As filed with the Securities and Exchange Commission on January 14, 2020
Registration No. 333-234363
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORMF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
I-MAB
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands | 2834 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Suite 802, West Tower, OmniVision, 88 Shangke Road, Pudong District
Shanghai, 201210
People’s Republic of China
+86 21-6057-8000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong +852 3740-4700 | Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Center, Tower II, 46/F 1539 Nanjing West Road Shanghai, the People’s Republic of China +8621-6193-8200 | Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18/F, The Hong Kong Club Building 3A Chater Road, Central, Hong Kong +852 2533-3300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities To Be Registered | Amount To Be Registered(2)(3) | Proposed Maximum Offering Price Per Share(3) | Proposed Maximum Aggregate Offering Price(2)(3) | Amount of | ||||
Ordinary shares, par value US$0.0001 per share(1) | 19,592,573 | US$6.52 | US$127,777,650 | US$16,585.54 | ||||
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(1) | American depositary shares issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement onForm F-6 (RegistrationNo. 333-235557). Each ten (10) American depositary shares represent twenty-three (23) ordinary shares. |
(2) | Includes ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States. |
(3) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. |
(4) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely for the purpose of filing an exhibit to this registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 2 to the Registration Statement, filed on January 3, 2020.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The post-offering memorandum and articles of association that will become effective immediately prior to the completion of this offering provide that we shall indemnify our directors and officers (each, an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers, authorities or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements the form of which is filed as Exhibit 10.3 to this registration statement, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which will be filed as Exhibit 1.1 to this registration statement, will also provide indemnification for us and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we have issued the following securities. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
SECURITIES/PURCHASER | DATE OF SALE OR ISSUANCE | NUMBER OF SECURITIES | CONSIDERATION | |||||
Ordinary shares | ||||||||
Offshore Incorporations (Cayman) Limited | June 30, 2016 | 1 | US$0.0001 | |||||
Mabcore Limited | June 30, 2016 | 4,019,553 | US$401.9553 | |||||
BioScikin Co., Ltd. | October 18, 2016 | 2,215,803 | RMB1,000,000 | |||||
Hangzhou Tigermed Consulting Co., Ltd | October 18, 2016 | 2,215,803 | RMB15,000,000 | |||||
Convertible promissory notes | ||||||||
CBC InvestmentI-Mab Limited | September 25, 2017 | 1 | US$12,100,000 (due September 2020) | |||||
C-Bridge II Investment Ten Limited | February 9, 2018 | 1 | US$1,550,000 (due September 2020) | |||||
Qianhai Ark (Cayman) Investment Co. Limited | July 6, 2018 | 1 | US$1,250,000 (due July 2021) |
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SECURITIES/PURCHASER | DATE OF SALE OR ISSUANCE | NUMBER OF SECURITIES | CONSIDERATION | |||||
Genexine Inc. | February 5, 2018 | 1 | US$9,000,000 (due February 2021) | |||||
SeriesA-1 preferred shares | ||||||||
IBC Investment Seven Limited | October 18, 2016 | 4,629,231 | US$4,629,231 | |||||
SeriesA-2 preferred shares | ||||||||
IBC Investment Seven Limited | October 18, 2016 | 512,356 | US$8,447,692 | |||||
SeriesA-3 preferred shares | ||||||||
CBC SPVII LIMITED | September 6, 2017 | 8,361,823 | US$15,000,000 | |||||
Genexine, Inc. | September 6, 2017 | 8,361,823 | US$15,000,000 | |||||
Tasly Biopharm Limited | June 29, 2018 | 8,361,823 | Tasly Biopharm Limited’s equity interest inI-Mab Hong Kong | |||||
Series B preferred shares | ||||||||
CBC InvestmentI-Mab Limited | September 22, 2017 | 14,089,714 | US$48,400,000 | |||||
C-Bridge II Investment Ten Limited | February 9, 2018 | 1,804,880 | US$6,200,000 | |||||
Tasly Biopharm Limited | June 29, 2018 | 5,938,640 | Tasly Biopharm Limited’s equity interest inI-Mab Hong Kong | |||||
Qianhai Ark (Cayman) Investment Co. Limited | July 6, 2018 | 1,455,549 | US$2,035,667 | |||||
SeriesB-1 preferred shares | ||||||||
CBC InvestmentI-Mab Limited | June 29, 2018 | 2,247,321 | Conversion of US$12,100,000 convertible promissory note due September 2020 | |||||
C-Bridge II Investment Ten Limited | June 29, 2018 | 287,880 | Conversion of US$1,550,000 convertible promissory note due September 2020 | |||||
Tasly Biopharm Limited | June 29, 2018 | 947,218 | Tasly Biopharm Limited’s equity interest inI-Mab Hong Kong | |||||
Qianhai Ark (Cayman) Investment Co. Limited | July 6, 2018 | 232,161 | Conversion of US$1,250,000 convertible promissory note due July 2021 | |||||
SeriesB-2 preferred shares | ||||||||
CBC InvestmentI-Mab Limited | June 29, 2018 | 1,997,618 | US$12,100,000 | |||||
C-Bridge II Investment Ten Limited | June 29, 2018 | 255,894 | US$1,550,000 | |||||
Rainbow Horizon Limited | July 6, 2018 | 841,971 | US$5,100,000 | |||||
Qianhai Ark (Cayman) Investment Co. Limited | July 6, 2018 | 206,366 | US$1,250,000 |
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SECURITIES/PURCHASER | DATE OF SALE OR ISSUANCE | NUMBER OF SECURITIES | CONSIDERATION | |||
Series C preferred shares | ||||||
Fortune Eight Jogging Limited | July 6, 2018 | 8,537,749 | US$55,000,000 | |||
C-Bridge II Investment Seven Limited | July 6, 2018 | 6,209,272 | US$40,000,000 | |||
HH IMB Holdings Limited | July 6, 2018 | 3,104,636 | US$20,000,000 | |||
Ally Bridge LB Precision Limited | July 6, 2018 | 3,104,636 | US$20,000,000 | |||
Marvey Investment Company Limited | July 6, 2018 | 3,104,636 | US$20,000,000 | |||
Mab Health Limited | July 6, 2018 | 1,862,782 | US$12,000,000 | |||
Casiority H Limited | July 6, 2018 | 1,241,854 | US$8,000,000 | |||
Southern Creation Limited (formerly known as Ally BridgeLB-Sunshine Limited) | July 6, 2018 | 1,552,318 | US$10,000,000 | |||
Tasly International Capital Limited | July 6, 2018 | 1,552,318 | US$10,000,000 | |||
Parkway Limited | July 6, 2018 | 776,159 | US$5,000,000 | |||
Series C-1 preferred shares | ||||||
Wuxi Biologics HealthCare Venture (Cayman) | October 17, 2019 | 1,428,571 | US$10,000,000 | |||
Hongkong Tigermed Co., Limited | November 6, 2019 | 714,286 | US$5,000,000 | |||
Caesar Pro Holdings Limited | November 6, 2019 | 1,714,286 | US$12,000,000 | |||
Options and Warrants | ||||||
IBC Investment Seven Limited | October 18, 2016 | Warrant to purchase up to 2,246,744 SeriesA-3 preferred shares * | N/A | |||
Shanghai Tasly Pharmaceutical Co., Ltd. | September 6, 2017 | Option to purchase up to 8,361,823 SeriesA-3 preferred shares | N/A | |||
Shanghai Tasly Pharmaceutical Co., Ltd. | September 25, 2017 | Option to purchase up to 5,938,640 Series B preferred shares and 947,218 SeriesB-1 preferred shares | N/A | |||
Qianhai Equity Investment Fund (Limited Partnership) | September 25, 2017 | Option to purchase up to 1,455,549 Series B preferred shares and up to 232,161 SeriesB-1 preferred shares | N/A | |||
Tianjin Kangshijing Biopharmaceutical Technology Partnership (Limited Partnership) | September 25, 2017 | Option to purchase up to 1,804,880 Series B preferred shares and up to 287,880 additionalSeries B-1 preferred Shares ** | N/A |
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SECURITIES/PURCHASER | DATE OF SALE OR ISSUANCE | NUMBER OF SECURITIES | CONSIDERATION | |||
CBC InvestmentI-Mab Limited | September 25, 2017 | Warrant to purchase up to 4,994,046 SeriesB-2 preferred shares | N/A | |||
Shanghai Tasly Pharmaceutical Co., Ltd. | September 25, 2017 | Warrant to purchase up to 2,104,928 SeriesB-2 preferred shares | N/A | |||
Qianhai Equity Investment Fund (Limited Partnership) | September 25, 2017 | Warrant to purchase up to 515,914 SeriesB-2 preferred shares | N/A | |||
C-Bridge II Investment Ten Limited | September 25, 2017 | Warrant to purchase up to 639,734 SeriesB-2 preferred shares | N/A | |||
Certain directors, officers and employees and consultants | October 2017 to July 2019 | Options to purchase 23,492,455 ordinary shares | Past and future services to us | |||
* | This warrant was cancelled on September 6, 2017. |
** | This option was terminated on February 9, 2018. |
Item 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) | Exhibits |
See Exhibit Index beginning on pageII-4 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
(b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
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controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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I-MAB
EXHIBIT INDEX
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** | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
† | Previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on January 14, 2020.
I-MAB | ||
By: | /s/ Jielun Zhu | |
Name: | Jielun Zhu | |
Title: | Director and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
* | Director | January 14, 2020 | ||
Jingwu Zhang Zang | ||||
/s/ Joan Huaqiong Shen | Director and Chief Executive Officer (Principal Executive Officer) | January 14, 2020 | ||
Joan Huaqiong Shen | ||||
* | Director | January 14, 2020 | ||
Zheru Zhang | ||||
/s/ Jielun Zhu | Director and Chief Financial Officer (Principal Financial and Accounting Officer) | January 14, 2020 | ||
Jielun Zhu | ||||
* | Director | January 14, 2020 | ||
Wei Fu | ||||
* | Director | January 14, 2020 | ||
Mengjiao Jiang | ||||
* | Director | January 14, 2020 | ||
Jie Yu | ||||
* | Director | January 14, 2020 | ||
Lin Li |
* By: | /s/ Jielun Zhu | |
Name: | Jielun Zhu | |
Attorney-in-fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States ofI-MAB has signed this registration statement or amendment thereto in New York, on January 14, 2020.
Authorized U.S. Representative | ||
By: | /s/ Richard Arthur | |
Name: | Richard Arthur | |
Title: | Assistant Secretary |
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