F-1/A 1 d713200df1a.htm AMENDMENT NO.3 TO FORM F-1 AMENDMENT NO.3 TO FORM F-1

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

FORM F-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

+86 21-6193-8200

 

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

 

 

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
Registration Fee(4)

Ordinary shares, par value US$0.0001 per share(1)

  19,592,573   US$6.52   US$127,777,650   US$16,585.54

 

 

(1)

American depositary shares issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 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 Investment I-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)

Series A-1 preferred shares

      

IBC Investment Seven Limited

     October 18, 2016     4,629,231   US$4,629,231

Series A-2 preferred shares

      

IBC Investment Seven Limited

     October 18, 2016     512,356   US$8,447,692

Series A-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 in I-Mab Hong Kong

Series B preferred shares

      

CBC Investment I-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 in I-Mab Hong Kong

Qianhai Ark (Cayman) Investment Co. Limited

     July 6, 2018     1,455,549   US$2,035,667

Series B-1 preferred shares

      

CBC Investment I-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 in I-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

Series B-2 preferred shares

      

CBC Investment I-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 Bridge LB-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 Series A-3 preferred shares *   N/A

Shanghai Tasly Pharmaceutical Co., Ltd.

   September 6, 2017   Option to purchase up to 8,361,823 Series A-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 Series B-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 Series B-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 additional Series B-1 preferred Shares **   N/A

 

 

 

II-3


 

 

SECURITIES/PURCHASER

   DATE OF SALE OR
ISSUANCE
 

NUMBER OF SECURITIES

 

CONSIDERATION

CBC Investment I-Mab Limited

   September 25, 2017   Warrant to purchase up to 4,994,046 Series B-2 preferred shares   N/A

Shanghai Tasly Pharmaceutical Co., Ltd.

   September 25, 2017   Warrant to purchase up to 2,104,928 Series B-2 preferred shares   N/A

Qianhai Equity Investment Fund (Limited Partnership)

   September 25, 2017   Warrant to purchase up to 515,914 Series B-2 preferred shares   N/A

C-Bridge II Investment Ten Limited

   September 25, 2017   Warrant to purchase up to 639,734 Series B-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 page II-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

 

II-4


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.

 

II-5


I-MAB

EXHIBIT INDEX

 

 

 

EXHIBIT NUMBER

  

DESCRIPTION OF DOCUMENT

  1.1    Form of Underwriting Agreement
  3.1 †    Fifth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
  3.2 †    Form of Sixth Amended and Restated Memorandum and Articles of Association of the Registrant (effective upon the closing of this offering)
  3.3 †    Amendment to Fifth Amended and Restated Articles of Association of the Registrant
  4.1 †    Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3)
  4.2 †    Registrant’s Specimen Certificate for Ordinary Shares
  4.3 †    Form of Deposit Agreement, among the Registrant, the depositary and holder of the American Depositary Receipt
  4.4 †    Fourth Amended and Restated Shareholders Agreement, dated as of July 25, 2019, between the Registrant and other parties thereto
  4.5 †    Deed of Undertaking
  5.1 †    Opinion of Conyers Dill  & Pearman regarding the validity of the ordinary shares being registered and certain Cayman Islands tax matters
  8.1 †    Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
  8.2 †    Opinion of JunHe LLP regarding certain PRC tax matters (included in Exhibit 99.2)
10.1 †    Second Amended and Restated 2017 Employee Stock Option Plan
10.2 †    Second Amended and Restated 2018 Employee Stock Option Plan
10.3 †    Form of Indemnification Agreement, between the Registrant and its directors and executive officers
10.4 †    Form of Employment Agreement, between the Registrant and its executive officers
10.5 †    Series C-1 Share Purchase Agreement, dated as of July 25, 2019, between the Registrant and the other parties thereto
10.6 †    Series C Share Purchase Agreement, dated as of June 28, 2018, between the Registrant and the other parties thereto
10.7 †    Executed form of warrants to Purchase Series B Preferred Shares of I-Mab between the Registrant and certain investors, and a schedule of all executed warrants adopting the same form in respect of each of the investors
10.8 †    Framework Agreement, dated as of May 26, 2017, among the Registrant and the other parties thereto
10.9 †    Re-organization Framework Agreement, dated as of April  18, 2018, among the Registrant and the other parties thereto
10.10 †    Supplement to the Re-organization Framework Agreement, dated as of May  31, 2018, among the Registrant and the other parties thereto
10.11 †    Re-organization Framework Agreement, dated April  4, 2018, among the Registrant and the other parties thereto

 

 

 

II-6


 

 

EXHIBIT NUMBER

 

DESCRIPTION OF DOCUMENT

10.12 †   Supplement to the Re-organization Framework Agreement, dated as of May  31, 2018, among the Registrant and the other parties thereto
10.13 **†   License and Collaboration Agreement, dated as of November 30, 2017, between the Registrant and MorphoSys AG
10.14 †   Intellectual Property Assignment and License Agreement, dated as of October 16, 2015, between Tasgen Bio-tech (Tianjin) Co., Ltd. and Genexine, Inc.
10.15 †   Intellectual Property License Agreement, dated as of December 22, 2017, between the Registrant and Genexine, Inc.
10.16 †   License and Sublicense Agreement, dated as of November 4, 2016, between the Registrant and Ferring International Center SA
10.17 **†   Collaboration Agreement, dated as of July  9, 2019, between I-Mab Biopharma, US Limited and MacroGenics, Inc.
10.18 †   License and Collaboration Agreement, dated as of July 26, 2018, between the Registrant and ABL Bio
10.19 †   English translation of Product Development Agreement, dated as of December  10, 2018, between I-Mab Shanghai and CSPC Baike (Shandong) Biopharmaceutical Co., Ltd.
10.20 †   CD38 Product Collaboration Agreement, dated as of January 22, 2018, between the Registrant and Everest Medicines Limited
10.21 †   Supplemental Agreement to CD38 Product Collaboration Agreement, dated as of November  7, 2018, between the Registrant and Everest Medicines Limited
10.22 †   2019 Share Incentive Plan
10.23 †   Termination and Settlement Agreement, dated as of November 4, 2019, between the Registrant and Everest Medicines Limited
21.1 †   Principal Subsidiaries of the Registrant
23.1 †   Consent of PricewaterhouseCoopers, an independent registered public accounting firm
23.2 †   Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
23.3 †   Consent of JunHe LLP (included in Exhibit 99.2)
23.4 †   Consent of Chun Kwok Alan Au
23.5 †   Consent of Conor Chia-hung Yang
23.6 †   Consent of Pamela M. Klein
24.1 †   Powers of Attorney (included on signature page)
99.1 †   Code of Business Conduct and Ethics of the Registrant
99.2 †   Opinion of JunHe LLP regarding certain PRC law matters
99.3 †   Consent of Frost & Sullivan
99.4 †   Representation under Item 8.A.4 of Form 20-F

 

 

**   Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
  Previously filed.

 

II-7


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 Form F-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

 

II-8


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

 

II-9


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 of I-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

 

II-10