This prospectus relates to the proposed resale or other disposition by the selling securityholders identified herein (the "Selling Securityholders") of up to (i) 13,664,251 (the "Private Placement Shares") outstanding ordinary shares with a par value of US$0.001 per share ("Ordinary Shares") issued pursuant to the Private Placement (as defined below), (ii) 131,434 Ordinary Shares (the "Private Placement Pre-Funded Warrant Shares") issuable upon the exercise of pre-funded warrants (the "Private Placement Pre-Funded Warrants") issued pursuant to the Private Placement and (iii) 1,387,866 outstanding Ordinary Shares (the "Fairmount Shares"), 1,636,706 Ordinary Shares (the "Fairmount Pre-Funded Warrant Shares") issuable upon the exercise of pre-funded warrants (the "Fairmount Pre-Funded Warrants"), and 2,890,000 Ordinary Shares (the "Fairmount Series A Conversion Shares") issuable upon the conversion of Series A non-voting convertible preferred shares (the "Fairmount Series A Shares"), in each case, held by Fairmount Healthcare Fund II L.P. as of immediately prior to the closing of the Private Placement. The Private Placement Shares, the Private Placement Pre-Funded Warrant Shares, the Fairmount Shares, the Fairmount Pre-Funded Warrant Shares and the Fairmount Series A Conversion Shares are referred to herein as the "Resale Shares." The registration statement on Form S-1 of which this prospectus forms a part was originally declared effective on January 15, 2026. As of February 23, 2026, to our knowledge, at least 129,414 Private Placement Shares have been sold under such registration statement (the "Sold Shares"). The Sold Shares are no longer covered by this prospectus or included as Resale Shares under this prospectus.
The Private Placement Shares and Private Placement Pre-Funded Warrants were issued and sold to accredited investors in a private placement, which closed on December 8, 2025 (the "Private Placement"). The Fairmount Shares, Fairmount Pre-Funded Warrants and Fairmount Series A Shares were issued and sold to Fairmount prior to the closing of the Private Placement and were held by Fairmount as of immediately prior the closing of the Private Placement, and Fairmount is a Selling Securityholder hereunder. We are not selling any Resale Shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of Resale Shares by the Selling Securityholders. Upon any exercise of the Private Placement Pre-Funded Warrants or the Fairmount Pre-Funded Warrants by payment of cash, however, we will receive the nominal cash exercise price paid by the holders thereof. We intend to use those proceeds, if any, for general corporate purposes.
The Selling Securityholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See the disclosure under the heading "Plan of Distribution" elsewhere in this prospectus for more information about how the Selling Securityholders may sell or otherwise dispose of their Resale Shares hereunder.
The Selling Securityholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the Selling Securityholders may sell their Resale Shares hereunder following the effective date of the registration statement of which this prospectus forms a part. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Resale Shares will be borne by the Selling Securityholders. We will pay certain fees and expenses (other than discounts, concessions, commissions and similar selling expenses) incident to the registration of the Resale Shares with the U.S. Securities and Exchange Commission ("SEC").
You should carefully read this prospectus and any applicable prospectus supplement before you invest in any of the securities being offered.
Login to comment