BeyondSpring Inc 6-K, filed Nov 13, 2020
BeyondSpring Inc. (BYSI)
6-K
2020-11-13
For: 2020-11-13
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April 10, 2026
About this 6-K
BeyondSpring Inc filed this 6-K on November 13, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated November 13, 2020
Commission File Number: 001-38024
BeyondSpring Inc.
BeyondSpring Inc.
28 Liberty Street, 39th Floor
New York, New York 10005
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in
which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country“), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a
press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On November 13, 2020, SEED Therapeutics Inc. (“SEED”), a British Virgin Islands company and a subsidiary of BeyondSpring Inc. (the “Company”), announced that SEED has entered into a research collaboration and license agreement (the “Collaboration
Agreement”) with Eli Lilly and Company (“Lilly”) to discover and develop new chemical entities that could produce therapeutic benefit through targeted protein degradation.
Under the terms of the Collaboration Agreement, SEED will receive a $10 million upfront cash payment, as well as an equity investment of up to $10 million from Lilly as described below. SEED will also be eligible to receive up to approximately
$780 million in potential pre-clinical and clinical development, regulatory and commercial milestones, as well as tiered royalties on net sales of products that result from the collaboration. These transactions are subject to customary closing
conditions.
In connection with this collaboration, the Company and certain of its subsidiaries transferred certain contracts and intellectual property related to certain platform technology for ubiquitin ligase agonist screening (the “Ub Platform Technology”)
to SEED, and the Company granted SEED an exclusive sublicense with respect to certain rights to intellectual property and other materials related to the Ub Platform Technology.
The Company and Lilly also entered into share purchase agreements with SEED to purchase preferred shares of SEED. SEED agreed to sell an aggregate of 1,194,030 shares of its Series A-1 Preferred Shares to the Company and SEED Technology Limited
(“SEED Technology”), a British Virgin Islands company and a majority-owned indirect subsidiary of the Company (collectively, the BYSI Entities”) and 1,990,000 shares of its Series A-2 Preferred Shares to Lilly, each at a cash purchase price of
$2.5125 per share. Following the initial closing, and after taking into account shares already held by the BYSI Entities, the BYSI Entities retain an overall 64.38% equity interest in SEED, calculated on an as-converted basis. In addition, upon the
achievement of certain milestones as described in the Collaboration Agreement, and subject to the satisfaction and/or waiver of certain conditions, the BYSI Entities will collectively purchase an additional 1,194,028 Series A-1 Preferred Shares and
Lilly will purchase an additional 1,990,000 Series A-2 Preferred Shares, each at a cash purchase price of $2.5125 per share. Following the closing of these transactions, it is anticipated that the BYSI Entities will hold approximately 60.1% of the
outstanding equity interest in SEED, calculated on an as-converted basis (excluding any shares that may be reserved under an employee stock ownership plan, or similar arrangement).
On November 13, 2020, SEED issued a press release announcing the collaboration, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this report is hereby incorporated by reference into the Registration Statements on Form F-3, File No. 333-249816, File No. 333-224437 and File No. 333-234193, and the Registration Statements on Form S-8, File No.
333-216639 and File No. 333-240082.
SIGNATURES
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, thereunto duly authorized.
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BeyondSpring Inc.
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By:
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/s/ Lan Huang
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Name:
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Lan Huang
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Title:
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Chairman and Chief Executive Officer
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Date: November 13, 2020
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EXHIBIT INDEX
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Exhibit No.
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Exhibit
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Press release, dated November 13, 2020.
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Exhibit 99.1
BeyondSpring Subsidiary, Seed Therapeutics, Announces Research Collaboration and License Agreement with Lilly
- Seed Therapeutics to Use Proprietary “Molecular Glue” Protein Degradation Technology to Develop Potential New Medicines -
NEW YORK – November 13, 2020 – Seed Therapeutics (“the Company”), a global research company and subsidiary of BeyondSpring focused on discovering and developing “molecular glues” to degrade
disease-causing protein previously believed to be undruggable, announced today that it has entered into a research collaboration and license agreement with Eli Lilly and Company (“Lilly”) to discover and develop new chemical entities (NCEs) that
could produce therapeutic benefit through targeted protein degradation (TPD).
The TPD field allows for the targeting of hundreds of proteins that are known to be associated with human diseases but were previously thought to be undruggable. Seed Therapeutics has pioneered a strategy called “molecular glue” to induce the
protein degrading machinery which is present in all cells to recognize and degrade the disease-causing protein that is not normally targeted for elimination. More importantly, Seed Therapeutics’ molecular glue program focuses on NCEs with more
drug-like chemical properties, differentiated from the strategy of developing proteolysis-targeting chimeras (PROTACs).
Under the terms of the agreement, Seed Therapeutics will receive a $10 million upfront cash payment to fund research, as well as a $10 million equity investment from Lilly. Seed Therapeutics will also be eligible to receive up to approximately
$780 million in potential pre-clinical and clinical development, regulatory and commercial milestones, as well as tiered royalties on net sales of products that result from the collaboration. The transaction is
subject to customary closing conditions.
"This agreement further allows us to advance our pioneering platform to deliver new molecules targeting proteins that cause human diseases,” added Dr. Lan Huang, CEO of both Seed Therapeutics and BeyondSpring. “Our alliance with Lilly is the
catalyst for the world-class team at Seed Therapeutics to begin developing a pipeline of TPD therapies for diseases in which common strategies have failed."
"Our pre-clinical research and licensing collaboration with Seed Therapeutics will enable both companies to better study the potential of targeted protein degradation to support the development of future medicines," said Dr. Utpal Singh, Ph.D.,
Vice President of Discovery Chemistry at Lilly.
About Seed Therapeutics
Seed Therapeutics, a subsidiary of BeyondSpring (NASDAQ: BYSI), is a global research company focused on harnessing and engineering molecules that use “molecular glue” protein degradation to attack previously believed undruggable targets. Backed by a comprehensive intellectual property portfolio, Seed Therapeutics' mission is to positively impact human health by creating novel protein degradation therapeutics for the treatment of various severe diseases that currently have limited options for patients and their families.
Seed Therapeutics, a subsidiary of BeyondSpring (NASDAQ: BYSI), is a global research company focused on harnessing and engineering molecules that use “molecular glue” protein degradation to attack previously believed undruggable targets. Backed by a comprehensive intellectual property portfolio, Seed Therapeutics' mission is to positively impact human health by creating novel protein degradation therapeutics for the treatment of various severe diseases that currently have limited options for patients and their families.
The great majority of approved treatments for human diseases act by binding molecular targets in or outside of cells to impact target-related signaling or actions. The cellular targets of drugs and drug candidates discovered with this typical
strategy are predominately proteins, the work-horse of cells that, when gone astray, contribute to disease onset and / or progression. Importantly, less than 30 percent of proteins thought to be involved in
diseases are likely to be “druggable” utilizing this drug development strategy. Therapeutic development in many serious indications has, therefore, suffered due to a lack of proteins that are druggable, rather than being due to a lack of
understanding the biology of the disease.
Seed Therapeutics is overcoming this challenge by developing novel therapies that aim to inhibit the function of disease-causing proteins, or proteins responsible for resistance to other therapies, by
inducing specific degradation of the protein using novel E3s. This groundbreaking strategy has the potential to offer meaningful benefits to hundreds of thousands of patients suffering from serious conditions, as diverse as cancer and
Alzheimer’s disease. Through ongoing collaborations with world-leading academic experts in the field, and in partnership with seasoned drug development and commercialization experts at the parent company, BeyondSpring, Seed Therapeutics is
establishing a growing pipeline of novel drug candidates on a path to clinical and commercial success. To learn more about Seed Therapeutics, please visit us at seedtherapeutics.com.
About BeyondSpring
Headquartered in New York, BeyondSpring is a global, clinical-stage biopharmaceutical company focused on developing innovative immuno-oncology cancer therapies to improve clinical outcomes for patients with high unmet medical needs.
BeyondSpring’s first-in-class lead immune asset, Plinabulin, is a potent antigen-presenting cell (APC) inducer. It is currently in two Phase 3 clinical trials for two severely unmet medical needs indications: one is for the prevention of
chemotherapy-induced neutropenia (CIN), the most frequent cause for a chemotherapy regimen dose’s decrease, delay, downgrade or discontinuation, which can lead to suboptimal clinical outcomes. The second is for non-small cell lung cancer (NSCLC)
treatment in EGFR wild-type patients. As a “pipeline drug,” Plinabulin is in various I/O combination studies to boost PD-1 / PD-L1 antibody anti-cancer effects. In addition to Plinabulin, BeyondSpring’s extensive pipeline includes three
pre-clinical immuno-oncology assets.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements that are not historical facts. Words such as "will," "expect," "anticipate," "plan," "believe," "design," "may," "future," "estimate," "predict," "objective," "goal," or variations thereof
and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are based on BeyondSpring's current knowledge and its present beliefs and expectations regarding possible
future events and are subject to risks, uncertainties and assumptions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not
limited to, difficulties raising the anticipated amount needed to finance the Company's future operations on terms acceptable to the Company, if at all, unexpected results of clinical trials, delays or denial in regulatory approval process, results
that do not meet our expectations regarding the potential safety, the ultimate efficacy or clinical utility of our product candidates, increased competition in the market, and other risks described in BeyondSpring’s most recent Form 20-F on file
with the U.S. Securities and Exchange Commission. All forward-looking statements made herein speak only as of the date of this release and BeyondSpring undertakes no obligation to update publicly such forward-looking statements to reflect
subsequent events or circumstances, except as otherwise required by law.
Media Contacts
Caitlin Kasunich / Raquel Cona
KCSA Strategic Communications
212.896.1241 / 212.896.1276
ckasunich@kcsa.com / rcona@kcsa.com
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