NovaBridge Biosciences 6-K, filed Jul 11, 2025
NovaBridge Biosciences (NBP)
About this 6-K
NovaBridge Biosciences filed this 6-K on July 11, 2025.
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 July 2025
Commission File Number: 001-39173
I-MAB
2440 Research Boulevard, Suite 400
Rockville, MD 20850
(Address of principal executive offices)
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 ☐
On July 11, 2025, I-MAB (the “Company”) filed an amendment to its prospectus, dated May 15, 2025 (the “Prospectus”), relating to the offer and sale of up to $21,000,000 of the Company’s American Depositary Shares (“ADSs”), each ten (10) ADSs representing twenty-three (23) ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Prospectus is part of a Registration Statement on Form F-3 filed on May 2, 2025 (File No. 333-286954).
A copy of the opinion of Harney Westwood & Riegels, the Company’s counsel as to Cayman Islands law, relating to the validity of the ADSs, and the underlying Ordinary Shares, to be issued in connection with the Prospectus, as amended, is filed with this Report on Form 6-K as Exhibit 5.1.
The information and exhibits set forth in this Form 6-K shall be deemed to be incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-286954) and Form S-8 (File No. 333-239871, File No. 333-256603, File No. 333-265684 and File No. 333-279842) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No. |
Description |
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Consent of Harney Westwood & Riegels (included in Exhibit 5.1).
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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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I-MAB |
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By |
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/s/ Joseph Skelton |
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Name |
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Joseph Skelton |
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Title |
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Chief Financial Officer |
Date: July 11, 2025
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Harney Westwood & Riegels 3501 The Center 99 Queen's Road Central Hong Kong Tel: +852 5806 7800 Fax: +852 5806 7810 |
11 July 2025
052680.0032
I-Mab
2440 Research Boulevard, Suite 400
Rockville, MD 20850
United States
Dear Sir or Madam
I-Mab (the Company)
We are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with a registration statement on form F-3, including all amendments or supplements thereto (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), filed with the U.S. Securities and Exchange Commission (the Commission) on or about the date hereof relating to the registration under the U.S. Securities Act of 1933, (the Securities Act), as amended to date, relating to the offering and sale of up to $250,000,000 ordinary shares of a par value of US$0.0001 each in the share capital of the Company (the Ordinary Shares) and American Depositary Shares (the ADSs) , each ten ADSs representing twenty-three (23) Ordinary Shares (together, the Offer Shares), including up to $50,000,000 in the aggregate of ADSs that may be issued and sold under the Sales Agreement (as defined in Schedule 1). In this opinion Companies Act means the Companies Act (Revised) of the Cayman Islands.
We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.
For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not independently verified.
The British Virgin Islands is Harneys Hong Kong office's main jurisdiction of practice. Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm. Resident Partners: M Chu | JP Engwirda | Y Fan | S Gray | P Kay | MW Kwok | IN Mann R Ng | ATC Ridgers | PJ Sephton |
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Anguilla | Bermuda | British Virgin Islands Cayman Islands | Cyprus | Hong Kong | Jersey London | Luxembourg | Shanghai | Singapore harneys.com |
Based solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:
This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact.
In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement, which is incorporated by reference into the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, as amended or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully |
/s/ Harney Westwood & Riegels
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Harney Westwood & Riegels |
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SCHEDULE 1
List of Documents and Records Examined
Copies of 1 to 5 above have been provided to us by the Company (the Corporate Documents, and together with 6 to 9 below, the Documents).
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SCHEDULE 2
Assumptions
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SCHEDULE 3
Qualifications
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