UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Chief Executive Officer Services Agreement
On April 7, 2023, Zura Bio Limited, a Cayman Islands exempted company (the “Company”), entered into a Service Agreement with its Chief Executive Officer, Dr. Someit Sidhu (the “Sidhu Agreement”), effective as of March 20, 2023. The terms of the Sidhu Agreement provide the following compensation and benefits while he is employed as Chief Executive Officer:
- | Annual salary equal to £425,000. |
- | Eligibility to earn a discretionary bonus. |
- | Participation in the Company’s benefit plans and reimbursement of Dr. Sidhu’s reasonable travel, hotel and entertainment expenses. |
The Sidhu Agreement may be terminated by either party giving the other not less than three (3) months’ prior notice (subject to the Company’s right to buy out the three month notice period in its discretion by providing garden leave and its right to terminate this agreement immediately for cause (as defined under the Sidhu Agreement) without further payment of compensation except as required by law or for reimbursement of eligible incurred expenses.
If Dr. Sidhu’s employment is terminated by the Company without cause, Dr. Sidhu will be entitled to receive severance payments equal to six (6) months’ salary, subject to signing a release and complying with the obligations under his agreement. The Sidhu Agreement also contains certain customary obligations, including confidentiality and cooperation.
The foregoing description of the Sidhu Agreement is a summary only and is qualified in its entirety by the full text of the Sidhu Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Interim Chief Financial Officer Services Agreement
On April 7, 2023, the Company entered into a Service Agreement with its interim Chief Financial Officer, Verender Badial (the “Badial Agreement”), effective as of March 20, 2023. The terms of the Badial Agreement are substantially the same as the Sidhu Agreement except that Mr. Badial’s salary is £336,000. It is anticipated that the Company will provide notice to terminate Mr. Badial’s employment without cause (as defined in the Badial Agreement) once the Company employs a successor Chief Financial Officer, at which point Mr. Badial would be entitled to severance payments equal to six (6) months’ salary, subject to signing a release and complying with the obligations under his agreement. The Badial Agreement also contains certain customary obligations, including confidentiality and cooperation.
The foregoing description of the Badial Agreement is a summary only and is qualified in its entirety by the full text of the Badial Agreement, a copy of which is attached hereto as Exhibit 10.2, which is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description of Exhibit | |
10.1 | Service Agreement, dated as of April 7, 2023, by and between the Company and Dr. Someit Sidhu. | |
10.2 | Service Agreement, dated as of April 7, 2023, by and between the Company and Verender Badial. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Zura Bio Limited | ||
Dated: April 10, 2023 | ||
By: | /s/ Someit Sidhu | |
Someit Sidhu | ||
Chief Executive Officer |