, maximum percentage | 50% | 50% | |||||
Purchase price per share | $ 2.448869 | $ 2.448869 | |||||
Threshold period from the date of agreement for purchase of issued shares | 2 years | 6 months | 2 years | ||||
Right but not the obligation to sell the issued shares, maximum percentage | 50% | 50% | |||||
Selling price per share | $ 2.040724 | $ 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 | $ 7,000,000 | ||||||
Number of Class A ordinary shares agreed to issue upon the closing of the business combination | 33 | 550,000 | |||||
Issuance of ordinary shares to settle research and development license consideration liability | 33 | 550,000 | |||||
Aggregate fair value of the shares issued | $ 4,500,000 | ||||||
Amount of obligation to pay upon the completion of financing | 3,000,000 | ||||||
Minimum gross proceeds from financing for obligation to pay | $ 100,000,000 | ||||||
Maximum amount of development and regulatory milestone payments | 155,000,000 | ||||||
Maximum amount of sales milestone payments | $ 440,000,000 | ||||||
Maximum annual earned royalty at a marginal royalty rate | 20% | ||||||
Contingent payments due | $ 0 | $ 0 | |||||
License agreement with Lilly | Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | |||||||
License Agreements | |||||||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 | ||||||
License agreement with Lilly | Stone Peach Properties, LLC | |||||||
License Agreements | |||||||
Contingent payments due | $ 0 | $ 0 |
License Agreements - 2023 Lilly
License Agreements - 2023 Lilly License (Details) | 3 Months Ended | 12 Months Ended | |||||
Apr. 26, 2023 USD ($) $ / shares shares | Apr. 24, 2023 shares | Dec. 08, 2022 USD ($) | Mar. 22, 2022 payment | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) payment shares | Dec. 31, 2022 USD ($) shares | |
License Agreements | |||||||
Value of issued call right | $ 1,541,000 | ||||||
Noncontrolling interest balance | $ 1,541,000 | $ 1,541,000 | $ 0 | ||||
Percentage of annual increase in payment | 10% | ||||||
Number of development and regulatory milestone payments | payment | 12 | ||||||
ZB17 LLC | |||||||
License Agreements | |||||||
Upfront cash payment | $ 5,800,000 | ||||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 1,000,000 | ||||||
Fair value per share | $ / shares | $ 7.84 | ||||||
Amount payable upon receipt of certain know-how, data, information and materials | $ 5,000,000 | ||||||
Stone Peach Properties, LLC | Shares issuable upon exercise of Z33 Series Seed Preferred Shares 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 | $ 7,000,000 | ||||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 33 | 550,000 | |||||
Maximum amount of development and regulatory milestone payments | $ 155,000,000 | ||||||
Maximum amount of sales milestone payments | $ 440,000,000 | ||||||
Contingent payments due | $ 0 | $ 0 | |||||
License agreement with Lilly | BAFFX17, Ltd | |||||||
License Agreements | |||||||
Number of development and regulatory milestone payments | payment | 4 | ||||||
Maximum amount of development and regulatory milestone payments | $ 155,000,000 | ||||||
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 | $ 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% | 4.99% | |||||
Value of issued call right | $ 1,000,000 | $ 1,000,000 | |||||
Expiry term from the date of regulatory approval milestone | 1 year | 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 | |||||
Percentage of annual increase in payment | 10% | ||||||
License agreement with Lilly | Stone Peach Properties, LLC | Research and development | ZB17 LLC | |||||||
License Agreements | |||||||
Annual amount of payment | $ 600,000 |
Convertible Preferred Shares _3
Convertible Preferred Shares and Shareholders' Equity (Deficit) (Details) $ / shares in Units, $ in Thousands | Mar. 22, 2022 USD ($) Vote $ / shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Mar. 20, 2023 $ / shares shares | Mar. 16, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares |
Shareholders' Equity | ||||||
Number of Class A ordinary shares on conversion | 267,939 | |||||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | 108.083 | 108.083 | ||
Class A ordinary shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 1,884,649 | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 0 | ||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series A-1 convertible preferred shares, minimum gross aggregate subscription with respect to new Ordinary Shares required for conversion | $ | $ 50,000 | |||||
Series A-1 convertible preferred shares, dividends declared | $ | $ 0 | |||||
Series A-1 convertible preferred shares, liquidation preference per share | $ / shares | $ 131 | |||||
Series A-1 convertible preferred shares, number of votes per share | Vote | 1 | |||||
Preferred shares, shares issued | 0 | 0 | 0 | |||
Preferred shares, shares outstanding | 0 | 0 | 0 | |||
Legacy Zura | ||||||
Shareholders' Equity | ||||||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | |||||
License Agreement and a Series A-1 Subscription and Shareholder's Agreement with Pfizer [Member] | ||||||
Shareholders' Equity | ||||||
Anti-Dilution, percentage of ownership interest to be maintained | 18% | |||||
Minimum value of capital to be raised for not being subject to anti-dilution | $ | $ 30,000 |
Convertible Preferred Shares _4
Convertible Preferred Shares and Shareholders' Equity (Deficit) - April 2023 Private Placement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 26, 2023 | Mar. 13, 2023 | Apr. 30, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 20, 2023 | Mar. 16, 2023 | Dec. 31, 2022 | |
Shareholders' Equity | ||||||||
Class A ordinary shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Proceeds from Issuance of Private Placement | $ 75,800,000 | $ 59,724,000 | ||||||
PIPE Subscription Agreement | ||||||||
Shareholders' Equity | ||||||||
Number of Class A shares issued | 2,009,950 | |||||||
Sale price per share | $ 10 | |||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | ||||||||
Shareholders' Equity | ||||||||
Proceeds from Issuance of Private Placement | $ 80,000,000 | |||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | Class A Ordinary shares | ||||||||
Shareholders' Equity | ||||||||
Number of Class A shares issued | 15,041,530 | |||||||
Class A ordinary shares, par value per share (in dollars per share) | $ 0.0001 | |||||||
Sale price per share | 4.25 | |||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | Class A Ordinary shares | Pre-Funded Warrants | ||||||||
Shareholders' Equity | ||||||||
Sale price per warrant | $ 4.249 | $ 4.249 | ||||||
PIPE Subscription Agreement | "April 2023 Private Placement" | Class A Ordinary shares | Pre-Funded Warrants | Maximum | ||||||||
Shareholders' Equity | ||||||||
Number of warrants issued to purchase shares | 3,782,000 | 3,782,000 |
Convertible Preferred Shares _5
Convertible Preferred Shares and Shareholders' Equity (Deficit) - Ordinary Shares Reserved for Issuance (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 33,996,674 | 34,199,249 |
Equity Incentive Plan | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 2,824,119 | 4,222,272 |
Employee Stock Purchase Plan | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 4,029,898 | 4,029,898 |
Shares issuable upon exercise of Z33 Put Right | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 2,000,000 | 2,000,000 |
Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 16,591,996 | 16,591,996 |
Shares issuable upon exercise of options to purchase Class A Ordinary Shares | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 7,108,188 | 5,791,065 |
Restricted Share Units | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares reserved for issuance | 1,442,473 | 1,564,018 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 26, 2023 $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2024 D $ / shares shares | Dec. 31, 2023 USD ($) D $ / shares shares | |
Warrants | ||||
Public Warrants expiration term | 5 years | 5 years | ||
Aggregate purchase price | $ | $ 16,070 | |||
Public warrants | ||||
Warrants | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Public Warrants expiration term | 5 years | 5 years | ||
Warrants exercisable term from the completion of business combination | 30 days | 30 days | ||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | 1 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Fair value per share | $ 0.01 | $ 0.01 | ||
Stock price trigger for redemption of public warrants | 18 | 18 | ||
Redemption price per public warrant (in dollars per share) | $ 11.50 | $ 11.50 | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | 30 | ||
Public warrants | JATT | ||||
Warrants | ||||
Warrants outstanding | shares | 6,899,996 | 6,899,996 | ||
Exercise price of warrants | $ 11.50 | |||
Private placement warrants | ||||
Warrants | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | ||
Private placement warrants | JATT | ||||
Warrants | ||||
Warrants outstanding | shares | 5,910,000 | 5,910,000 | ||
Exercise price of warrants | $ 11.50 | |||
Private Placement | Pre-Funded Warrants | Subscription Agreement | ||||
Warrants | ||||
Number of warrants exercised | shares | 0 | |||
Number of warrants redeemed | shares | 0 | |||
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | ||||
Warrants | ||||
Exercise price of warrants | $ 0.001 | |||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | |||
Sale price per warrant | $ 4.249 | $ 4.249 | ||
Aggregate purchase price | $ | $ 16,100 | |||
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | Maximum [Member] | ||||
Warrants | ||||
Number of warrants issued to purchase shares | shares | 3,782,000 | 3,782,000 |
Warrants - Number of warrants o
Warrants - Number of warrants outstanding, exercise price, and expiration dates (Details) - Pre-Funded Warrants - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Warrant issued 6,899,996 exercise price 11.50 | ||
Warrants | ||
Warrants Issued | 6,899,996 | 6,899,996 |
Exercise Price | $ 11.50 | $ 11.50 |
Warrant issued 5,910,000 exercise price 11.50 | ||
Warrants | ||
Warrants Issued | 5,910,000 | 5,910,000 |
Exercise Price | $ 11.50 | $ 11.50 |
Warrant issued 3,782,000 exercise price 0.001 | ||
Warrants | ||
Warrants Issued | 3,782,000 | 3,782,000 |
Exercise Price | $ 0.001 | $ 0.001 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2024 shares | Jun. 01, 2023 shares | Mar. 16, 2023 shares | Jun. 08, 2022 Options shares | Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2023 $ / shares shares | Mar. 20, 2023 shares | |
Share-Based Compensation | |||||||||
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | 108.083 | 108.083 | |||||
UK Plan | |||||||||
Share-Based Compensation | |||||||||
Number of stock option plans approved | Options | 2 | ||||||||
Number of Class A Ordinary Shares available for issuance | 1,501,165 | ||||||||
US Plan | |||||||||
Share-Based Compensation | |||||||||
Number of Class A Ordinary Shares available for issuance | 383,371 | ||||||||
Equity Incentive Plan 2023 | |||||||||
Share-Based Compensation | |||||||||
Number of shares issued | 8,059,796 | 1,519,698 | 6,004,144 | ||||||
Percentage of discount for eligible employees | 5% | ||||||||
Weighted-average assumptions used to estimate the fair value | |||||||||
Share price | $ / shares | 3.53 | 8.16 | 0.77 | 6.25 | |||||
Expected volatility | 107% | 96.50% | 95.10% | 97.10% | |||||
Risk-free rate | 4.10% | 3.58% | 3% | 3.60% | |||||
Expected life | 6 years | 6 years 1 month 6 days | 5 years 10 months 24 days | 6 years 1 month 6 days | |||||
Equity Incentive Plan 2023 | Class A Ordinary shares | |||||||||
Share-Based Compensation | |||||||||
Share based compensation arrangement | 5,564,315 | ||||||||
Equity Incentive Plan 2023 | Class A Ordinary shares | Maximum | |||||||||
Share-Based Compensation | |||||||||
Share based compensation arrangement | 9,594,213 | 9,594,213 | |||||||
Employee Stock Purchase Plan | |||||||||
Share-Based Compensation | |||||||||
Number of shares issued | 4,029,898 | 0 | 0 | ||||||
Percentage of discount for eligible employees | 15% |
Share-Based Compensation - Shar
Share-Based Compensation - Share option activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 16, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Aggregate Intrinsic Value | |||||||
Share-based compensation expense | $ 2,409,000 | $ 2,366,000 | $ 334,000 | $ 9,655,000 | |||
Aggregate purchase price | $ 75,800,000 | $ 59,724,000 | |||||
PSO | |||||||
Number of Options | |||||||
Exercise of stock options, net of forfeited shares (in Shares) | 45,611 | ||||||
Aggregate Intrinsic Value | |||||||
Share-based compensation expense | $ 45,611,000 | ||||||
Aggregate purchase price | $ 75,000,000 | ||||||
Equity Incentive Plan 2023 | |||||||
Number of Options | |||||||
Beginning balance | 5,791,065 | 383,371 | 383,371 | ||||
Granted | 8,059,796 | 1,519,698 | 6,004,144 | ||||
Forfeited | (202,575) | (596,450) | |||||
Ending balance | 7,108,188 | 383,371 | 5,791,065 | 383,371 | |||
Options vested and exercisable | 1,745,311 | 1,470,572 | |||||
Weighted Average Exercise Price | |||||||
Beginning balance | $ 2.12 | $ 0.84 | $ 0.84 | ||||
Granted | 3.98 | 2.11 | |||||
Forfeited | 1.20 | 1.24 | |||||
Ending balance | 2.55 | $ 0.84 | 2.12 | $ 0.84 | |||
Options vested and exercisable | $ 4.66 | $ 5.26 | |||||
Weighted Average Remaining Contractual Life | |||||||
Options outstanding | 9 years 2 months 12 days | 9 years 3 months 18 days | 9 years 4 months 24 days | ||||
Options vested and exercisable | 9 years | 9 years 3 months 18 days | |||||
Aggregate Intrinsic Value | |||||||
Options outstanding | $ 8,812,000 | $ 1,804,000 | $ 17,752,000 | $ 1,804,000 | |||
Options vested and exercisable | $ 786,000 | $ 949,000 | |||||
Number of shares issued | 8,059,796 | 1,519,698 | 6,004,144 | ||||
Exercise price of shares granted | $ 3.98 | $ 2.11 | |||||
Equity Incentive Plan 2023 | Recapitalization | |||||||
Number of Options | |||||||
Beginning balance | 3,547 | 3,547 | |||||
Recapitalization | 379,824 | ||||||
Ending balance | 3,547 | 3,547 | |||||
Weighted Average Exercise Price | |||||||
Beginning balance | $ 90.50 | $ 90.50 | |||||
Recapitalization | $ (89.66) | ||||||
Ending balance | $ 90.50 | $ 90.50 | |||||
Weighted Average Remaining Contractual Life | |||||||
Options outstanding | 9 years 4 months 24 days | ||||||
Aggregate Intrinsic Value | |||||||
Options outstanding | $ 1,804,000 | $ 1,804,000 | |||||
Equity Incentive Plan 2023 | Directors Executives And Employees | Options | |||||||
Number of Options | |||||||
Granted | 2,280,560 | 2,483,135 | |||||
Weighted Average Exercise Price | |||||||
Granted | $ 2.91 | 7.65 | $ 1.35 | $ 5.79 | |||
Aggregate Intrinsic Value | |||||||
Number of shares issued | 2,280,560 | 2,483,135 | |||||
Exercise price of shares granted | $ 2.91 | $ 7.65 | $ 1.35 | $ 5.79 |
Share-Based Compensation - Mark
Share-Based Compensation - Market-Based Performance Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 20, 2023 | Mar. 16, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Share-Based Compensation | ||||||
Expense recognized | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | ||
Equity Incentive Plan 2023 | ||||||
Share-Based Compensation | ||||||
Number of shares issued | 8,059,796 | 1,519,698 | 6,004,144 | |||
Exercise price of shares granted | $ 3.98 | $ 2.11 | ||||
Expected volatility | 107% | 96.50% | 95.10% | 97.10% | ||
Risk-free rate | 4.10% | 3.58% | 3% | 3.60% | ||
Expected life | 6 years | 6 years 1 month 6 days | 5 years 10 months 24 days | 6 years 1 month 6 days | ||
Market-Based Share Options | ||||||
Share-Based Compensation | ||||||
Number of shares issued | 306,373 | 0 | 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% | 80% | ||||
Risk-free rate | 3.60% | 3.60% | ||||
Expected life | 2 years 2 months 12 days | 2 years 2 months 12 days | ||||
Fair value per Market-Based Share Options | $ 4.66 | $ 4.66 | ||||
Expense recognized | $ 200 | $ 0 | $ 500 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Weighted Average Grant Date Fair Value | ||||
Expense recognized | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 |
Restricted Share Units | ||||
Number of RSUs | ||||
Beginning balance | 1,563,018 | |||
Granted | 2,234,011 | |||
Forfeited | (170,000) | |||
Converted to RSAs | (499,993) | |||
Vested and unissued | (121,545) | (1,000) | ||
Ending balance | 1,441,473 | 1,563,018 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning balance | $ 5.93 | |||
Granted | $ 6.50 | |||
Forfeited | 6.84 | |||
Converted to RSAs | 8.16 | |||
Vested and unissued | 5.24 | 6.60 | ||
Ending balance | $ 5.95 | $ 5.93 | ||
Expense recognized | $ 600 | $ 0 | $ 1,600 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted Average Grant Date Fair Value | |||||
Expense recognized | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | |
Restricted Share Awards | |||||
Number of RSUs | |||||
Beginning balance | 499,993 | ||||
Converted to RSAs | 499,993 | ||||
Ending balance | 374,995 | 499,993 | |||
Weighted Average Grant Date Fair Value | |||||
Beginning balance | $ 8.16 | ||||
Converted to RSAs | $ 8.16 | ||||
Ending balance | $ 8.16 | $ 8.16 | |||
Expense recognized | $ 300 | $ 0 | $ 600 | $ 0 |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Award Modification (Details) - USD ($) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Apr. 07, 2023 | |
Share-Based Compensation | |||||
Share-based compensation expense | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | |
Severance agreement | |||||
Share-Based Compensation | |||||
Options vested and exercisable | 59,594 | ||||
Share-based compensation expense | $ 600 |
Share-Based Compensation - Othe
Share-Based Compensation - Other share-based compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 20, 2023 | |
Share-Based Compensation | |||||
Number of Class A ordinary shares on conversion | 267,939 | ||||
Share-based compensation expense | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | |
Series A-1 convertible preferred shares | |||||
Share-Based Compensation | |||||
Number of Class A ordinary shares on conversion | 267,939 | ||||
Share-based compensation expense | $ 2,200 |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation | |||||
Share-based compensation expense | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | |
Options | |||||
Share-Based Compensation | |||||
Unrecognized share-based compensation expense | $ 20,500 | $ 19,500 | |||
Share-based compensation expense expected to be recognized over a weighted average period | 3 years 1 month 6 days | 3 years | |||
Restricted Share Units | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 600 | 0 | $ 1,600 | ||
Unrecognized share-based compensation expense | $ 6,600 | $ 7,900 | |||
Share-based compensation expense expected to be recognized over a weighted average period | 3 years 2 months 12 days | 3 years 4 months 24 days | |||
Restricted Share Awards | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 300 | 0 | $ 600 | $ 0 | |
Unrecognized share-based compensation expense | $ 3,000 | $ 3,200 | |||
Share-based compensation expense expected to be recognized over a weighted average period | 3 years | 3 years 2 months 12 days | |||
Research and development | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 433 | 2,186 | $ 2,978 | ||
General and administrative | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 1,976 | $ 180 | $ 334 | $ 6,677 |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | 11 Months Ended | ||
Dec. 08, 2022 | Dec. 31, 2022 | Mar. 08, 2023 | |
Note Payable | |||
Proceeds form issuance of note | $ 7,600 | ||
Note payable | |||
Note Payable | |||
Percentage of interest rate | 9% | ||
Maturity term | 12 months | ||
Number of days after the date of business combination for maturity term | 5 days | ||
Percentage of the face amount including accrued interest payable if the business combination not consummated | 120% | ||
Note payable | Hydra | |||
Note Payable | |||
Proceeds form issuance of note | $ 7,600 | ||
Face amount of note | $ 8,000 | $ 10,000 | |
Percentage of principal amount payable for waiving the acceleration right in consideration | 125% |
Income Taxes - Components of lo
Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Income Taxes | ||||
U.S. operations | $ (15,253) | $ (36,842) | ||
Non-U.S. operations | (12,080) | (23,721) | ||
Loss before income taxes | $ (7,747) | $ (9,795) | $ (27,333) | $ (60,563) |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Taxes | |||
Provision for income taxes | $ 0 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Foreign net operating loss | $ 6,300 | |
Federal net operating loss | $ 4,200 | $ 100 |
Reconciliation of the U.S. statutory federal income tax rate to effective tax rate | ||
Income tax at federal statutory rate | 21% | 21% |
State income tax expense, net of federal tax effect | (1.70%) | 3.90% |
Impact of non-U.S. earnings | (0.30%) | (1.20%) |
Change in valuation allowance | (18.90%) | (23.50%) |
Non-deductible share-based compensation | (0.60%) | |
Permanent differences | (0.60%) | (0.20%) |
Change in deferred tax rate | 1.10% | |
Deferred tax assets: | ||
Net operating loss carryforward | $ 6,947 | $ 1,309 |
Intangible assets acquired | 9,496 | 5,020 |
Capitalized research and development | 619 | 51 |
Share-based compensation | 831 | |
Accrued expenses and other | 39 | |
Total deferred income tax assets | 17,893 | 6,419 |
Valuation allowance | (17,893) | $ (6,419) |
Valuation allowance | 11,500 | |
UK | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss | 24,200 | |
KY | ||
Operating Loss Carryforwards [Line Items] | ||
Foreign net operating loss | 700 | |
Foreign | ||
Deferred tax assets: | ||
Net operating loss carryforward | $ 24,900 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interest | $ 11,663 | $ 18,680 | $ 10,000 | ||
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 | Call Option [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Maximum percentage of shares that can be purchased in an option | 50% | ||||
Purchase price per share | $ 2.448869 | ||||
Term of call option | 2 years | ||||
Settlement term | 6 months | ||||
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 | Series Seed Preferred Shares | Put Option [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Maximum percentage of shares that can be purchased in an option | 50% | ||||
Purchase price per share | $ 2.040724 | $ 2.040724 | |||
Z33 | Series Seed Preferred Shares | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Deemed dividend to the redeemable noncontrolling interest | $ 10,900 | ||||
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 |
Subsequent Events (Details)
Subsequent Events (Details) - Employment agreement with Robert Lisicki - Subsequent Events - President and Chief Operating Officer | 1 Months Ended |
Jan. 31, 2024 $ / shares shares | |
Subsequent Events | |
Number of shares issued | 1,000,000 |
Exercise price of shares granted | $ / shares | $ 3.98 |
PSO | |
Subsequent Events | |
Number of shares issued | 400,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets $ in Thousands | Mar. 31, 2024 USD ($) |
Current assets: | |
Cash and cash equivalents | $ 89,817 |
Prepaid expenses and other current assets | 657 |
Total current assets | 90,474 |
Property and equipment, net | 9 |
Total assets | 90,483 |
Current liabilities: | |
Accounts payable and accrued expenses | 14,674 |
Total current liabilities | 14,674 |
Private placement warrants | 1,596 |
Total liabilities | 16,270 |
Commitments and contingencies (Note 9) | |
Convertible preferred shares | |
Redeemable noncontrolling interest | 11,663 |
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 |
Additional paid-in capital | 172,246 |
Accumulated deficit | (111,241) |
Total Zura Bio Limited shareholders' equity | 61,009 |
Noncontrolling interest | 1,541 |
Total shareholders' equity | 62,550 |
Total liabilities, redeemable noncontrolling interest, and shareholders' equity | $ 90,483 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 20, 2023 | Mar. 16, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | |||||
Series A-1 convertible preferred shares, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | |||
Series A-1 convertible preferred shares authorized (in shares) | 0 | 13,510,415 | |||
Series A-1 convertible preferred shares issued (in shares) | 0 | 13,510,415 | |||
Series A-1 convertible preferred shares outstanding (in shares) | 0 | 13,510,415 | |||
Preferred shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 0 | |
Preferred shares issued (in shares) | 0 | 0 | 0 | ||
Preferred shares outstanding (in shares) | 0 | 0 | 0 | ||
Class A ordinary shares, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A ordinary shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 1,884,649 | |
Class A ordinary shares issued (in shares) | 43,593,678 | 43,593,678 | 279,720 | ||
Class A ordinary shares outstanding (in shares) | 43,593,678 | 43,593,678 | 279,720 |
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 Recapitalization | Class A Ordinary Shares Private Placement | Class A Ordinary Shares License agreement with Lilly | Class A Ordinary Shares | Additional Paid-in Capital Private Placement | Additional Paid-in Capital Pre-Funded Warrants | Additional Paid-in Capital License agreement with Lilly | Additional Paid-in Capital | Accumulated Deficit Recapitalization | Accumulated Deficit | Redeemable Noncontrolling Interest Recapitalization | Redeemable Noncontrolling Interest | Convertible Preferred Shares Recapitalization | Convertible Preferred Shares | Recapitalization | Private Placement | Pre-Funded Warrants | License agreement with Lilly | Total | |||||
Balance (Shares) at Jan. 17, 2022 | 0 | 0 | |||||||||||||||||||||||
Balance at Jan. 17, 2022 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | $ 0 | [1] | $ 0 | ||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for cash | [1] | $ 10,000 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares for cash (in Shares) | 10,808,332 | ||||||||||||||||||||||||
Issuance of subsidiary redeemable preferred shares for license | 4,943 | 4,943 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [1] | $ 2,500 | |||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation (in shares) | 2,702,083 | ||||||||||||||||||||||||
Accretion of redeemable noncontrolling interest to redemption value | 334 | 6,318 | (6,652) | 6,652 | |||||||||||||||||||||
Exercise of stock options, net of forfeited shares (in Shares) | 279,612 | ||||||||||||||||||||||||
Net loss | (25,738) | (1,595) | $ (25,738) | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 10,000 | 10,000 | $ 12,500 | [1] | $ 12,500 | [1],[2] | |||||||||||||||||||
Balance (Shares) at Dec. 31, 2022 | 125,000 | 13,510,415 | 13,510,415 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Share-based compensation expense | 334 | $ 334 | |||||||||||||||||||||||
Issuance of shares (in shares) | 108 | ||||||||||||||||||||||||
Net loss | (25,738) | (1,595) | (25,738) | ||||||||||||||||||||||
Accretion of redeemable noncontrolling interest to redemption value | (334) | (6,318) | 6,652 | $ (6,652) | |||||||||||||||||||||
Ending Balance (in Shares) at Dec. 31, 2022 | 3,548 | 279,720 | 279,720 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ (32,056) | (32,056) | $ (32,056) | $ (32,056) | |||||||||||||||||||||
Convertible Preferred Shares | |||||||||||||||||||||||||
Recapitalization, net of forfeited shares | 13,385,415 | ||||||||||||||||||||||||
Balance after recapitalization (in shares) | 13,510,415 | ||||||||||||||||||||||||
Recapitalization | 276,172 | ||||||||||||||||||||||||
Issuance of Series A-1 convertible preferred shares as license compensation | [2] | $ 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) | [2] | (14,684) | $ (14,686) | [2] | (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 | ||||||||||||||||||||||
Net loss | (9,592) | (203) | (9,592) | ||||||||||||||||||||||
Balance at Mar. 31, 2023 | 10,000 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Deficit | |||||||||||||||||||||||||
Conversion of Series A-1 convertible preferred shares to Class A Ordinary Shares in connection with Business Combination | $ 2 | [2] | 14,684 | $ 14,686 | [2] | 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 | [2] | 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 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 | [2] | 69,703 | (41,851) | $ 27,855 | ||||||||||||||||||||
Balance (Shares) at Dec. 31, 2022 | 125,000 | 13,510,415 | 13,510,415 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 10,000 | 10,000 | $ 12,500 | [1] | $ 12,500 | [1],[2] | |||||||||||||||||||
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 | 7,017 | 203 | (7,220) | 7,220 | |||||||||||||||||||||
Stone Peach Call Right issued to noncontrolling interest | 1,541 | 1,541 | |||||||||||||||||||||||
Deemed contribution from redeemable noncontrolling interest | 9,212 | (9,212) | 9,212 | ||||||||||||||||||||||
Deemed dividend to redeemable noncontrolling interest | (10,875) | 10,875 | (10,875) | ||||||||||||||||||||||
Net loss | (60,360) | (203) | $ (60,360) | ||||||||||||||||||||||
Balance at Dec. 31, 2023 | 18,680 | ||||||||||||||||||||||||
Balance (Shares) at Dec. 31, 2023 | 0 | ||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 3,548 | 279,720 | 279,720 | ||||||||||||||||||||||
Balance at Dec. 31, 2022 | $ (32,056) | (32,056) | $ (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 | 33 | |||||||||||||||||||||||
Reclassification of public warrant liability to equity | 2,001 | 2,001 | |||||||||||||||||||||||
Share-based compensation expense | 13,059 | 13,059 | |||||||||||||||||||||||
Issuance of restricted share awards (in shares) | 499,993 | ||||||||||||||||||||||||
Issuance of shares (in shares) | 15,041,530 | 1,000,000 | |||||||||||||||||||||||
Issuance of shares | $ 1 | [1] | $ 54,133 | $ 16,070 | $ 7,840 | $ 54,134 | $ 16,070 | $ 7,840 | |||||||||||||||||
Net loss | (60,360) | (203) | (60,360) | ||||||||||||||||||||||
Accretion of redeemable noncontrolling interest to redemption value | (7,017) | (203) | 7,220 | $ (7,220) | |||||||||||||||||||||
Ending Balance (in Shares) at Dec. 31, 2023 | 43,593,678 | 43,593,678 | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | 1,541 | $ 4 | [1],[2] | 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 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 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 | [2] | $ 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 3[2]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) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 20, 2023 | Mar. 16, 2023 | |
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest, Convertible Preferred Shares, and Shareholders' Equity (Deficit) | |||||
Transaction costs | $ 4 | $ 4 | |||
Issuance of shares, Transaction costs | $ 9.8 | ||||
Exchange ratio for Class A ordinary shares pursuant to the business combination | 108.083 | 108.083 | 108.083 | 108.083 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Cash flows from operating activities | |
Net loss before redeemable noncontrolling interest | $ (7,747) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Share-based compensation | 2,409 |
Change in fair value of private placement warrants | 606 |
Foreign exchange transaction (gain)/loss | (23) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | 380 |
Accounts payable and accrued expenses | (607) |
Net cash used in operating activities | (4,982) |
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 | |
Net (decrease)/increase in cash and cash equivalents | (9,989) |
Cash and cash equivalents, beginning of period | 99,806 |
Cash and cash equivalents, end of period | 89,817 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |
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 |
Organization and Description _3
Organization and Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization and Description of Business | ||
Organization and Description of Business | 1. Organization and Description of Business Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”), as well as torudokimab (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. | 1. Organization and Description of Business Zura Bio Limited, a Cayman Islands exempted company, formerly known as JATT Acquisition Corp (“JATT”), together with its subsidiaries (collectively, the “Company” or “Zura” or “Zura Bio”), is a clinical-stage biotechnology company advancing immunology assets into Phase 2 development programs, including ZB-168, a fully anti-IL7Ra monoclonal antibody, which it has licensed from Pfizer, Inc. (“Pfizer”), as well as torudokimab, a high affinity monoclonal antibody, and ZB-106, a bispecific antibody relating to IL-17 and BAFF, which it has licensed from Eli Lilly and Company (“Lilly”). The Company’s accounting predecessor, Zura Bio Limited (herein referred to as “Legacy Zura”), was formed in the United Kingdom (“UK”) on January 18, 2022 (“Inception”). Business Combination On March 20, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of a business combination agreement (the “Business Combination Agreement”), dated as of June 16, 2022 (as amended on September 20, 2022, November 14, 2022, and January 13, 2023), by and among JATT, JATT Merger Sub, JATT Merger Sub 2, Zura Bio Holdings Ltd. (“Holdco”), and Legacy Zura. Pursuant to the Business Combination Agreement, (a) before the closing of the Business Combination, Holdco was established as a new holding company of Legacy Zura and became a party to the Business Combination Agreement; and (b) on the Closing, in sequential order: (i) Merger Sub merged with and into Holdco, with Holdco continuing as the surviving company and a wholly owned subsidiary of JATT; (ii) immediately following the Merger, Holdco merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company and a wholly owned subsidiary of JATT; and (iii) JATT changed its name to “Zura Bio Limited”. The Business Combination has been accounted for as a reverse recapitalization, with Legacy Zura being the accounting acquirer and JATT as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represent the accounts of Legacy Zura. The shares and net loss per share attributable to ordinary shareholders of Legacy Zura prior to the Closing Date have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Prior to the Business Combination, JATT’s public shares, public warrants, and public units were listed on the New York Stock Exchange (“NYSE”) under the symbols “JATT,” “JATT.WS,” and “JATT.U,” respectively. On March 20, 2023, the Company’s Class A ordinary shares (“Class A Ordinary Shares”) and public warrants began trading on the Nasdaq under the symbols “ZURA” and “ZURAW,” respectively. See Note 3, Recapitalization, for additional details. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. The Company expects to no longer be an emerging growth company effective December 31, 2026. Change in Fiscal Year End On November 18, 2022, the Board of Directors approved a change in the Company’s fiscal year end from March 31 to December 31. The Company’s 2022 fiscal year began at the Company’s inception on January 18, 2022, and ended on December 31, 2022. The change in fiscal year end also applies retrospectively to all previously issued financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. Liquidity The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $103.5 and $32.1 million as of December 31, 2023 and 2022, respectively, and a net loss of $60.4 million and $25.7 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively. The Company’s existing sources of liquidity as of December 31, 2023 includes $99.8 million in cash and cash equivalents. Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred shares and a promissory note. Upon the closing of the Business Combination, the Company received $56.7 million in net cash proceeds. Additionally, the Company received $75.8 million in net cash proceeds in connection with the April 2023 Private Placement. The Company’s cash requirements include, but are not limited to, clinical development, product manufacturing costs and working capital requirements. The Company expects such operating losses and negative cash flows from operations will continue but has sufficient liquidity to fund its operations over the next twelve months. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. 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. | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements (the “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 consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. Significant Accounting Policies Use of Estimates The preparation of 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 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 consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of the private placement warrants, and the fair value of the note payable. Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Deferred Offering Costs The Company capitalizes offering costs consisting of direct, incremental legal, accounting and other fees. The deferred offering costs are offset against the proceeds from the transaction. Should the transaction be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. The Company had $-0- and $3.5 million of deferred offering costs on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Research and Development Research and development (“R&D”) expenses consist of all direct and indirect operating expenses supporting the processes and manufacturing in development, including consulting fees for clinical and manufacturing advisory services, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes stock-based compensation, for research and development employees, licensing fees, and data and study acquisition costs. Expenses are recognized as an expense as the related goods are delivered or the services are performed. R&D expenses include the cost of in-process research and development (“IPR&D”) assets purchased in an asset acquisition transaction. IPR&D assets are expensed unless the assets acquired are deemed to have an alternative future use, provided that the acquired asset did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Acquired IPR&D payments are immediately expensed in the period in which they are incurred and include upfront payments, as well as transaction fees and subsequent pre-commercial milestone payments. Research and development costs incurred after the acquisition are expensed as incurred. R&D expenses also include the remeasurement of the research and development license consideration liability. Share-Based Compensation The Company accounts for all share-based payments to employees and non-employees, including grants of share options, share options with non-market performance conditions (“PSOs”), share options with market-based performance conditions, restricted share units, and restricted share awards based on their respective grant date fair values. Share options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Class A Ordinary Shares on the date of grant. The Company estimates the fair value of share option grants using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses share-based compensation related to share options with only service conditions over the requisite service period on a straight-line basis. The Company will record share-based compensation expense for the PSOs when the Company’s management deems it probable that the performance conditions will be satisfied. The Company estimates the fair value of share option grants with market-based performance conditions using a Monte-Carlo simulation model. For share option grants with market-based performance conditions, the Company recognizes share-based compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The share-based compensation costs are recorded in research and development and general and administrative expenses in the consolidated statements of operations. Forfeitures are recorded as they occur. Income Taxes Income taxes are recorded in accordance with ASC Accounting Standards Codification (“ASC”) 740, Income Taxes Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. As a result of the recapitalization, the settlement provisions of the public warrants no longer preclude equity classification and the public warrants were reclassified to equity following the Business Combination. As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments. Classification of the public and pre-funded warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the consolidated statements of operations. The Company measured the public warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination. The Company measured the pre-funded warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement. See Note 8 for additional information. Noncontrolling Interest During April 2023, the Company’s consolidated subsidiary, ZB17, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest (see Note 6 for additional information). A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes noncontrolling interest as a component of total shareholders’ equity (deficit) on the Company’s consolidated balance sheets. The option to acquire ZB17 ownership interests do not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option. Redeemable Noncontrolling Interest In 2022, the Company’s consolidated subsidiary, Z33, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a noncontrolling interest (see Note 13 for additional information). The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features. The redeemable noncontrolling interests are classified outside of permanent equity on the Company’s consolidated balance sheets. The redeemable noncontrolling interest is measured at the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price. 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, including Pre-Funded Warrants, 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 periods presented. Since the Company had a net loss in the periods presented, basic and diluted net loss per share are the same. The table following provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, December 31, 2023 2022 Convertible Preferred Shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 383,371 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 — Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,543,018 — Restricted Share Awards 499,993 Total 22,644,072 13,893,786 Recently Adopted Accounting Pronouncements In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement Fair Value Measurement Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Fair Value Measurements_2
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 4. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1: Level 2: Level 3: Financial instruments consist of cash and cash equivalents, prepaid and other current assets, accounts payable and accrued expenses, note payable, private placement warrants, and research and development license consideration. The carrying values of the Company’s cash, prepaid and other current assets, and accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments. The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, and the fair value hierarchy of the valuation techniques utilized: 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 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Note payable $ — $ — $ 7,756 $ 7,756 Research and development license consideration $ — $ — $ 2,634 $ 2,634 Total $ — $ — $ 10,390 $ 10,390 There were no transfers into or out of Level 1, Level 2, or Level 3 during the year ended December 31, 2023 and the period ended December 31, 2022. Note payable The Company elected the fair value option to account for its Note payable to Hydra, LLC (see Note 10). The fair value of the Note payable at issuance was measured as the cash proceeds from the Note. The fair value of the Note payable subsequent to issuance was estimated using the probability-weighted expected return method (“PWERM”), whereby the total settlement obligation under the Note was determined based on the amounts payable to Hydra under various scenarios. The PWERM’s output is determined based on inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The PWERM contemplated three scenarios: i) the Company consummates the Business Combination without triggering an event of default, ii) the Company triggers an event of default, and consummates the Business Combination, and iii) the Company does not consummate the Business Combination. The settlement value of each scenario was determined using a discounted cash flow model. Significant estimates in the cash flow model include the discount rate and time to repayment. As of December 31, 2022, the weighted average discount rate was 9.0%, and the weighted average time to repayment was 0.6 years, each weighted by the probability of the scenario. Upon the Closing Date of the Business Combination, the Note was remeasured to the settlement value and subsequently repaid for a total of $10.0 million. The following table provides a summary of changes in the estimated fair value of the Note: December 31, 2023 Balance at December 31, 2022 $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination 2,244 Settlement of the Note (10,000) Balance at December 31, 2023 $ — The Company recorded a loss on remeasurement of the Note of $2.2 million and $0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within change in fair value of note payable in the consolidated statements of operations. Research and development license consideration As consideration for the 2022 Lilly License (see Note 6), Lilly agreed to receive either 550,000 Zura Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. As of December 31, 2022, the arrangement was liability classified and remeasured at fair value at each reporting date (the research and development license consideration liability). The fair value of the research and development license consideration liability was estimated using the PWERM, whereby the total settlement obligation was determined based upon the fair value of the JATT Class A Ordinary Shares, the Z33 Series Seed Preferred Shares, and the probability of the consummation of the Business Combination. As certain of the inputs to the PWERM are not observable in the market, the research and development license consideration liability represented a Level 3 measurement within the fair value hierarchy. As of December 31, 2022, the fair value of JATT Class A Ordinary Shares was determined to be $7.66 per share, a discount to the trading price due to the shares being subject to a lock-up provision. As of December 31, 2022, the fair value of Z33 Series Seed Preferred Shares was determined to be $0.15 per share. Upon the Closing Date of the Business Combination, the liability was remeasured to its settlement value and subsequently settled through the issuance of 550,000 Class A Ordinary Shares of Zura. The aggregate fair value of the Class A Ordinary Shares of Zura issued to Lilly was determined to be $4.5 million, or $8.16 per share. The following table provides a summary of changes in the estimated fair value of the liability: December 31, 2023 Balance at December 31, 2022 $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination 1,854 Settlement of the liability (4,488) Balance at December 31, 2023 $ — The Company recorded a loss on the remeasurement of the research and development license consideration liability of $1.9 million and $0.2 million for the year ended December 31, 2023 and the period ended December 31, 2022, respectively, within research and development in the consolidated statements of operations. Private Placement Warrants As of December 31, 2023, the Company has private placement warrants assumed in connection with the Business Combination (see Note 8). Such warrants are measured at fair value on a recurring basis. Because the transfer of private placement warrants to non-permitted transferees would result in the private placement warrants having substantially the same terms as the public warrants, the Company determined that the fair value of each private placement warrant is consistent with that of a public warrant. Accordingly, the inputs used to value the private placement warrants are classified as Level 2. The following table provides a summary of changes in the estimated fair value of the private placement warrants: Balance at December 31, 2022 $ — Assumption of private placement warrants 1,714 Change in fair value (724) Balance at December 31, 2023 $ 990 The Company recorded a gain from the change in fair value of the private placement warrants of $0.7 million for the year ended December 31, 2023 within change in fair value of private placement warrants in the consolidated statement of operations. |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are composed of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 1 Accrued 2023 Lilly License costs $ 10,000 $ — Accrued research and development costs 6,091 490 Accounts payable 2,749 2,010 Accrued bonus 1,201 141 Accrued consulting fees 150 451 Other accrued expenses 111 681 Accrued offering costs — 655 Total accounts payable and accrued expenses $ 20,302 $ 4,428 (1) |
License Agreements_2
License Agreements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 6. License Agreements Pfizer On March 22, 2022, the Company entered into a license agreement and a Series A-1 Subscription and Shareholder’s Agreement (collectively, the “Pfizer Agreement”) with Pfizer. Under the Pfizer Agreement, the Company acquired a license for a compound initially developed by Pfizer, in exchange for $5.0 million in cash and 2,702,083 shares (as adjusted by the exchange ratio established in the Business Combination Agreement) of the Company’s Series A-1 convertible preferred shares, representing a 20% interest in the Company. In accordance with ASC 805, the Pfizer Agreement is accounted for as an asset acquisition as substantially all of the $7.5 million value transferred to the Company was allocated to in-process research and development. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. In addition to the consideration transferred on March 22, 2022, the Company is obligated to make 12 development and regulatory milestone payments aggregating up to $70.0 million and sales milestone payments up to an aggregate of $525.0 million based on respective thresholds of net sales of products (developed from the licensed compound) (the “Products”). In further consideration for the license, the Company will also pay an annual earned royalty at a marginal royalty rate in the mid-single digits to low double digits (less than 20%), based on thresholds of nets sales of Products. Royalties are payable on a country-by-country basis for a certain period of years or upon the later expiration of regulatory exclusivity of the Company’s Products in a country. The Company is also subject to a potential multi-million dollar transaction payment if, within a certain period the Company has (a) certain changes in control, excluding an initial public offering or any business combination where the securities of the Company are listed on a stock exchange (e.g., a transaction with a special purpose acquisition company), or (b) the Company sublicenses or divests of its rights to the Products. The Pfizer Agreement also has an anti-dilution provision to allow Pfizer to maintain an 18% interest in the Company, as detailed in Note 7. Immediately prior to the Closing Date of the Business Combination, additional share options and restricted share units were issued to certain employees, executives, and directors that would result in the dilution of Pfizer’s ownership in the Company. In accordance with the anti-dilution provision of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. In accordance with ASC 718, the Company recognized expense related to these Class A Ordinary Shares based on their grant date fair value. Following the Business Combination, the anti-dilution provision is no longer in effect. 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 consolidated balance sheet as of December 31, 2023. The Company does not owe any other amounts under the Pfizer Agreement. Lonza In July 2022, the Company entered into a license agreement (the “Lonza License”) with Lonza Sales AG (“Lonza”) for a worldwide non-exclusive license for Lonza’s gene expression system in exchange for varying considerations depending on a number of factors such as whether the Company enters further into manufacturing agreements with Lonza or with a third party, and whether the Company enters into sublicense agreements with third parties (including up to middle six-figure annual payments per sublicense upon commencement of a sublicense, as well as royalties of up to low-single digit percentages of net sales of certain products over a commercially standard double-digit multi-year term). The Lonza License will remain in effect until terminated. The Company is free to terminate the Lonza License at any time upon 60 days’ notice, with or without cause. Lonza may terminate the Lonza License for cause upon a breach by the Company or for other commercially standard reasons. 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 payable which is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023. 2022 Lilly License On December 8, 2022, the Company’s consolidated subsidiary, Z33, entered into a license agreement (the “2022 Lilly License”) with Lilly pursuant to which Lilly granted Z33 an exclusive (even as to Lilly), royalty-bearing global license to develop, manufacture, and commercialize certain intellectual property owned by Lilly relating to its IL-33 compound. As consideration, the Company paid Lilly an upfront fee of $7.0 million. As consideration for the 2022 Lilly License, Lilly agreed to receive either 550,000 Class A Ordinary Shares upon the closing of the Business Combination (subject to certain lock-up provisions) or 4,702,867 shares of Z33 Series Seed Preferred Shares (the subsidiary redeemable preferred shares) if the Business Combination was not consummated. The obligation to issue shares represents contingent consideration and is classified as a liability on the consolidated balance sheet (research and development license consideration liability) as of December 31, 2022. The liability is measured at fair value on the acquisition date and remeasured to fair value at each reporting date. Upon the Closing Date of the Business Combination, the Company issued Lilly 550,000 Class A Ordinary Shares at an aggregate fair value of $4.5 million. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. Accordingly, the Company expensed the entire cost of the 2022 Lilly License as a component of research and development in the consolidated statement of operations during the period ended December 31, 2022. As a finder’s fee in connection with arranging the acquisition, Z33 issued to Stone Peach Properties, LLC (“Stone Peach”) 4,900,222 shares of Z33 Series Seed Preferred Shares, which is included in the measurement of the cost of the acquired asset. Zura has the right, but not the obligation to purchase up to 50% of the Series Seed Preferred Shares issued to Stone Peach at a price per share of $2.448869 for a period of two years from the date of the agreement (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 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. 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. See Note 13 for further information. In addition to the consideration transferred on December 8, 2022, the Company is obligated to pay $3.0 million to Lilly upon the completion of a financing by the Company with gross proceeds exceeding $100 million. The Company is further obligated to make 10 commercial, development and regulatory milestone payments up to an aggregate of $155.0 million and sales milestone payments up to an aggregate of $440.0 million based on respective thresholds of net sales of products developed from the licensed compound. The Company will also pay an annual earned royalty to Lilly at a marginal royalty rate between in the mid-single to low-double digits (less than 20%), with increasing rates based on Net Sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of the year. The Company will account for these contingent payments when they become due. As of December 31, 2023, none of the contingent payments were due. 2023 Lilly License On April 26, 2023, the Company’s newly-formed subsidiary ZB17 entered into a license agreement (the “2023 Lilly License” and, together with the 2022 Lilly License, the “Lilly Licenses”) with Lilly, for an exclusive license to develop, manufacture and commercialize a certain bispecific antibody relating to IL-17 and BAFF (“ZB-106”) in exchange for an upfront payment consisting of $5.8 million as well as 1,000,000 Class A Ordinary Shares issued at a fair value of $7.84 per Class A Ordinary Share. In addition, ZB17 will make a payment of $5.0 million upon the receipt of certain know-how, data, information and materials that Lilly is required to provide under the license agreement. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired is concentrated in a group of similar identifiable IPR&D assets. On the acquisition date, the compound licensed had not yet received regulatory approval and the in-process research and development did not have an alternative use. Accordingly, the Company expensed the entire cost of the 2023 Lilly License as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. As a finder’s fee for arranging the acquisition of the 2023 Lilly License, ZB17 granted to Stone Peach the right, but not the obligation, to purchase 4.99% of the fully diluted equity of ZB17 for $1.0 million (the “Stone Peach Call Right”). The Stone Peach Call Right is not exercisable until after the last patient is dosed in any single next clinical trial with ZB-106 and expires one year from the date of first indication approval for ZB-106 by the FDA or the European Medicines Agency (“EMA”). The Company recognized the Stone Peach Call Right at a grant-date fair value of $1.5 million as a component of research and development in the consolidated statement of operations during the year ended December 31, 2023. The Stone Peach Call Right represents noncontrolling interest in the Company’s subsidiary, ZB17. As of December 31, 2023 and 2022, the noncontrolling interest balance was $1.5 million and $-0-, respectively. As additional consideration, Stone Peach will receive annual payments first of $0.6 million, and increasing by 10% annually, so long as the Company maintains its license for ZB-106 and beginning on May 1, 2023. The Company will account for these annual payments when they become due. The Company recognized the first $0.6 million annual payment as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023. As a finder’s fee for arranging the acquisition of the 2023 Lilly License, the Company agreed to make a one-time milestone payment of $5.0 million to BAFFX17, Ltd (“BAFFX17”) upon the occurrence of either: (i) a change of control transaction, (ii) the closing of an issuance of equity or equity-linked securities by the Company of at least $100.0 million, (iii) the consummation of a sale of assets resulting in net proceeds in excess of $100.0 million, or (iv) the Company’s fully diluted shares outstanding exceed 52,500,000 shares (on a split adjusted basis) as measured on April 24 th In addition to the consideration transferred during the year ended 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 of products developed from ZB-106. The Company is also obligated to pay Lilly over a multi-year period (twelve years, or upon the later expiration of regulatory exclusivity of ZB-106 in a country) an annual earned royalty at a marginal royalty rate in the mid-single digits to low-double digits, with increasing rates depending on net sales in the respective calendar year, based on a percentage of sales within varying thresholds for a certain period of years. The Company is also obligated to pay BAFFX17 a fee equal to 3% of any milestone or royalty payments due to Lilly pursuant to the terms of either the 2022 Lilly License and the 2023 Lilly License with Lilly. Upon receiving written approval from the FDA, EMA, or similar regulatory authority of the Investigational New Drug (“IND”) and the commencement of a clinical trial in the applicable jurisdiction for ZB-106, Stone Peach will also receive a one-time payment of $4.5 million. Stone Peach will also receive a one-time milestone payment of $25 million upon either (i) certain equity-related transactions, or (ii) the receipt of regulatory approval from the applicable regulatory authority for any new indication in the applicable jurisdiction. Furthermore, Stone Peach was granted a royalty of 2% of the aggregate net sales of any products developed from the Compound. The Company will account for these contingent payments when they become due. As of December 31, 2023, 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”). The Cell Line License Agreement provides the Company with a non-exclusive, worldwide, sublicensable license to certain of WuXi Biologics’s know-how, cell line, and biological materials (the “WuXi Biologics Licensed Technology”) to manufacture, have manufactured, use, sell and import certain products produced through the use of the cell line licensed by WuXi Biologics under the Cell Line License Agreement (the “WuXi Biologics Licensed Products”). In consideration for the license, the Company agreed to pay WuXi Biologics a non-refundable license fee of $150,000 which is recognized as a component of research and development in the consolidated statement of operations for the year ended December 31, 2023 and is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023. Additionally, if the Company manufactures all of its commercial supplies of bulk drug product 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 | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 7. Convertible Preferred Shares and Shareholders’ Equity (Deficit) Business Combination Immediately prior to the Closing Date of the Business Combination, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. The shares were issued in accordance with the anti-dilution provision of the Pfizer Agreement. On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each Ordinary Share of Legacy Zura, par value $0.001 per share, Series A-1 convertible preferred share, outstanding option (whether vested or unvested), and restricted share unit (whether vested or unvested) were canceled and converted into a comparable number of awards that consisted of either the rights to receive or acquire the Company’s Class A Ordinary Shares, par value $0.0001 per share, as determined by the exchange ratio pursuant to the Business Combination Agreement. The exchange ratio is approximately 108.083. On March 16, 2023, in connection with the closing of the Business Combination and effective upon the Closing Date, the Company authorized 300,000,000 Class A Ordinary Shares, par value of $0.0001 and 1,000,000 preferred shares, par value of $0.0001. April 2023 Private Placement On April 26, 2023, the Company entered into its second PIPE subscription agreement (the “April 2023 Private Placement”) with certain accredited investors (the “Subscribers”), whereby the Company issued 15,041,530 Class A Ordinary Shares, par value $0.0001 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 3,782,000 Class A Ordinary Shares. Each Class A Ordinary Share was sold at a price of $4.25 per Class A Ordinary Share and each Pre-Funded Warrant was sold at a price of $4.249 per Pre-Funded Warrant for an aggregate purchase price of $80.0 million. See Note 8 for further information on the Pre-Funded Warrants. Series A-1 Convertible Preferred Shares Rights and Preferences Conversion Each Series A-1 convertible preferred share is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number shares of the Company’s Ordinary Shares, subject to adjustment. Each Series A-1 convertible preferred share will automatically be converted into a share of the Company’s Ordinary Shares, subject to adjustment, immediately upon the occurrence of an initial public offering with a gross aggregate subscription with respect to new Ordinary Shares of greater than $50.0 million. The Ordinary Shares resulting from this conversion will rank pari passu with the existing Ordinary Shares at the time of conversion. Anti-Dilution If the Company issues equity securities, other than pursuant to a share option plan, the Company shall issue such number of Series A-1 convertible preferred shares to Pfizer as necessary to maintain Pfizer’s ownership interest of 18%, until the Company raises in excess of $30.0 million in equity, where any capital raised above this threshold is not subject to anti-dilution. Upon the closing of the Business Combination, the anti-dilution provision was no longer in effect. Dividends The holders of shares of Series A-1 convertible preferred shares are entitled to receive dividends, of profits available for distribution as determined by the Company’s board of directors with the consent of the majority of the shareholders, payable on a pro rata, pari passu basis. No dividends have been declared by the Company’s board of directors. Liquidation In the event of any voluntary or involuntary liquidation or return of capital (other than a conversion, redemption or purchase of shares) of the Company, the holders of the Series A-1 convertible preferred shares are entitled to receive a liquidation preference prior to any distribution to the holders of Ordinary Shares in the amount $131 per share. Voting Rights The holders of the Series A-1 convertible preferred shares are entitled to one vote per share, unless the Series A-1 shares are convertible into a greater number of Ordinary Shares or the holders of Series A-1 convertible preferred shares are entitled to any anti-dilution shares, in which case the holders of Series A-1 convertible preferred shares are entitled to the number of votes that the holder would be entitled upon conversion to Ordinary Shares or after the issuance of the anti-dilution shares, respectively. Redemption Rights The Series A-1 convertible preferred shares are not mandatorily redeemable at the option of the holder. As of December 31, 2023, no convertible preferred shares were issued Prior to the Business Combination, Legacy Zura was authorized to issue Ordinary Shares and Series A-1 convertible preferred shares. The outstanding Ordinary Shares and Series A-1 convertible preferred shares of Legacy Zura are presented on the consolidated balance sheet and on the consolidated statement of changes in redeemable noncontrolling interest, convertible preferred shares, and shareholders’ equity (deficit) for the period from January 18, 2022 (date of inception) to December 31, 2022. Ordinary Shares Reserved for Issuance A summary of shares reserved for issuance as of December 31, 2023 is summarized below: December 31, 2023 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 Restricted Share Units 1,564,018 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 4,222,272 Shares available for grant under ESPP 4,029,898 Total shares reserved for issuance 34,199,249 |
Warrants_2
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 8. Warrants As the accounting acquirer, Zura Bio is deemed to have assumed 5,910,000 private placement warrants to purchase Class A Ordinary Shares that were held by JATT Ventures, L.P. (the “Sponsor”) at an exercise price of $11.50 and 6,899,996 public warrants to purchase Class A Ordinary Shares that were held by JATT’s public shareholders at an exercise price of $11.50. The public and private placement warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Public Warrants The public warrants became exercisable into Class A Ordinary Shares commencing 30 days after the Business Combination and expire five years from the date of the Business Combination, or earlier upon redemption or liquidation. Each warrant entitles the holder to purchase one share of the Company’s Class A Ordinary Shares at a price of $11.50 per share, subject to certain adjustments. The Company may redeem, with 30 days’ written notice, each whole outstanding public warrant for cash at a price of $0.01 per warrant if the Reference Value (as defined below) equals or exceeds $18.00 per share, subject to certain adjustments. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date at $11.50 per share, subject to certain adjustments. If the Company calls the public warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A Ordinary Shares for any twenty Private Placement Warrants The private placement warrants were identical to the public warrants, except that the private placement warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the private placement warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the public warrants. Pre-Funded Warrants In connection with the April 2023 Private Placement, the Company sold to accredited investors Pre-Funded Warrants to purchase up to 3,782,000 Class A Ordinary Shares at a price of $4.249 per Pre-Funded Warrant for an aggregate purchase price of approximately $16.1 million. Each Pre-Funded Warrant has an exercise price of $0.001 per Class A Ordinary Share and is exercisable for one Class A Ordinary Share at any time or times on or after April 26, 2023 until exercised in full. The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023: 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 As of December 31, 2023 |
Share-Based Compensation_2
Share-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 9. Share-Based Compensation On June 8, 2022, Legacy Zura’s board of directors approved two stock option plans, the UK Plan (the “UK Plan”) and the US Plan (the “US Plan”) (collectively, the “Option Plans”) which permit the granting of nonqualified share options to certain employees and directors. There were 1,501,165 Ordinary Shares available for issuance under the Option Plans, of which 383,371 Ordinary Shares were authorized for issuance under the US Plan. On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Equity Incentive Plan (the “Equity Incentive Plan”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The Equity Incentive Plan allows for the grant of share options, both incentive and nonqualified share options; stock appreciation rights (“SARS”), alone or in conjunction with other awards; restricted share 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 December 31, 2023, a maximum of 9,594,213 Class A Ordinary Shares may be issued under the Equity Incentive Plan. The Class A Ordinary Shares issuable under the Equity Incentive Plan are subject to an annual increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1, 2029, equal to the lesser of (i) 5.0% of the aggregate number of Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Class A Ordinary Shares or (iii) such smaller number of shares as is determined by the board. On March 16, 2023, JATT’s board of directors approved the Zura Bio Limited 2023 Employee Stock Purchase Plan (the “ESPP”) which became effective on the day immediately preceding the Closing Date of the Business Combination. The maximum number of Class A Ordinary Shares that may be issued under the ESPP is 4,029,898, plus an aggregate number of Class A Ordinary Shares that are added under the Equity Incentive Plan on January 1st of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2029, as discussed above. The ESPP enables eligible employees of the Company and designated affiliates to purchase Class A Ordinary Shares at a discount of 15%. As of December 31, 2023, no shares have been issued under the ESPP. Upon closing of the Business Combination, all equity awards of Legacy Zura that were issued and outstanding under the Option Plans were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A Ordinary Shares under the Equity Incentive Plan. As a result, each of Legacy Zura’s equity awards were converted into an option to purchase Class A Ordinary Shares of the Company based on an exchange ratio of approximately 108.083. Equity Incentive Plan Share Options The fair value of Equity Incentive Plan share options is estimated on the date of grant using the Black-Scholes option pricing model. The Company lacks significant company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s share options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following weighted-average assumptions were used to estimate the fair value of the Equity Incentive Plan share options issued during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022: For the Period from January 18, 2022 (date of For the Year Ended inception) to December, 2023 December 31, 2022 Share price $ 6.25 $ 0.77 Expected volatility 97.1 % 95.1 % Risk-free rate 3.6 % 3.0 % Expected life 6.1 years 5.9 years Expected dividend yield — % — % The following table summarizes the Company’s share option activity for the year ended December 31, 2023: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 2022 3,547 $ 90.50 9.4 $ 1,804 Recapitalization 379,824 (89.66) — — Options outstanding at December 31, 2022 383,371 0.84 9.4 1,804 Granted 6,004,144 2.11 — — Forfeited (596,450) 1.24 — — Options outstanding at December 31, 2023 5,791,065 $ 2.12 9.3 $ 17,752 Options vested and exercisable at December 31, 2023 1,470,572 $ 5.26 9.3 $ 949 Included in the table above are 45,611 PSOs that vested upon the Company raising external capital of $75 million or more. The milestone was considered outside of the Company’s control, and accordingly, the vesting of the PSOs were not considered probable until the financing event occurs. During the year ended December 31, 2023, the 45,611 PSOs became vested and an immaterial amount of share-based compensation expense was recognized in relation to these PSOs. Included in the table above are 2,483,135 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 year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was $5.79 and $1.35, 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 The following table sets forth the weighted-average assumptions used at the grant date to determine the fair value of the Company’s Market-Based Share Options granted during the year ended December 31, 2023. No Market-Based Share Options were granted during the period from January 18, 2022 (date of inception) to December 31, 2022: For the Year Ended December 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 year ended December 31, 2023 was approximately $0.5 million. Restricted Share Units The Company issued RSUs to certain employees, executives, and directors pursuant to the Equity Incentive Plan. The fair value has been estimated based on the closing price of the shares on the grant date. Weighted Average Number of Grant Date RSUs Fair Value Unvested RSUs at December 31, 2022 — $ — Granted 2,234,011 6.50 Forfeited (170,000) 6.84 Converted to RSAs (499,993) 8.16 Vested and unissued (1,000) 6.60 Unvested RSUs at December 31, 2023 1,563,018 $ 5.93 The expense recognized related to RSUs during the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was approximately $1.6 million and $-0-, respectively. Restricted Share Awards The Company converted RSUs 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 RSUs Fair Value Unvested RSAs at December 31, 2022 — $ — Converted from RSUs 499,993 8.16 Unvested RSAs at December 31, 2023 499,993 $ 8.16 The expense recognized related to RSAs during the year ended December 31, 2023 and period ended December 31, 2022 was approximately $0.6 million and $-0-, respectively. Equity Award Modification On April 7, 2023, the Company and its President and Chief Operating Officer (the “COO”) entered into an agreement regarding the COO’s departure from the Company (the “Severance Agreement”). In connection with Severance Agreement, 59,594 of the share options previously granted to the COO became fully vested and exercisable, with any shares purchased under the option subject to an 18-month lockup period. The Company recognized approximately $0.6 million of incremental share-based compensation during the year ended December 31, 2023 related to this share option modification. Other Share-based Compensation In accordance with the anti-dilution provisions of the Pfizer Agreement, Pfizer was issued additional Series A-1 convertible preferred shares upon the closing of the Business Combination that were immediately converted to 267,939 Class A Ordinary Shares. During the year ended December 31, 2023, the Company recognized expense in the amount of $2.2 million within research and development in the consolidated statement of operations, related to these Class A Ordinary Shares based on their grant-date fair value. Share-based Compensation Expense Share-based compensation expense for all equity arrangements for the year ended December 31, 2023 and the period from January 18, 2022 (date of inception) to December 31, 2022 was as follows: For the Period from For the Year January 18, 2022 Ended (date of inception) to December 31, December 31, 2023 2022 Research and development $ 2,978 $ — General and administrative 6,677 334 Total share-based compensation expense $ 9,655 $ 334 As of December 31, 2023, there was approximately $19.5 million of total unrecognized share-based compensation expense related to options granted to employees, executives, and directors under the Company’s equity plans that is expected to be recognized over a weighted average period of 3.0 years. As of December 31, 2023, there was approximately $7.9 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 3.4 years. As of December 31, 2023, there was approximately $3.2 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 3.2 years. |
Commitments and Contingencies_2
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 12. 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 Int_3
Redeemable Noncontrolling Interest | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 13. 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”). Stone Peach may exercise its Put Option at any time between the first anniversary and the second anniversary of the transaction. As it is not possible to specifically identify the shares that may be redeemed by exercising the Put Option, and the applicable unit of account is each share, the Company assessed that each share must be considered redeemable until the exercise or the expiration of the Put Option. Accordingly, the Z33 Series Seed Preferred Shares issued to Stone Peach represents redeemable noncontrolling interest. In April 2023, the Company agreed to, within six months of April 24, 2023, exercise its Call Option on 50% of the Z33 Series Seed Preferred Shares previously issued to Stone Peach. The Company agreed to settle its Call Option by issuing 2,000,000 Class A Ordinary Shares. The amended settlement terms represented an extinguishment and reissuance of the Z33 Series Seed Preferred Shares. The $10.9 million difference between the estimated fair value of the new instrument issued and the carrying value of the Z33 Series Seed Preferred Shares was recorded as a deemed dividend to the redeemable noncontrolling interest and as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders 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 December 31, 2023, the redeemable noncontrolling interest was accreted to its redemption value and the difference was recorded as an adjustment to net loss to arrive at net loss attributable to Class A ordinary shareholders for the year ended December 31, 2023 in the consolidated statement of operations. As of December 31, 2023 and 2022, the redeemable noncontrolling interest balance was $18.7 million and $10.0 million, respectively. |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 14. Subsequent Events The Company has evaluated subsequent events through March 27, 2024, the date the consolidated financial statements were available to be issued. Except for the matters described below, the Company has concluded that no other events or transactions have occurred that require disclosure in the consolidated financial statements. In January 2024, the Company entered into an employment agreement with Robert Lisicki, President and Chief Operating Officer. In conjunction with the employment agreement, the Company awarded 1,000,000 options to purchase Class A Ordinary Shares at an exercise price of $3.98 per option. The vesting of 400,000 of these options is conditional upon certain events subject to approval by the Board of Directors. On March 24, 2024, the Board of Directors approved a CEO transition from Someit Sidhu, Chief Executive Officer and Director, to Robert Lisicki, effective April 8, 2024. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of its consolidated subsidiaries. Other shareholders’ interests in the Company’s subsidiaries, Z33 Bio, Inc. (“Z33”) and ZB17 LLC (“ZB17”), are shown in the condensed consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. 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. | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements (the “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 consolidated financial statements as redeemable noncontrolling interest and noncontrolling interest, respectively. All intercompany balances and transactions have been eliminated in consolidation. |
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. | Use of Estimates The preparation of 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 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 consolidated financial statements relate to and include, but are not limited to, the fair value of Class A Ordinary Shares and other assumptions used to measure share-based compensation, the fair value of redeemable noncontrolling interest, the fair value of share-based consideration transferred for acquired assets, the fair value of contingent consideration, the fair value of the private placement warrants, and the fair value of the note payable. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration 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. | Risks and Uncertainties The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration (“FDA”) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company held deposits with this bank. As a result of the actions by the FDIC, the Company’s insured and uninsured deposits have been restored. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
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. | |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. | |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes offering costs consisting of direct, incremental legal, accounting and other fees. The deferred offering costs are offset against the proceeds from the transaction. Should the transaction be abandoned or not be considered probable, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. The Company had $-0- and $3.5 million of deferred offering costs on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. | |
Research and Development | Research and Development Research and development (“R&D”) expenses consist of all direct and indirect operating expenses supporting the processes and manufacturing in development, including consulting fees for clinical and manufacturing advisory services, costs related to manufacturing material for preclinical studies, payroll and benefits, which includes stock-based compensation, for research and development employees, licensing fees, and data and study acquisition costs. Expenses are recognized as an expense as the related goods are delivered or the services are performed. R&D expenses include the cost of in-process research and development (“IPR&D”) assets purchased in an asset acquisition transaction. IPR&D assets are expensed unless the assets acquired are deemed to have an alternative future use, provided that the acquired asset did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. Acquired IPR&D payments are immediately expensed in the period in which they are incurred and include upfront payments, as well as transaction fees and subsequent pre-commercial milestone payments. Research and development costs incurred after the acquisition are expensed as incurred. R&D expenses also include the remeasurement of the research and development license consideration liability. | |
Share-Based Compensation | Share-Based Compensation The Company accounts for all share-based payments to employees and non-employees, including grants of share options, share options with non-market performance conditions (“PSOs”), share options with market-based performance conditions, restricted share units, and restricted share awards based on their respective grant date fair values. Share options that vest immediately and have a nominal exercise price are valued based on the fair value of the Company’s Class A Ordinary Shares on the date of grant. The Company estimates the fair value of share option grants using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company expenses share-based compensation related to share options with only service conditions over the requisite service period on a straight-line basis. The Company will record share-based compensation expense for the PSOs when the Company’s management deems it probable that the performance conditions will be satisfied. The Company estimates the fair value of share option grants with market-based performance conditions using a Monte-Carlo simulation model. For share option grants with market-based performance conditions, the Company recognizes share-based compensation expense as the requisite service is rendered by the employee, regardless of when, if ever, the market-based performance conditions are satisfied. The share-based compensation costs are recorded in research and development and general and administrative expenses in the consolidated statements of operations. Forfeitures are recorded as they occur. | |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Accounting Standards Codification (“ASC”) 740, Income Taxes | |
Warrants | Warrants As part of the Business Combination, the Company assumed JATT’s public warrant and private placement warrant liabilities. As a result of the recapitalization, the settlement provisions of the public warrants no longer preclude equity classification and the public warrants were reclassified to equity following the Business Combination. As part of the April 2023 Private Placement, the Company sold pre-funded warrants (the “Pre-Funded Warrants”) to certain accredited investors. The Pre-Funded Warrants were classified as equity instruments. Classification of the public and pre-funded warrants as equity instruments and the private placement warrants as liability instruments is based on management’s analysis of the guidance in ASC 815. The Company measures the private placement warrant liability at fair value each reporting period with the change in fair value recorded as other (expense) income in the consolidated statements of operations. The Company measured the public warrants at the fair value of the equity instruments as of the Closing Date of the Business Combination. The Company measured the pre-funded warrants at the fair value of the equity instruments as of the date of the April 2023 Private Placement. See Note 8 for additional information. | |
Noncontrolling Interest | Noncontrolling Interest During April 2023, the Company’s consolidated subsidiary, ZB17, issued a share-based payment award to a third party in connection with 2023 Lilly License representing a noncontrolling interest (see Note 6 for additional information). A noncontrolling interest in a subsidiary is considered an ownership interest in a majority-owned subsidiary that is not attributable to the parent. The Company includes noncontrolling interest as a component of total shareholders’ equity (deficit) on the Company’s consolidated balance sheets. The option to acquire ZB17 ownership interests do not provide the option-holder with rights to participate in the profits and losses of the subsidiary prior to the exercise of the option. | |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest In 2022, the Company’s consolidated subsidiary, Z33, issued 4,900,222 shares of Z33 Series Seed Preferred Shares to Stone Peach representing a noncontrolling interest (see Note 13 for additional information). The Z33 Series Seed Preferred Shares issued to Stone Peach contain put features and are considered redeemable until the exercise or the expiration of the put features. The redeemable noncontrolling interests are classified outside of permanent equity on the Company’s consolidated balance sheets. The redeemable noncontrolling interest is measured at the higher of (1) its initial carrying amount, increased or decreased for the noncontrolling interest’s share of Z33’s net income or loss, or (2) the redemption price. | |
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 | 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, including Pre-Funded Warrants, 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 periods presented. Since the Company had a net loss in the periods presented, basic and diluted net loss per share are the same. The table following provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, December 31, 2023 2022 Convertible Preferred Shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 383,371 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 — Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,543,018 — Restricted Share Awards 499,993 Total 22,644,072 13,893,786 |
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. | Recently Adopted Accounting Pronouncements In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement Fair Value Measurement |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Schedule of potentially dilutive securities not included in the calculation of the diluted net loss per common share because to do so would be anti-dilutive | 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 | December 31, December 31, 2023 2022 Convertible Preferred Shares — 13,510,415 Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares 12,809,996 383,371 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 — Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right 2,000,000 — Restricted Share Units 1,543,018 — Restricted Share Awards 499,993 Total 22,644,072 13,893,786 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 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 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: Note payable $ — $ — $ 7,756 $ 7,756 Research and development license consideration $ — $ — $ 2,634 $ 2,634 Total $ — $ — $ 10,390 $ 10,390 |
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 | December 31, 2023 Balance at December 31, 2022 $ 7,756 Remeasurement of the Note to settlement value upon the Closing of the Business Combination 2,244 Settlement of the Note (10,000) Balance at December 31, 2023 $ — December 31, 2023 Balance at December 31, 2022 $ 2,634 Remeasurement of the liability to settlement value upon the Closing of the Business Combination 1,854 Settlement of the liability (4,488) Balance at December 31, 2023 $ — Balance at December 31, 2022 $ — Assumption of private placement warrants 1,714 Change in fair value (724) Balance at December 31, 2023 $ 990 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | December 31, 2023 December 31, 2022 1 Accrued 2023 Lilly License costs $ 10,000 $ — Accrued research and development costs 6,091 490 Accounts payable 2,749 2,010 Accrued bonus 1,201 141 Accrued consulting fees 150 451 Other accrued expenses 111 681 Accrued offering costs — 655 Total accounts payable and accrued expenses $ 20,302 $ 4,428 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | December 31, 2023 Shares issuable upon exercise of options to purchase Class A Ordinary Shares 5,791,065 Restricted Share Units 1,564,018 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 4,222,272 Shares available for grant under ESPP 4,029,898 Total shares reserved for issuance 34,199,249 |
Warrants (Tables)_2
Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | The following table presents the number of warrants outstanding, their exercise price, and expiration dates as of December 31, 2023: 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 (Tab_2
Share-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | Weighted Average Number of Grant Date RSUs Fair Value Unvested RSUs at December 31, 2022 — $ — Granted 2,234,011 6.50 Forfeited (170,000) 6.84 Converted to RSAs (499,993) 8.16 Vested and unissued (1,000) 6.60 Unvested RSUs at December 31, 2023 1,563,018 $ 5.93 |
Schedule of restricted share awards | Weighted Average Number of Grant Date RSUs Fair Value Unvested RSAs at December 31, 2022 — $ — Converted from RSUs 499,993 8.16 Unvested RSAs at December 31, 2023 499,993 $ 8.16 | |
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 | For the Period from For the Year January 18, 2022 Ended (date of inception) to December 31, December 31, 2023 2022 Research and development $ 2,978 $ — General and administrative 6,677 334 Total share-based compensation expense $ 9,655 $ 334 |
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 | For the Year Ended December 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 — % — % | For the Period from January 18, 2022 (date of For the Year Ended inception) to December, 2023 December 31, 2022 Share price $ 6.25 $ 0.77 Expected volatility 97.1 % 95.1 % Risk-free rate 3.6 % 3.0 % Expected life 6.1 years 5.9 years Expected dividend yield — % — % |
Schedule of company's share option activity | Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 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 | Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Price Contractual Value Options (per share) Life (Years) (in thousands) Options outstanding at December 31, 2022 3,547 $ 90.50 9.4 $ 1,804 Recapitalization 379,824 (89.66) — — Options outstanding at December 31, 2022 383,371 0.84 9.4 1,804 Granted 6,004,144 2.11 — — Forfeited (596,450) 1.24 — — Options outstanding at December 31, 2023 5,791,065 $ 2.12 9.3 $ 17,752 Options vested and exercisable at December 31, 2023 1,470,572 $ 5.26 9.3 $ 949 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||||
Restricted share units | 23,714,652 | 15,251,922 | 22,644,072 | 13,893,786 |
Convertible Preferred Shares | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 13,510,415 | |||
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 | 12,809,996 | 383,371 |
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 | 5,791,065 | |
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 2,000,000 | 2,000,000 | ||
Restricted Share Units | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 1,421,473 | 499,993 | 1,543,018 | |
Restricted Share Awards | ||||
Summary of Significant Accounting Policies | ||||
Restricted share units | 374,995 | 499,993 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | |||
Financial liabilities | $ 10,390 | ||
Transfers between level 1 and level 2 | $ 0 | $ 0 | 0 |
Transfers level 2 and level 3 | 0 | 0 | 0 |
Transfers into or out of level 3 | 0 | 0 | 0 |
Private placement warrants | |||
Fair Value Measurements | |||
Financial liabilities | 1,596 | 990 | |
Note payable | |||
Fair Value Measurements | |||
Financial liabilities | 7,756 | ||
Research and development license consideration | |||
Fair Value Measurements | |||
Financial liabilities | 2,634 | ||
Cash equivalents | |||
Fair Value Measurements | |||
Financial assets | 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 | |
Level 3 | |||
Fair Value Measurements | |||
Financial liabilities | 10,390 | ||
Level 3 | Note payable | |||
Fair Value Measurements | |||
Financial liabilities | 7,756 | ||
Level 3 | Research and development license consideration | |||
Fair Value Measurements | |||
Financial liabilities | $ 2,634 |
Fair Value Measurements - Not_2
Fair Value Measurements - Note payable (Details) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Mar. 20, 2023 USD ($) | Dec. 08, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 08, 2023 USD ($) | |
Short-Term Debt [Line Items] | |||||||
Settlement of note payable | $ 10,000 | $ 10,000 | |||||
Change in fair value of note payable | 2,244 | $ 156 | $ 2,244 | $ 200 | |||
Proceeds form issuance of note | $ 7,600 | ||||||
Note payable | |||||||
Short-Term Debt [Line Items] | |||||||
Percentage of interest rate | 9% | ||||||
Maturity term | 12 months | ||||||
Number of Days After the Date of Business Combination for Maturity Term | 5 days | ||||||
Percentage of the Face Amount Including Accrued Interest Payable if the Business Combination Not Consummated | 120% | ||||||
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 | $ 10,000 | |||||
Percentage of Principal Amount Payable for Waiving the Acceleration Right in Consideration | 125% | ||||||
Weighted average discount rate | |||||||
Short-Term Debt [Line Items] | |||||||
Measurement input | 0.090 | 0.090 | |||||
Weighted average time to repayment | |||||||
Short-Term Debt [Line Items] | |||||||
Measurement input | 0.006 | 0.006 |
Fair Value Measurements - Res_2
Fair Value Measurements - Research and development license consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||||
Aggregate fair value of the shares issued | $ 4,488 | $ 4,488 | ||
Summary of changes in the estimated fair value | ||||
Beginning balance | $ 990 | 7,756 | 7,756 | |
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 606 | (724) | ||
Settlement of the liability | (10,000) | |||
Ending balance | $ 1,596 | 990 | $ 7,756 | |
Loss on the remeasurement of the research and development license consideration liability | 1,900 | $ 1,900 | 200 | |
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 | 550,000 | ||
Aggregate fair value of the shares issued | $ 4,500 | $ 4,500 | ||
Fair value per issued share | $ 8.16 | $ 8.16 | ||
Summary of changes in the estimated fair value | ||||
Beginning balance | $ 2,634 | $ 2,634 | ||
Remeasurement of the Note to settlement value upon the Closing of the Business Combination | 1,854 | |||
Settlement of the liability | $ (4,488) | |||
Ending balance | $ 2,634 | |||
Research and development license consideration | Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | ||||
Fair Value Measurements | ||||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 | 4,702,867 | ||
Fair value per share | $ 0.15 | |||
Research and development license consideration | JATT Acquisition Corp | Class A Ordinary shares | ||||
Fair Value Measurements | ||||
Fair value per share | $ 7.66 |
Fair Value Measurements - Pri_2
Fair Value Measurements - Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 990 | $ 7,756 | $ 7,756 |
Assumption of private placement warrants | 1,714 | ||
Change in fair value | 606 | $ (724) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain from the change in fair value of the private placement warrants | ||
Ending balance | 1,596 | $ 990 | |
Gain from the change in fair value of the private placement warrants | 606 | (177) | (724) |
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 | $ 700 |
Accounts Payable and Accrued _6
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses | |||
Accrued 2023 Lilly License costs | $ 5,000 | $ 10,000 | |
Accrued research and development costs | 7,246 | 6,091 | $ 490 |
Accounts payable | 1,485 | 2,749 | 2,010 |
Accrued bonus | 390 | 1,201 | 141 |
Accrued consulting fees | 150 | 451 | |
Other accrued expenses | 553 | 261 | |
Accrued offering costs | 655 | ||
Total accounts payable and accrued expenses | $ 14,674 | $ 20,302 | $ 4,428 |
License Agreements (Details)_2
License Agreements (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 22, 2022 USD ($) payment shares | Jul. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | |
License Agreements | |||||
Number of development and regulatory milestone payments | payment | 12 | ||||
Series A-1 convertible preferred shares authorized (in shares) | shares | 0 | 13,510,415 | |||
Payments of non-refundable license fee | $ 150,000 | ||||
Lonza milestone payment | Accounts Payable and Accrued Liabilities | |||||
License Agreements | |||||
Annual milestone payment, due and payable | $ 400,000 | $ 400,000 | |||
Agreement with Pfizer | |||||
License Agreements | |||||
Amount of cash transferred | $ 5,000,000 | ||||
Number of shares transferred | shares | 2,702,083 | ||||
Percentage of interest | 20% | ||||
Value allocated to in-process research and development | $ 7,500,000 | ||||
Number of development and regulatory milestone payments | payment | 11 | ||||
Maximum amount of development and regulatory milestone payments | $ 70,000,000 | ||||
Maximum amount of sales milestone payments | $ 525,000,000 | ||||
Maximum annual earned royalty at a marginal royalty rate | 20% | ||||
Percentage of anti-dilution provisions to be maintained | 18% | ||||
Series A-1 convertible preferred shares authorized (in shares) | shares | 267,939 | ||||
Development Of research and development | $ 1,000,000 | $ 1,000,000 |
License Agreements - 2022 Lil_2
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 | $ 4,488,000 | |||||
Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | |||||||
License Agreements | |||||||
Number of shares transferred | 4,900,222 | ||||||
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 | 4,900,222 | |||||
Right but not the obligation for purchase of issued shares, maximum percentage | 50% | 50% | |||||
Purchase price per share | $ 2.448869 | $ 2.448869 | |||||
Threshold period from the date of agreement for purchase of issued shares | 2 years | 6 months | 2 years | ||||
Right but not the obligation to sell the issued shares, maximum percentage | 50% | 50% | |||||
Selling price per share | $ 2.040724 | $ 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 | $ 7,000,000 | ||||||
Number of Class A ordinary shares agreed to issue upon the closing of the business combination | 33 | 550,000 | |||||
Issuance of ordinary shares to settle research and development license consideration liability | 33 | 550,000 | |||||
Aggregate fair value of the shares issued | $ 4,500,000 | ||||||
Amount of obligation to pay upon the completion of financing | 3,000,000 | ||||||
Minimum gross proceeds from financing for obligation to pay | $ 100,000,000 | ||||||
Maximum amount of development and regulatory milestone payments | 155,000,000 | ||||||
Maximum amount of sales milestone payments | $ 440,000,000 | ||||||
Maximum annual earned royalty at a marginal royalty rate | 20% | ||||||
Contingent payments due | $ 0 | $ 0 | |||||
License agreement with Lilly | Shares issuable upon exercise of Z33 Series Seed Preferred Shares Put Right | |||||||
License Agreements | |||||||
Issuance of Z33 series seed preferred shares if the business combination was not consummated | 4,702,867 | ||||||
License agreement with Lilly | Stone Peach Properties, LLC | |||||||
License Agreements | |||||||
Contingent payments due | $ 0 | $ 0 |
License Agreements - 2023 Lil_2
License Agreements - 2023 Lilly License (Details) | 3 Months Ended | 12 Months Ended | |||||
Apr. 26, 2023 USD ($) $ / shares shares | Apr. 24, 2023 shares | Dec. 08, 2022 USD ($) | Mar. 22, 2022 payment | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) payment shares | Dec. 31, 2022 USD ($) shares | |
License Agreements | |||||||
Value of issued call right | $ 1,541,000 | ||||||
Noncontrolling interest balance | $ 1,541,000 | $ 1,541,000 | $ 0 | ||||
Percentage of annual increase in payment | 10% | ||||||
Number of development and regulatory milestone payments | payment | 12 | ||||||
ZB17 LLC | |||||||
License Agreements | |||||||
Upfront cash payment | $ 5,800,000 | ||||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 1,000,000 | ||||||
Fair value per share | $ / shares | $ 7.84 | ||||||
Amount payable upon receipt of certain know-how, data, information and materials | $ 5,000,000 | ||||||
Stone Peach Properties, LLC | Shares issuable upon exercise of Z33 Series Seed Preferred Shares 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 | $ 7,000,000 | ||||||
Issuance of ordinary shares to settle research and development license consideration liability | shares | 33 | 550,000 | |||||
Maximum amount of development and regulatory milestone payments | $ 155,000,000 | ||||||
Maximum amount of sales milestone payments | $ 440,000,000 | ||||||
Contingent payments due | $ 0 | $ 0 | |||||
License agreement with Lilly | BAFFX17, Ltd | |||||||
License Agreements | |||||||
Number of development and regulatory milestone payments | payment | 4 | ||||||
Maximum amount of development and regulatory milestone payments | $ 155,000,000 | ||||||
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 | $ 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% | 4.99% | |||||
Value of issued call right | $ 1,000,000 | $ 1,000,000 | |||||
Expiry term from the date of regulatory approval milestone | 1 year | 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 | |||||
Percentage of annual increase in payment | 10% | ||||||
License agreement with Lilly | Stone Peach Properties, LLC | Research and development | ZB17 LLC | |||||||
License Agreements | |||||||
Annual amount of payment | $ 600,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Mar. 22, 2022 USD ($) Vote $ / shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Mar. 20, 2023 $ / shares shares | Mar. 16, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares |
Shareholders' Equity | ||||||
Number of Class A ordinary shares on conversion | shares | 267,939 | |||||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Exchange ratio for Class A ordinary shares pursuant to the business combination | shares | 108.083 | 108.083 | 108.083 | 108.083 | ||
Class A ordinary shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | 1,884,649 | ||
Preferred shares, shares authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | 0 | ||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series A-1 convertible preferred shares, minimum gross aggregate subscription with respect to new Ordinary Shares required for conversion | $ | $ 50,000 | |||||
Series A-1 convertible preferred shares, dividends declared | $ | $ 0 | |||||
Series A-1 convertible preferred shares, liquidation preference per share | $ / shares | $ 131 | |||||
Series A-1 convertible preferred shares, number of votes per share | Vote | 1 | |||||
Legacy Zura | ||||||
Shareholders' Equity | ||||||
Class A ordinary shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | |||||
License Agreement and a Series A-1 Subscription and Shareholder's Agreement with Pfizer [Member] | ||||||
Shareholders' Equity | ||||||
Anti-Dilution, percentage of ownership interest to be maintained | 18% | |||||
Minimum value of capital to be raised for not being subject to anti-dilution | $ | $ 30,000 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares Reserved for Issuance (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Shareholders' Equity | ||
Shares reserved for issuance | 33,996,674 | 34,199,249 |
Equity Incentive Plan | ||
Shareholders' Equity | ||
Shares reserved for issuance | 2,824,119 | 4,222,272 |
Shares available for grant under ESPP | ||
Shareholders' Equity | ||
Shares reserved for issuance | 4,029,898 | 4,029,898 |
Shares issuable upon exercise of Z33 Put Right | ||
Shareholders' Equity | ||
Shares reserved for issuance | 2,000,000 | 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 | 16,591,996 |
Shares issuable upon exercise of options to purchase Class A Ordinary Shares | ||
Shareholders' Equity | ||
Shares reserved for issuance | 7,108,188 | 5,791,065 |
Restricted Share Units | ||
Shareholders' Equity | ||
Shares reserved for issuance | 1,442,473 | 1,564,018 |
Warrants (Details)_2
Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 26, 2023 $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2024 D $ / shares shares | Dec. 31, 2023 USD ($) D $ / shares shares | |
Warrants | ||||
Number of warrants exercised or redeemed | shares | 0 | |||
Public Warrants expiration term | 5 years | 5 years | ||
Aggregate purchase price | $ | $ 16,070 | |||
Public warrants | ||||
Warrants | ||||
Warrants exercisable term from the completion of business combination | 30 days | 30 days | ||
Public Warrants expiration term | 5 years | 5 years | ||
Number of Class A ordinary shares upon exercise of each warrant | shares | 1 | 1 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Fair value per share | $ 0.01 | $ 0.01 | ||
Stock price trigger for redemption of public warrants | 18 | 18 | ||
Redemption price per public warrant (in dollars per share) | $ 11.50 | $ 11.50 | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | 30 | ||
Public warrants | JATT | ||||
Warrants | ||||
Warrants outstanding | shares | 6,899,996 | 6,899,996 | ||
Exercise price of warrants | $ 11.50 | |||
Private placement warrants | ||||
Warrants | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | ||
Private placement warrants | JATT | ||||
Warrants | ||||
Warrants outstanding | shares | 5,910,000 | 5,910,000 | ||
Exercise price of warrants | $ 11.50 | |||
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 | $ 0.001 | |||
Sale price per warrant | $ 4.249 | $ 4.249 | ||
Aggregate purchase price | $ | $ 16,100 | |||
Private Placement | Class A Ordinary shares | Pre-Funded Warrants | Subscription Agreement | Maximum | ||||
Warrants | ||||
Number of warrants issued to purchase shares | shares | 3,782,000 | 3,782,000 |
Warrants - Number of warrants_2
Warrants - Number of warrants outstanding, exercise price, and expiration dates (Details) - Pre-Funded Warrants - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Warrant issued 6,899,996 exercise price 11.50 | ||
Warrants | ||
Warrants Issued | 6,899,996 | 6,899,996 |
Exercise Price | $ 11.50 | $ 11.50 |
Warrant issued 5,910,000 exercise price 11.50 | ||
Warrants | ||
Warrants Issued | 5,910,000 | 5,910,000 |
Exercise Price | $ 11.50 | $ 11.50 |
Warrant issued 3,782,000 exercise price 0.001 | ||
Warrants | ||
Warrants Issued | 3,782,000 | 3,782,000 |
Exercise Price | $ 0.001 | $ 0.001 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jan. 01, 2024 shares | Jun. 01, 2023 shares | Mar. 16, 2023 shares | Jun. 08, 2022 Options shares | Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2023 $ / shares shares | |
UK Plan | ||||||||
Weighted-average assumptions used to estimate the fair value | ||||||||
Number of Class A Ordinary Shares available for issuance | 1,501,165 | |||||||
Number of stock option plans approved | Options | 2 | |||||||
US Plan | ||||||||
Weighted-average assumptions used to estimate the fair value | ||||||||
Number of Class A Ordinary Shares available for issuance | 383,371 | |||||||
Equity Incentive Plan 2023 | ||||||||
Share-Based Compensation | ||||||||
Percentage of discount for eligible employees | 5% | |||||||
Number of shares issued | 8,059,796 | 1,519,698 | 6,004,144 | |||||
Weighted-average assumptions used to estimate the fair value | ||||||||
Share price | $ / shares | 3.53 | 8.16 | 0.77 | 6.25 | ||||
Expected volatility | 107% | 96.50% | 95.10% | 97.10% | ||||
Risk-free rate | 4.10% | 3.58% | 3% | 3.60% | ||||
Expected life | 6 years | 6 years 1 month 6 days | 5 years 10 months 24 days | 6 years 1 month 6 days | ||||
Equity Incentive Plan 2023 | Class A Ordinary shares | ||||||||
Share-Based Compensation | ||||||||
Share based compensation arrangement | 5,564,315 | |||||||
Equity Incentive Plan 2023 | Class A Ordinary shares | Maximum | ||||||||
Share-Based Compensation | ||||||||
Share based compensation arrangement | 9,594,213 | 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 | 0 |
Share-Based Compensation - Sh_3
Share-Based Compensation - Share option activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 16, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Aggregate Intrinsic Value | |||||||
Share-based compensation expense | $ 2,409,000 | $ 2,366,000 | $ 334,000 | $ 9,655,000 | |||
Aggregate purchase price | $ 75,800,000 | $ 59,724,000 | |||||
PSO | |||||||
Number of Options | |||||||
Exercise of stock options, net of forfeited shares (in Shares) | 45,611 | ||||||
Aggregate Intrinsic Value | |||||||
Share-based compensation expense | $ 45,611,000 | ||||||
Aggregate purchase price | $ 75,000,000 | ||||||
Equity Incentive Plan 2023 | |||||||
Number of Options | |||||||
Beginning balance | 5,791,065 | 383,371 | 383,371 | ||||
Granted | 8,059,796 | 1,519,698 | 6,004,144 | ||||
Forfeited | (202,575) | (596,450) | |||||
Ending balance | 7,108,188 | 383,371 | 5,791,065 | 383,371 | |||
Options vested and exercisable | 1,745,311 | 1,470,572 | |||||
Weighted Average Exercise Price | |||||||
Beginning balance | $ 2.12 | $ 0.84 | $ 0.84 | ||||
Granted | 3.98 | 2.11 | |||||
Forfeited | 1.20 | 1.24 | |||||
Ending balance | 2.55 | $ 0.84 | 2.12 | $ 0.84 | |||
Options vested and exercisable | $ 4.66 | $ 5.26 | |||||
Weighted Average Remaining Contractual Life | |||||||
Options outstanding | 9 years 2 months 12 days | 9 years 3 months 18 days | 9 years 4 months 24 days | ||||
Options vested and exercisable | 9 years | 9 years 3 months 18 days | |||||
Aggregate Intrinsic Value | |||||||
Options outstanding | $ 8,812,000 | $ 1,804,000 | $ 17,752,000 | $ 1,804,000 | |||
Options vested and exercisable | $ 786,000 | $ 949,000 | |||||
Number of shares issued | 8,059,796 | 1,519,698 | 6,004,144 | ||||
Exercise price of shares granted | $ 3.98 | $ 2.11 | |||||
Equity Incentive Plan 2023 | Directors Executives And Employees | Options | |||||||
Number of Options | |||||||
Granted | 2,280,560 | 2,483,135 | |||||
Weighted Average Exercise Price | |||||||
Granted | $ 2.91 | 7.65 | $ 1.35 | $ 5.79 | |||
Aggregate Intrinsic Value | |||||||
Number of shares issued | 2,280,560 | 2,483,135 | |||||
Exercise price of shares granted | $ 2.91 | $ 7.65 | $ 1.35 | $ 5.79 |
Share-Based Compensation - Ma_2
Share-Based Compensation - Market-Based Performance Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Mar. 20, 2023 | Mar. 16, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Share-Based Compensation | ||||||
Expense recognized | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | ||
Equity Incentive Plan 2023 | ||||||
Share-Based Compensation | ||||||
Number of shares issued | 8,059,796 | 1,519,698 | 6,004,144 | |||
Exercise price of shares granted | $ 3.98 | $ 2.11 | ||||
Expected volatility | 107% | 96.50% | 95.10% | 97.10% | ||
Risk-free rate | 4.10% | 3.58% | 3% | 3.60% | ||
Expected life | 6 years | 6 years 1 month 6 days | 5 years 10 months 24 days | 6 years 1 month 6 days | ||
Market-Based Share Options | ||||||
Share-Based Compensation | ||||||
Number of shares issued | 306,373 | 0 | 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% | 80% | ||||
Risk-free rate | 3.60% | 3.60% | ||||
Expected life | 2 years 2 months 12 days | 2 years 2 months 12 days | ||||
Fair value per Market-Based Share Options | $ 4.66 | $ 4.66 | ||||
Expense recognized | $ 200 | $ 0 | $ 500 |
Share-Based Compensation - Re_3
Share-Based Compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Weighted Average Grant Date Fair Value | ||||
Expense recognized | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 |
Restricted Share Units | ||||
Number of RSUs | ||||
Beginning balance | 1,563,018 | |||
Granted | 2,234,011 | |||
Forfeited | (170,000) | |||
Converted to RSAs | (499,993) | |||
Vested | (121,545) | (1,000) | ||
Ending balance | 1,441,473 | 1,563,018 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning balance | $ 5.93 | |||
Granted | $ 6.50 | |||
Forfeited | 6.84 | |||
Converted to RSAs | 8.16 | |||
Vested | 5.24 | 6.60 | ||
Ending balance | $ 5.95 | $ 5.93 | ||
Expense recognized | $ 600 | $ 0 | $ 1,600 |
Share-Based Compensation - Re_4
Share-Based Compensation - Restricted Share Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted Average Grant Date Fair Value | |||||
Expense recognized | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | |
Restricted Share Awards | |||||
Number of RSUs | |||||
Beginning balance | 499,993 | ||||
Vested | (124,998) | ||||
Converted to RSAs | 499,993 | ||||
Ending balance | 374,995 | 499,993 | |||
Weighted Average Grant Date Fair Value | |||||
Beginning balance | $ 8.16 | ||||
Vested | 8.16 | ||||
Converted to RSAs | $ 8.16 | ||||
Ending balance | $ 8.16 | $ 8.16 | |||
Expense recognized | $ 300 | $ 0 | $ 600 | $ 0 |
Share-Based Compensation - Eq_2
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_4
Share-Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation | |||||
Share-based compensation expense | $ 2,409 | $ 2,366 | $ 334 | $ 9,655 | |
Options | |||||
Share-Based Compensation | |||||
Unrecognized share-based compensation expense | $ 20,500 | $ 19,500 | |||
Share-based compensation expense expected to be recognized over a weighted average period | 3 years 1 month 6 days | 3 years | |||
Restricted Share Units | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 600 | 0 | $ 1,600 | ||
Unrecognized share-based compensation expense | $ 6,600 | $ 7,900 | |||
Share-based compensation expense expected to be recognized over a weighted average period | 3 years 2 months 12 days | 3 years 4 months 24 days | |||
Restricted Share Awards | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 300 | 0 | $ 600 | $ 0 | |
Unrecognized share-based compensation expense | $ 3,000 | $ 3,200 | |||
Share-based compensation expense expected to be recognized over a weighted average period | 3 years | 3 years 2 months 12 days | |||
Research and development | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 433 | 2,186 | $ 2,978 | ||
General and administrative | |||||
Share-Based Compensation | |||||
Share-based compensation expense | $ 1,976 | $ 180 | $ 334 | $ 6,677 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Redeemable noncontrolling interest | $ 11,663 | $ 18,680 | $ 10,000 | ||
Deemed dividend to redeemable noncontrolling interest | $ (10,875) | ||||
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 | Call Option [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Maximum percentage of shares that can be purchased in an option | 50% | ||||
Purchase price per share | $ 2.448869 | ||||
Term of call option | 2 years | ||||
Settlement term | 6 months | ||||
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 | Series Seed Preferred Shares | Put Option [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Maximum percentage of shares that can be purchased in an option | 50% | ||||
Purchase price per share | $ 2.040724 | $ 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 dividend to the redeemable noncontrolling interest | $ 10,900 | ||||
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 | ||||
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)_2
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 18, 2024 | Apr. 30, 2023 | Dec. 31, 2023 | |
Subsequent Events | |||
Proceeds from issuance of Ordinary Shares in connection with April 2023 Private Placement, net of $4.2 million of transaction costs | $ 75,800 | $ 59,724 | |
Subsequent Events | 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 | $ 108,300 | ||
Exercise price of warrants | $ 0.001 | ||
Subsequent Events | April 2024 Investor Agreements | Class A Ordinary Shares | Private Placement | |||
Subsequent Events | |||
Number of warrants issued | 18,732,301 | ||
Price per share | $ 0.0001 | ||
Warrants Issued | 16,102,348 | ||
Price per warrant | $ 3.108 | ||
Subsequent Events | April 2024 Investor Agreements | Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares | |||
Subsequent Events | |||
Price per warrant | $ 3.107 | ||
Subsequent Events | 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 | 18,732,301 | ||
Subsequent Events | 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 | $ 4,200 | ||
Subsequent Events | 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 | $ 112,500 | ||
Subsequent Events | April 2024 Private Placement | Class A Ordinary Shares | Private Placement | Officers, Director And Affiliates | |||
Subsequent Events | |||
Number of warrants issued | 1,357,827 | ||
Price per share | $ 0.0001 | ||
Price per warrant | $ 3.13 |