6-K

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

For the month of January 2023

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 January 9, 2023, BeyondSpring Inc. (the “Company”) issued a press release announcing the receipt of notifications from the Listing Qualifications Department of The Nasdaq Stock Market LLC, 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. 333-257639 and File No. 333-249816, and the Registration Statements on Form S-8, File No. 333-216639 and File No. 333-240082, of the Company.

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.

Date: January 9, 2023

EXHIBIT INDEX

Exhibit 99.1

BeyondSpring Receives Notifications from Nasdaq Regarding Compliance With Listing Rules

NEW YORK, January 9, 2023 – BeyondSpring Inc. (the “Company” or “BeyondSpring”) (Nasdaq: BYSI), a clinical stage global biopharmaceutical company focused on developing innovative cancer therapies, today announced that on December 29, 2022, the Company received a written notification (the “Notification Letter on Compliance”) from Nasdaq that the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). In the Notification Letter on Compliance, the staff of Nasdaq has determined that for the 10 consecutive business days from December 14, 2022 to December 28, 2022, the closing bid price of the Company’s ordinary shares had been at $1.00 per share or greater. Accordingly, the Company has regained compliance with the Nasdaq Listing Rule 5550(a)(2) and the bid price deficiency matter as previously disclosed is now closed.

In addition, on January 4, 2023, the Company received a Foreign Delinquency Compliance Plan Alert Letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”). In the Letter, the staff of Nasdaq notified the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(2), because it has not timely filed its Form 6-K for the period ended June 30, 2022 (the “Filing”). The Company has 60 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the Filing’s due date, or until June 29, 2023, to regain compliance. The Letter has no immediate effect on the listing or trading of the Company’s ordinary shares on Nasdaq. The Company’s management is working diligently to complete the Filing as soon as practicably possible to regain compliance with the Nasdaq Listing Rule 5250(c)(2).

About BeyondSpring

    Headquartered in New York City, BeyondSpring is a clinical stage global biopharmaceutical company focused on developing innovative cancer therapies to improve clinical outcomes for patients who have high unmet
      medical needs. BeyondSpring’s first-in-class lead asset, plinabulin, is being developed as a potential “pipeline in a drug” in various cancer indications as a direct anti-cancer agent and to prevent chemotherapy-induced neutropenia \(CIN\). The
      plinabulin and G-CSF combination for the prevention of CIN has demonstrated positive Phase 3 data in the PROTECTIVE-2 study. In the DUBLIN-3 study, a global, randomized, active controlled Phase 3 study, the plinabulin and docetaxel combination
      met the primary endpoint of extending overall survival compared to docetaxel alone in 2^nd^/3^rd^ line non-small cell lung cancer \(NSCLC\) \(EGFR wild type\). Additionally, plinabulin is being broadly studied in combination with
      various immuno-oncology regimens that could boost the efficacy of PD-1/PD-L1 antibodies in seven different cancers. Lastly, BeyondSpring’s pipeline includes three preclinical immuno-oncology assets and a subsidiary, SEED Therapeutics, which is
      leveraging a proprietary targeted protein degradation drug discovery platform with initial R&D collaboration with Eli Lilly.

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 the Company’s expectations regarding the potential safety, the ultimate efficacy or clinical utility of the Company’s product candidates, increased competition in the market, the
      Company’s ability to meet Nasdaq's continued listing requirements, 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.

Investor Contact:

IR@beyondspringpharma.com

Media Contact:

PR@beyondspringpharma.com