BeyondSpring Inc 8-K, filed Feb 25, 2025
BeyondSpring Inc. (BYSI)
About this 8-K
BeyondSpring Inc filed this 8-K on February 25, 2025, reporting on events of February 17, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 19, 2025, BeyondSpring Inc., a Cayman Islands company (the “Company”), completed the first closing (the “First Closing”) of the previously disclosed asset sale under the Preferred Share Purchase Agreements, as amended (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”), dated as of January 24, 2025, by and between the Company and each of Winning View Investment Limited, a British Virgin Islands business company, FULL TECH CORPORATE DEVELOPMENT LIMITED, a British Virgin Islands business company, and Mapfil Investment Limited, a Hong Kong company (collectively, the “Buyers” and each, a “Buyer”). In connection with the First Closing, the Company transferred 980,427 Series A-1 Preferred Shares (the “Shares”) of SEED Therapeutics Inc. (“SEED”) to Winning View Investment Limited, 250,009 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 500,018 Shares to Mapfil Investment Limited, totaling an aggregate transfer of 1,730,454 Shares to the Buyers in return for cash proceeds totaling $7,354,432.75. As a result of the First Closing, the Company disposed of a “significant amount” of the Company’s assets within the meaning of the standards set forth in Item 2.01 of Form 8-K.
As previously disclosed, pursuant to and subject to the conditions set forth in each Purchase Agreement, the Buyers have agreed to purchase a total of 8,333,637 Shares from the Company for an aggregate cash purchase price of approximately $35.4 million in a series of closings. The Company and the Buyers expect to continue to transfer Shares in additional closings as previously disclosed. There is no material relationship between any of the Buyers and the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer, out of the ordinary course of business other than in respect of the transactions contemplated by the Purchase Agreements.
This Current Report on Form 8-K is being filed to provide unaudited pro forma financial information for the Company giving effect to the sale of all assets contemplated by the Purchase Agreements. Specifically, this pro forma financial information gives effect to the completion of the transfer of 8,333,637 Shares pursuant to the terms of the Purchase Agreements, including the transfer of the remaining 6,603,183 Shares that have not occurred as of February 24, 2025 given that such transfers are probable, in accordance with Article 11 of Regulation S-X. Although the Company believes that the transfer of the remaining Shares to the Buyers will be consummated by the end of 2026 as previously disclosed, there can be no assurance that all of the remaining closings will occur, and there can be no assurance that the Company’s actual results would have been as set forth in the pro forma financial statements, and such differences could be material. In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, the Company intends to file additional current reports on Form 8-K to disclose the additional closings under the Purchase Agreements when the Company completes the subsequent disposition of a significant amount of the Company’s assets pursuant to the applicable legal requirements. However, the Company does not intend to update the pro forma financial statements contained herein unless the Company is required to update such pro forma financial statements by applicable legal requirements.
The foregoing description of the Purchase Agreements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreements, copies of which were filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2025, and which are incorporated herein by reference.
Item 8.01. Other Events.
On February 17, 2025, the Company and Winning View Investment Limited, a British Virgin Islands business company, entered into the First Amendment to Purchase Agreement (the “Amendment”). Pursuant to the Amendment, among other things, in connection with the First Closing, the Company agreed to transfer 230,400 additional Shares to Winning View Investment Limited in return for cash proceeds of $979,203.25. The Company further agreed to reduce the number of Shares to be transferred to Winning View Investment Limited at the second closing under the Purchase Agreement by such number of additional Shares to be transferred at the First Closing. A copy of the Amendment is attached hereto as Exhibit 10.4 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following pro forma financial information for the Company with respect to the transaction is filed as Exhibit 99.1 hereto and is incorporated into this item by reference:
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024 |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2024 and for the year ended December 31, 2023. |
| • | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements |
(d) Exhibits.
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 on April 29, 2024. Forward-looking statements contained in this Current Report on Form 8-K are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
No Offer or Solicitation
This Current Report on Form 8-K is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
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.
Date: February 25, 2025
| BeyondSpring Inc. | ||
| By: | /s/ Lan Huang | |
| Name: | Lan Huang | |
| Title: | Chairperson and Chief Executive Officer | |
Exhibit 10.4
FIRST AMENDMENT TO PURCHASE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of this 17th day of February, 2025, by and between Winning View Investment Limited, a British Virgin Islands business company, and BeyondSpring Inc, a company formed under the laws of the Cayman Islands.
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into that certain Preferred Share Purchase Agreement, dated as of January 24, 2025 (the “Purchase Agreement”); and
WHEREAS, pursuant to and in accordance with Section 9.2.1 of the Purchase Agreement, the parties hereto wish to amend the Purchase Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Purchase Agreement as follows:
1. Existing Definitions. All capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Purchase Agreement.
2. Amendment.
(a) Section 2.1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
On the terms and subject to the conditions set forth in this Agreement, at the First Closing (defined below), (i) the Seller shall sell, transfer, convey, assign and deliver to the Purchaser 980,427 of the Purchased Shares, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities laws and the Investor Agreements), and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to such Purchased Shares, and (ii) the Purchaser shall pay and deliver to the Seller $4,166,818.00 in cash.
(b) Section 2.1.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
On the terms and subject to the conditions set forth in this Agreement, at the Second Closing (defined below), (i) the Seller shall sell, transfer, convey, assign and deliver to the Purchaser 1,436,327 of the Purchased Shares, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities laws and the Investor Agreements), and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to such Purchased Shares, and (ii) the Purchaser shall pay and deliver to the Seller $6,104,386.50 in cash.
3. Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Purchase Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Purchase Agreement or as a waiver of or consent to any further or future action on the part of any of the parties hereto that would require the waiver or consent of any other party hereto.
4. Miscellaneous. The provisions set forth in Section 9 (Miscellaneous) of the Purchase Agreement shall apply to this Amendment, mutatis mutandis. In the event of a conflict between a provision of the Purchase Agreement and a provision of this Amendment, the provisions of this Amendment will control to the extent of such conflict. On and after the date hereof, each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Purchase Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Purchase Agreement, will mean and be a reference to the Purchase Agreement as amended by this Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned parties hereto have executed or caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.
| WINNING VIEW INVESTMENT LIMITED | |||
| By: | /s/ Song Quanqi | ||
| Name: | Song Quanqi | ||
| Title: | Director | ||
| BEYONDSPRING INC. | |||
| By: | /s/ Lan Huang | ||
| Name: | Lan Huang | ||
| Title: | Chairperson and Chief Executive Officer | ||
Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
On January 24, 2025, Beyondspring Inc. (the “Company”) entered into a Preferred Share Purchase Agreement (each, an “Agreement” and collectively, the “Agreements”) with each of Winning View Investment Limited, a business company organized in the British Virgin Islands (“BVI”), FULL TECH CORPORATE DEVELOPMENT LIMITED, a business company organized in the BVI, and Mapfil Investment Limited, a limited company organized in Hong Kong, respectively (each, a “Purchaser” and collectively, the “Purchasers”). On February 17, 2025, the Company and Winning View Investments Limited entered into the First Amendment to Purchase Agreement (the “Amendment”). Pursuant to the Agreements and the Amendment, the Company agreed to sell to the Purchasers a total of 8,333,637 Series A-1 Preferred Shares (the “Shares”) of SEED Therapeutics Inc. (“SEED”), a BVI business company and a partially-owned subsidiary of the Company at a price per share of $4.25, comprised of 4,166,818 Shares to Winning View Investment Limited, 1,388,940 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 2,777,879 Shares to Mapfil Investment Limited. An aggregate cash purchase price of $35,417,957 will be paid by the Purchasers, of which a total of $17,708,977 is payable by Winning View Investment Limited, $5,902,995 is payable by FULL TECH CORPORATE DEVELOPMENT LIMITED, and $11,805,986 is payable by Mapfil Investment Limited.
Before the execution of the Agreements, the Company (i) directly owned 1 Ordinary Share and 9,615,999 Series A-1 Preferred Shares of SEED and (ii) indirectly owned through SEED Technology Limited (“SEED Technology”), a partially-owned indirect subsidiary of the Company, an additional 2,404,000 Series A-1 Preferred Shares of SEED. The Company and SEED Technology (collectively, the “BYSI Entities”) owned 46.87%* of total outstanding equity interest in SEED. Though the Company owns less than 50% of SEED, it has controlling interest of SEED since it has control of SEED’s Board of Directors (the “SEED Board”) in accordance with SEED’s Third Amended and Restated Memorandum and Articles of Association.
The Agreements will be executed in three separate closings as described below:
| (i) | On February 19, 2025, the First Closing (as defined in each Agreements, as amended) was completed. The Company sold and transferred a total of 1,730,454 Shares, comprised of 980,427 Shares to Winning View Investment Limited, 250,009 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 500,018 Shares to Mapfil Investment Limited. Immediately upon the First Closing, BYSI Entities’ ownership in SEED decreased to 40.12%†, but still retained controlling interest of SEED through the control of SEED Board. |
| (ii) | At the Second Closing (as defined in each Agreements, as amended, which shall be no later than December 15, 2025), the Company will sell and transfer to the Purchasers a total of 3,103,055 Shares, comprised of 1,436,327 Shares to Winning View Investment Limited, 555,576 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 1,111,152 Shares to Mapfil Investment Limited. Immediately upon the Second Closing, BYSI Entities’ ownership in SEED will further decrease to 28.02%†. BYSI Entities will lose controlling interest of SEED due to loss of control of SEED Board. |
| (iii) | At the Third Closing (as defined in each Agreement, as amended, which shall be no later than December 15, 2026), the Company will sell and transfer to the Purchasers a total of 3,500,128 Shares, comprised of 1,750,064 Shares to Winning View Investment Limited, 583,355 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 1,166,709 Shares to Mapfil Investment Limited. Immediately upon the Third Closing, BYSI Entities’ ownership in SEED will ultimately decrease to 14.37%†. |
*calculated on an as-converted basis (excluding any shares that may be reserved under an employee stock ownership plan, or similar arrangement), after taking into account the issuance of an aggregate of 5,647,059 of the Series A-3 Preferred Shares in the first close of SEED’s financing as previously disclosed.
†calculated on an as-converted basis (excluding any shares that may be reserved under an employee stock ownership plan, or similar arrangement), after taking into account the issuance of an aggregate of 5,647,059 of the Series A-3 Preferred Shares in the first close of SEED’s financing as previously disclosed, and assuming there is no other change to SEED’s share capital prior to such Closing.
The following unaudited pro forma condensed consolidated financial information is intended to show how the sale of SEED might have affected the historical consolidated financial statements of the Company if all aforementioned transactions had been completed at an earlier time as indicated herein. The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and were derived from the Company’s historical consolidated financial statements and are being presented to give effect to the sale of SEED. The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with:
| A- | The Company’s historical audited consolidated financial statements and the accompanying notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2024; and |
| B- | The Company’s historical unaudited condensed consolidated financial statements included in the Company’s Interim Report on Form 6-K for the six months ended June 30, 2024 filed with the SEC on August 29, 2024. |
The Company has determined that the sale of the 8,333,637 Shares of SEED has met the criteria under Accounting Standards Codification 205-20, Presentation of Financial Statements - Discontinued Operations ("ASC 205-20") to be classified as a discontinued operation, as the sale represents a strategic shift that will have a significant effect on the Company's operations and financial results. The Company's estimates for discontinued operations as presented in the attached pro forma condensed consolidated financial information are preliminary and actual results could differ from these estimates as the Company finalizes the discontinued operations accounting to be reported in the Company’s Form 10-K for the year ending December 31, 2024.
The unaudited pro forma condensed consolidated financial statements presented below consist of an Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024 and Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2024 and for the year ended December 31, 2023.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2024 adjusts the Company’s assets, liabilities, and stockholders' equity to reflect the sale of SEED as if the transactions had consummated on June 30, 2024. The Unaudited Pro Forma Condensed Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2024 and for the year ended December 31, 2023 reflect SEED as a discontinued operation for all periods presented as if the transactions had consummated on January 1, 2023.
The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the sale of SEED occurred on the dates indicated nor does it project the Company’s results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma condensed financial information based on available information using certain assumptions that the Company’s management believes are reasonable as of the date of this filing. As a result, the actual results reported by the Company in periods following the sale of SEED may differ materially from this unaudited pro forma condensed financial information.
BEYONDSPRING INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(Amounts in thousands of U.S Dollars (“$”), except for number of shares and per share data)
| As Reported June 30, 2024 | Disposition of SEED (a) | Other Pro Forma Adjustments (d) | Pro Forma June 30, 2024 | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 8,397 | (3,776 | ) | 35,418 | 40,039 | ||||||||||
| Restricted cash | - | - | - | - | ||||||||||||
| Short-term investment | 5,963 | (5,963 | ) | - | - | |||||||||||
| Advances to suppliers | 280 | - | - | 280 | ||||||||||||
| Prepaid expenses and other current assets | 279 | (124 | ) | - | 155 | |||||||||||
| Due from related parties | - | 9,415 | (b) | - | 9,415 | |||||||||||
| Total Current assets | 14,919 | (448 | ) | 35,418 | 49,889 | |||||||||||
| Noncurrent assets: | ||||||||||||||||
| Plant and equipment, net | 1,487 | (1,209 | ) | - | 278 | |||||||||||
| Operating lease right-of-use assets | 4,050 | (3,426 | ) | - | 624 | |||||||||||
| Long-term Equity Investments | - | (16,547 | ) (c) | 32,214 | 15,667 | |||||||||||
| Other noncurrent assets | 441 | (244 | ) | - | 197 | |||||||||||
| Total non-current Assets | 5,978 | (21,426 | ) | 32,214 | 16,766 | |||||||||||
| Total assets | $ | 20,897 | (21,874 | ) | 67,632 | 66,655 | ||||||||||
| Liabilities and equity | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 2,119 | (1,590 | ) | 200 | 729 | ||||||||||
| Accrued expenses | 1,772 | (681 | ) | - | 1,091 | |||||||||||
| Current portion of operating lease liabilities | 656 | (386 | ) | - | 270 | |||||||||||
| Deferred revenue | 2,001 | (2,001 | ) | - | - | |||||||||||
| Other current liabilities | 1,639 | (753 | ) | - | 886 | |||||||||||
| Total current liabilities | 8,187 | (5,411 | ) | 200 | 2,976 | |||||||||||
| Noncurrent liabilities: | ||||||||||||||||
| Operating lease liabilities | 3,030 | (2,579 | ) | - | 451 | |||||||||||
| Deferred revenue | 32,343 | (4,822 | ) | - | 27,521 | |||||||||||
| Other noncurrent liabilities | 3,612 | - | - | 3,612 | ||||||||||||
| Total non-current liabilities | 38,985 | (7,401 | ) | - | 31,584 | |||||||||||
| Total liabilities | 47,172 | (12,812 | ) | 200 | 34,560 | |||||||||||
| Mezzanine equity | ||||||||||||||||
| Contingently redeemable noncontrolling interests | 12,274 | (12,274 | ) | - | - | |||||||||||
| Shareholders’ deficit | ||||||||||||||||
| Ordinary shares | 4 | - | - | 4 | ||||||||||||
| Additional paid-in capital | 372,117 | 3,315 | - | 375,432 | ||||||||||||
| Accumulated deficit | (403,564 | ) | - | 67,432 | (336,132 | ) | ||||||||||
| Accumulated other comprehensive loss | 1,258 | 82 | 1,340 | |||||||||||||
| Total BeyondSpring Inc’s shareholders’ deficit | (30,185 | ) | 3,397 | 67,432 | 40,644 | |||||||||||
| Noncontrolling interests | (8,364 | ) | (185 | ) | - | (8,549 | ) | |||||||||
| Total shareholders’ deficit | (38,549 | ) | 3,212 | 67,432 | 32,095 | |||||||||||
| Total liabilities, mezzanine equity and shareholders’ deficit | $ | 20,897 | (21,874 | ) | 67,632 | 66,655 | ||||||||||
BeyondSpring Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Comprehensive Loss
(Amounts in thousands of U.S Dollars (“$”), except for number of shares and per share data)
As Reported ended June 30, 2024 | Discontinued Operations of SEED (f) | Pro Forma ended June 30, 2024 | ||||||||||
| Revenue | $ | 1,000 | (1,000 | ) | - | |||||||
| Operating expenses | ||||||||||||
| Research and development | (4,149 | ) | 2,599 | (1,550 | ) | |||||||
| General and administrative | (4,273 | ) | 1,128 | (3,145 | ) | |||||||
| Loss from operations | (7,422 | ) | 2,727 | (4,695 | ) | |||||||
| Foreign exchange loss, net | (83 | ) | - | (83 | ) | |||||||
| Interest income | 46 | (7 | ) | 39 | ||||||||
| Other income, net | 82 | (74 | ) | 8 | ||||||||
| Loss before income tax | (7,377 | ) | 2,646 | (4,731 | ) | |||||||
| Income tax benefits | - | - | - | |||||||||
| Net loss | (7,377 | ) | 2,646 | (4,731 | ) | |||||||
| Less: Net loss attributable to noncontrolling interests | (115 | ) | - | (115 | ) | |||||||
| Net loss attributable to BeyondSpring Inc. | $ | (7,262 | ) | 2,646 | (4,616 | ) | ||||||
| Net loss per share | ||||||||||||
| Basic and diluted | $ | (0.19 | ) | (0.12 | ) | |||||||
| Weighted-average shares outstanding | ||||||||||||
| Basic and diluted | 39,070,994 | 39,070,994 | ||||||||||
| Other comprehensive loss, net of tax of nil: | ||||||||||||
| Foreign currency translation adjustment | 576 | (11 | ) | 565 | ||||||||
| Comprehensive loss | (6,801 | ) | 2,635 | (4,166 | ) | |||||||
| Less: Comprehensive gain (loss) attributable to noncontrolling interests | 97 | - | 97 | |||||||||
| Comprehensive loss attributable to BeyondSpring Inc. | (6,898 | ) | 2,635 | (4,263 | ) | |||||||
As Reported ended December 31, 2023 | Discontinued Operations of SEED (f) | Other Pro Forma Adjustments (e) | Pro Forma ended December 31, 2023 | |||||||||||||
| Revenue | $ | 1,751 | (1,751 | ) | - | - | ||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | (14,635 | ) | 7,363 | - | (7,272 | ) | ||||||||||
| General and administrative | (10,230 | ) | 2,421 | - | (7,809 | ) | ||||||||||
| Loss from operations | (23,114 | ) | 8,033 | - | (15,081 | ) | ||||||||||
| Foreign exchange loss, net | (123 | ) | (5 | ) | - | (128 | ) | |||||||||
| Interest income | 421 | (99 | ) | - | 322 | |||||||||||
| Gain on disposition | - | - | 67,514 | 67,514 | ||||||||||||
| Other income, net | 974 | (10 | ) | - | 964 | |||||||||||
| Loss before income tax | (21,842 | ) | 7,919 | 67,514 | 53,591 | |||||||||||
| Income tax benefits | (106 | ) | 14 | - | (92 | ) | ||||||||||
| Net loss | (21,948 | ) | 7,933 | 67,514 | 53,499 | |||||||||||
| Less: Net loss attributable to noncontrolling interests | (922 | ) | - | - | (922 | ) | ||||||||||
| Net loss attributable to BeyondSpring Inc. | $ | (21,026 | ) | 7,933 | 67,514 | 54,421 | ||||||||||
| Net loss per share | ||||||||||||||||
| Basic and diluted | $ | (0.54 | ) | 1.40 | ||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic and diluted | 38,996,463 | 38,996,463 | ||||||||||||||
| Other comprehensive loss, net of tax of nil: | ||||||||||||||||
| Foreign currency translation adjustment | 725 | (35 | ) | - | 690 | |||||||||||
| Unrealized holding loss | - | - | - | - | ||||||||||||
| Comprehensive loss | (21,223 | ) | 7,898 | 67,514 | 54,189 | |||||||||||
| Less: Comprehensive gain (loss) attributable to noncontrolling interests | (655 | ) | - | - | (655 | ) | ||||||||||
| Comprehensive loss attributable to BeyondSpring Inc. | (20,568 | ) | 7,898 | 67,514 | 54,844 | |||||||||||
Note 1- Basis For Pro Forma Presentation
The unaudited pro forma condensed consolidated financial information has been prepared on the Company’s historical consolidated financial statements and in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.
Note 2- Pro Forma Adjustments and Assumptions
The unaudited pro forma condensed consolidated financial information has been prepared to give effect of the sale of SEED as follows:
| (a) | Reflects the elimination of the assets and liabilities of SEED as of June 30, 2024, as well as the elimination of the equity attributable to the noncontrolling interests in SEED, and non-controlling interests in SEED recognized under mezzanine equity. |
| (b) | Reflects the reversal of elimination of balance between BYSI and SEED to recognize due from SEED upon the disposition. |
| (c) | Reflects the recognition of BYSI Entities’ remaining interests in SEED at carrying value. |
| (d) | Reflects the total cash proceeds received from the Purchasers, accrual of the estimated transaction costs, the remeasurement of BYSI Entities’ remaining interests in SEED to fair value, and the related effect to the accumulated deficit. |
| (e) | Reflects the recognition of the estimated gain on sales as if the transaction had occurred on January 1, 2023, as outlined in the table below. |
| (amounts in thousands) | ||||
| Cash received from the Purchasers | $ | 35,418 | ||
| Subtract: Estimated transaction costs | 200 | |||
| Net proceeds | 35,218 | |||
| Fair value of remaining interests in SEED | 15,667 | |||
| Carrying amount of contingently redeemable noncontrolling interests | 8,959 | |||
| Carrying amount of noncontrolling interests | 185 | |||
| Subtract: Carrying amount of SEED’s operations | (7,485 | ) | ||
| Pro forma gain on disposition | $ | 67,514 | ||
| (f) | Reflects the adjustment of SEED’s operations as a discontinued operation in accordance with ASC 205-20. |