Zura Bio Ltd

On June 30, 2025, the Company received an invoice on behalf of BAFFX17 requesting a $5.0 million Milestone Payment pursuant to the BAFFX17 Letter Agreement. The Company has not made such payment pending the outcome of the review by the Audit Subcommittee discussed below.

On July 14, 2025, the Company received a request from Stone Peach to exercise the Put Option pursuant to the Stone Peach Letter Agreement pursuant to which Stone Peach would sell 50% of its Series Seed Preferred Shares in Z33 to the Company for $5.0 million. Additionally, on July 23, 2025, the Company received a further request from Stone Peach to exercise the Put Right pursuant to the Stone Peach Letter Agreement pursuant to which Stone Peach would sell 50% of its Series Seed Preferred Shares in Z33 in exchange for 2,000,000 of the Company’s Class A Ordinary Shares. The Company has not effected either the Put Option or the Put Right pending the outcome of the review of the Audit Subcommittee discussed below.

Certain information regarding the agreements and relationships with contractual counterparties was brought to the attention of management, which promptly informed the Audit Committee of the Board of Directors of the Company. In response, the Audit Committee has formed the Audit Subcommittee, comprised solely of disinterested and independent directors, to review the Company’s agreements and relationships with BAFFX17 and Stone Peach, among other matters.

The Audit Subcommittee was granted the full authority of the Audit Committee to conduct its review, including the authority to direct the Company to take action in respect of the BAFFX17 and Stone Peach agreements and other matters under its review. Due to the early stage of the review, at this time, the Company cannot estimate the outcome or timing for completion of the review. The Audit Subcommittee is committed to conducting a prompt, expeditious and thorough independent review of the matters under its authority. The Company expects to provide an update on the Audit Subcommittee’s review once complete. See “Part II – Item 1A. Risk Factors –Our business, reputation, financial condition and results of operations could be adversely affected by our ongoing internal review of certain agreements and other matters.” for additional information.