Document
As filed with the Securities and Exchange Commission on March 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
LIANBIO
(Exact name of registrant as specified in its charter)
________________________
| | | | | |
Cayman Islands | 98-1594670 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | | | | |
103 Carnegie Center Drive, Suite 309 | |
Princeton, NJ | 08540 |
(Address of principal executive offices) | (Zip Code) |
LianBio 2021 Equity Incentive Plan
(Full title of the plan)
Yizhe Wang, Ph.D.
Chief Executive Officer
LianBio
103 Carnegie Center Drive, Suite 309
Princeton, New Jersey 08540
(609) 486-2308
(Name, address and telephone number, including area code, of agent for service)
with copies to:
Thomas J. Danielski
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | |
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, 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. ☒
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional 4,281,757 ordinary shares of the registrant for issuance under the LianBio 2021 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, the registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-260732) filed with the Securities and Exchange Commission on November 3, 2021 and Form S-8 (File No. 333-264021) filed with the Securities and Exchange Commission on March 31, 2022.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| | | | | | | | |
Exhibit Number | | Description |
3.1 | | |
| | |
4.1 | | |
| | |
4.2 | | |
| | |
4.3 | | |
| | |
4.4 | | |
| | |
5.1* | | |
| | |
23.1* | | |
| | |
23.2* | | |
| | |
24.1* | | |
| | |
99.1 | | |
| | |
99.2# | | |
| | |
99.3# | | |
| | |
| | | | | |
* | Filed herewith. |
# | Indicates a management contract or any compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey, on March 28, 2023.
| | | | | | | | |
| LIANBIO |
| | |
| By: | /s/ Yizhe Wang |
| | Yizhe Wang |
| | Chief Executive Officer and Director (Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Yizhe Wang and Yi Larson, and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by LianBio, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
Signature | | Title | | Date |
/s/ Yizhe Wang | | Chief Executive Officer and Director (Principal Executive Officer) | | March 28, 2023 |
Yizhe Wang, Ph.D. | | |
| | | | |
/s/ Yi Larson | | Chief Financial Officer (Principal Financial and Accounting Officer) | | March 28, 2023 |
Yi Larson | | |
| | | | |
/s/ Konstantin Poukalov | | Director | | March 28, 2023 |
Konstantin Poukalov | | |
| | | | |
/s/ Adam Stone | | Director | | March 28, 2023 |
Adam Stone | | |
| | | | |
/s/ Neil Kumar | | Director | | March 28, 2023 |
Neil Kumar, Ph. D. | | |
| | | | |
/s/ Tassos Gianakakos | | Director | | March 28, 2023 |
Tassos Gianakakos | | |
| | | | |
/s/ Susan Silbermann | | Director | | March 28, 2023 |
Susan Silbermann | | |
| | | | |
/s/ Wei Wei Chen | | Director | | March 28, 2023 |
Wei Wei Chen | | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of LianBio, in Princeton, New Jersey, on March 28, 2023.
| | | | | | | | |
| | |
By | | /s/ Yizhe Wang |
Name: | | Yizhe Wang, Ph.D. |
Title: | | Authorized Representative of LianBio |
DocumentExhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
LianBio
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share(4) | Maximum Aggregate Offering Price(4) | Fee Rate | Amount of Registration Fee(4) |
Equity | Ordinary shares, par value $0. 000017100448 per share(2) | 457(c) and 457(h) | 4,281,757(3) | $1.72 | $7,364,622.04 | 0.0001102 | $811.58 |
Total Offering Amounts | | $7,364,622.04 | | $811.58 |
Total Fee Offsets | | | | $- |
Net Fee Due | | | | $811.58 |
| | | | | |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional ordinary shares as may issued to prevent dilution from stock splits, stock dividends and similar transactions. |
(2) | These shares may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents one ordinary share. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-260162). |
(3) | Represents 4,281,757 ordinary shares that were automatically added to the shares authorized for issuance upon exercise of options or in respect of other awards under the LianBio 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to an “evergreen” provision contained in the 2021 Plan. The “evergreen” provision provides that on each January 1st from January 1, 2022 through January 1, 2031, the number of ordinary shares available for issuance under the 2021 Plan will automatically increase annually in an amount equal to the lesser of 4% of outstanding shares of the Registrant’s ordinary shares as of the close of business on the immediately preceding December 31st, or the number of shares determined by the Registrant’s board of directors. |
(4) | Pursuant to Rules 457(c) and 457(h) under the Securities Act, the registration fee was computed on the basis of the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Market on March 23, 2023 to be $1.76 and $1.67, respectively. |
Document
Office: +852 2801 6066
Mobile: +852 9718 8740
Email: rthorp@tta.lawyer
LianBio
Harbour Place, 2nd Floor
103 South Church Street
P.O. Box 472, George Town
Grand Cayman KYI-1106
Cayman Islands
28 March 2023
Dear Sirs
LianBio
We have examined the Registration Statement on Form S-8 to be filed by LianBio, a Cayman Islands exempted company incorporated with limited liability (the "Registrant"), with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of an amount of ordinary shares of the Registrant (the "Shares") for issuance pursuant to the LianBio 2021 Equity Incentive Plan (the "Plan").
As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorizing the issue.
It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors and/or the shareholders of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.
Yours faithfully
/s/ Travers Thorp Alberga
TRAVERS THORP ALBERGA
DocumentConsent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 28, 2023, with respect to the consolidated financial statements of LianBio and subsidiaries, incorporated herein by reference.
/s/ KPMG LLP
New York, New York
March 28, 2023