Zura Bio Ltd appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


The information set forth in the sections titled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.


Zura Bio Limited 2023 Equity Incentive Plan


At the Extraordinary General Meeting, the JATT shareholders considered and approved the Equity Incentive Plan. The Equity Incentive Plan was previously approved, subject to shareholder approval, by JATT's board of directors. The Equity Incentive Plan became effective immediately upon the Closing Date. The Equity Incentive Plan initially makes available for issuance a maximum number of 4,029,898 Company Class A Ordinary Shares. Additionally, the number of shares reserved for issuance under the Equity Incentive Plan will automatically increase on January 1st of each year, beginning on January 1, 2024 and continuing through and including January 1, 2029, in an amount equal to the lesser of (i) five percent (5%) of the Company Class A Ordinary Shares outstanding on the final day of the immediately preceding calendar year, (ii) 8,059,796 Company Class A Ordinary Shares or (iii) such smaller number of shares as determined by the Company's board of directors.


A summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled "Proposal 5-The Equity Incentive Plan Proposal" beginning on page 157 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.11 and incorporated herein by reference.


Zura Bio Limited 2023 Employee Stock Purchase Plan


At the Extraordinary General Meeting, the JATT shareholders considered and approved the ESPP. The ESPP was previously approved, subject to shareholder approval, by JATT's board of directors. The ESPP became effective immediately upon the Closing Date. The maximum number of Company Class A Ordinary Shares that may be issued under the ESPP is 4,029,898, plus the aggregate number of Company 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.


A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled "Proposal 7-The ESPP Proposal" beginning on page 167 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.12 and incorporated herein by reference.


Appointment of New Directors


At the Extraordinary General Meeting, the JATT shareholders elected seven directors that took office upon consummation of the Business Combination. Someit Sidhu, our Chief Executive Officer, was elected as a director and Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham were elected as non-employee directors. Each director's term will expire at the annual meeting of shareholders to be held in 2024. The Board has determined that each of Amit Munshi, Sandeep Kulkarni, Garry Neil, Steve Schoch, Jennifer Jarrett and Neil Graham is "independent" as that term is defined under the Nasdaq listing standards.


Additional information regarding the Company's directors and executive officers is set forth in the Proxy Statement/Prospectus in the section titled "Combined Company Management and Governance After the Business Combination" beginning on page 276 of the Proxy Statement/Prospectus, which is incorporated herein by reference.