BeyondSpring Inc. Files 8-K: Material Agreement Announced

TL;DR

BeyondSpring filed an 8-K on Jan 28, 2025, reporting a material definitive agreement. Details TBD.

AI Summary

BeyondSpring Inc. announced on January 28, 2025, that it has entered into a material definitive agreement. The company also reported on other events and filed financial statements and exhibits as part of this Form 8-K filing. Specific details of the agreement and financial information were not provided in the excerpt.

Why It Matters

This filing indicates a significant business development for BeyondSpring Inc., potentially impacting its operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — The filing itself is procedural, but the 'material definitive agreement' could represent significant opportunities or risks depending on its nature.

Key Players & Entities

• BeyondSpring Inc. (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported
• 100 Campus Drive, West Side, 4th Floor, Suite 410 (address) — Principal Executive Offices
• Florham Park, New Jersey 07932 (address) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share BYSI The NASDAQ Stock Market
• $35.4 m — gregate purchase price of approximately $35.4 million, or $4.25 per share. The Company
• $4.25 — rice of approximately $35.4 million, or $4.25 per share. The Company and SEED Technol
• $17,708,976 — ,166,818 Shares for a purchase price of $17,708,976.50, in three installments: 750,027 Shar
• $5,902,995 — ,388,940 Shares for a purchase price of $5,902,995.00, in three installments: 250,009 Shar
• $11,805,985 — ,777,879 Shares for a purchase price of $11,805,985.75, in three installments: 500,018 Shar

Filing Documents

• f8k_012725.htm (8-K) — 24KB
• exh_101.htm (EX-10.1) — 184KB
• exh_102.htm (EX-10.2) — 185KB
• exh_103.htm (EX-10.3) — 188KB
• exh_991.htm (EX-99.1) — 15KB
• 0001171843-25-000457.txt ( ) — 894KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_012725_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 24, 2025, BeyondSpring Inc. (the " Company ") entered into a Preferred Share Purchase Agreement (each, " Purchase Agreement " and collectively, the " Purchase Agreements ") with each of Winning View Investment Limited, FULL TECH CORPORATE DEVELOPMENT LIMITED, and Mapfil Investment Limited (collectively, the " Buyers " and each, a " Buyer ") to sell an aggregate of 8,333,637 Series A-1 Preferred Shares (the " Shares ") of SEED Therapeutics Inc. (" SEED "), for an aggregate purchase price of approximately $35.4 million, or $4.25 per share. The Company and SEED Technology Limited (" SEED Technology "), a majority-owned indirect subsidiary of the Company (collectively, the " BYSI Entities "), are the major shareholders of SEED. Pursuant to the terms and subject to the conditions set forth in each Purchase Agreement, the Buyers have agreed to purchase Shares from the Company as follows: (1) Winning View Investment Limited has agreed to purchase from the Company 4,166,818 Shares for a purchase price of $17,708,976.50, in three installments: 750,027 Shares no later than February 24, 2025 (the " First Closing Date "), 1,666,727 Shares no later than December 15, 2025 (the " Second Closing Date "), and 1,750,064 Shares no later than December 15, 2026 (the " Third Closing Date "); (2) FULL TECH CORPORATE DEVELOPMENT LIMITED has agreed to purchase from the Company 1,388,940 Shares for a purchase price of $5,902,995.00, in three installments: 250,009 Shares no later than the First Closing Date, 555,576 Shares no later than the Second Closing Date, and 583,355 Shares no later than the Third Closing Date; and (3) Mapfil Investment Limited has agreed to purchase from the Company 2,777,879 Shares for a purchase price of $11,805,985.75, in three installments: 500,018 Shares no later than the First Closing Date, 1,111,152 Shares no later than the Second Closing Date, and 1,166,709 Shares no later than the Third Closin

01. Other Events

Item 8.01. Other Events. On January 28, 2025, the Company issued a press release announcing the transactions described above, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Cautionary Statement Concerning Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements expressed or implied in this Current Report on Form 8-K include, but are not limited to, statements regarding: the timing of the consummation of the proposed transactions the anticipated benefits of the proposed transactions the Company's anticipated progress, business plans, business strategy and clinical trials the Company's advancement of its pipeline and its research, development and clinical capabilities the Company's prioritization of its pipeline and other statements that are not historical fact. These statements are based on the Company's current plans, objectives, estimates, expectations and intentions, are not guarantees of future performance and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, but are not limited to, risks and uncertainties related to: delays in or the inability to satisfy the conditions to complete the potential transactions the inability to recognize the anticipated benefits of the potential transactions business disruption during the pendency of or following the potential transactions the effects of macroeconomic conditions, including any geopolitical instability and actual or perceived changes in interest rates and economic inflation and other risks, including those described under the heading "Risk Factors" in the Company's Annual Report on Form 20-F for the year ended December 31, 2023, filed with the Sec

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Exhibit 10.1 Purchase Agreement, dated January 24, 2025, between the Company and Winning View Investment Limited. 10.2 Purchase Agreement, dated January 24, 2025, between the Company and FULL TECH CORPORATE DEVELOPMENT LIMITED. 10.3 Purchase Agreement, dated January 24, 2025, between the Company and Mapfil Investment Limited. 99.1 Press release, dated January 28, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. BeyondSpring Inc. Date: January 28, 2025 By: /s/ Lan Huang Lan Huang Chairperson and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR