NBP 20-F/A
NovaBridge Biosciences (NBP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report _______________________
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name into English)
(Jurisdiction of Incorporation or Organization)
(Address of Principal Executive Offices)
Chief Financial Officer
Phone:
(Name, Telephone, and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
(10) American depositary shares representing twenty-three (23) ordinary shares |
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* |
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* Not for trading, but only in connection with the registration of American depository shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐
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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 13(a) of the Exchange 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
TABLE OF CONTENTS
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ITEM 6. |
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1 |
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E. |
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1 |
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ITEM 19. |
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3 |
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i
EXPLANATORY NOTE
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 have been re-executed as of the date of, and are re-filed as part of, this Amendment No. 1 as Exhibits 12.1 and 12.2.
Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original Filing nor does this Amendment No. 1 reflect any events that have occurred after the Original Filing was filed.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 24, 2026 by:
Percentage of beneficial ownership is based on 265,991,561 total outstanding ordinary shares as of March 24, 2026.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person. The beneficial owners shown in the table below may hold ordinary shares and/or ADSs. The values in the table are presented on an ordinary share basis for uniformity.
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Ordinary Shares Beneficially Owned |
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Number(1) |
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% |
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Directors and Executive Officers:** |
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Wei Fu (2) |
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30,499,709 |
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11.5 |
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Emmett T. Cunningham, Jr. M.D., Ph.D, MMPH |
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— |
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— |
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Chun Kwok Alan Au |
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262,414 |
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* |
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Conor Chia-hung Yang |
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262,414 |
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* |
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Robert Lenz, M.D., Ph.D. |
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— |
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— |
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Xin Liu |
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— |
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— |
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Ian Ying Woo |
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— |
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— |
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Xi-Yong (Sean) Fu |
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775,698 |
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* |
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Sean Wuxiong Cao, Ph. D. |
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101,023 |
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* |
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Phillip Dennis, M.D., Ph.D. |
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1,068,824 |
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* |
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Ming (Kyler) Lei |
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— |
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— |
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Liwei (Lorraine) Lin |
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— |
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— |
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Cong (Claire) Xu |
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741,308 |
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* |
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All Directors and Executive Officers as a Group |
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33,711,390 |
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12.7 |
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Other Principal Shareholders: |
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Everest Medicines Limited (3) |
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42,524,716 |
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16.0 |
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C-Bridge entities (4) |
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30,499,709 |
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11.5 |
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T INVESTMENT LIMITED (5) |
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18,795,651 |
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7.1 |
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Hillhouse entities (5) |
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13,755,306 |
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5.2 |
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* Less than 1% of our total ordinary shares on an as-converted basis outstanding as of March 24, 2026.
** Except as otherwise indicated below, the business address of our directors and executive officers is 2440 Research Blvd, Suite 400, Rockville, MD 20850, the United States.
2
To our knowledge, as of March 24, 2026, 258,164,444 of our ordinary shares were held by three record holders in the United States, representing approximately 97% of our total outstanding shares, substantially all of which were held by Citibank, N.A. (“Citibank”), the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
ITEM 19. EXHIBITS
Exhibit No. |
Description of Exhibit |
1.1 |
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2.1 |
Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3) |
2.2 |
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2.3 |
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2.4 |
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2.5 |
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3.1 |
3
Exhibit No. |
Description of Exhibit |
4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10† |
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4.11 |
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4.12 |
Amendment Two to Collaboration Agreement, dated as of November 22, 2018, between the Registrant and ABL Bio (incorporated herein by reference to Exhibit 4.16 to the annual report on Form 20-F (File No. 001-39173) filed with the SEC on April 3, 2025) |
4.13#
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4.14 |
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4.15 |
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4.16† |
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Exhibit No. |
Description of Exhibit |
4.17# |
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4.18* |
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4.19 |
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4.20 |
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4.21 |
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4.22 |
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4.23† |
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4.24† |
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4.25† |
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4.26† |
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4.27 |
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4.28 |
5
Exhibit No. |
Description of Exhibit |
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4.29 |
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4.30†# |
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4.31 |
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4.32 |
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4.33 |
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4.34* |
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4.35 |
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8.1* |
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11.1 |
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11.2* |
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12.1** |
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12.2** |
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13.1* |
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13.2* |
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15.1* |
6
Exhibit No. |
Description of Exhibit |
15.2* |
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15.3* |
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15.4* |
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15.5 |
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97.1 |
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101.INS* |
Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH* |
XBRL Taxonomy Extension Schema Document |
101.CAL* |
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
___________
* Previously filed
** Filed herewith
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.
NovaBridge Biosciences
By: /s/ Kyler Lei______________________
Name: Kyler Lei
Title: Chief Financial Officer
Date: June 16, 2026
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