Opening the filing
8-K
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 30, 2026, BeyondSpring Inc. (the “ Company ”)
completed the closing (the “ Closing ”) of the previously disclosed transactions under the Share Purchase and Collaboration Agreement, dated as of September 28, 2026 (the “ Purchase and Collaboration Agreement ”), by and among the Company, Dalian Wanchunbulin Pharmaceuticals Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (“ China ”)
and a majority owned indirect subsidiary of the Company (“ Bulin ”), and Biolin Investment Limited, a limited company formed under the laws of Hong Kong (the “ Investor ”
and, together with the Company and Bulin, the “ Parties ”).
At the Closing, the Company sold and transferred to the Investor the entire issued share capital in BeyondSpring Ltd., a BVI business company incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company that indirectly holds the interests in Bulin (the “ Sale ”). There is no material relationship between any of the Parties or any of their respective 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 and Collaboration Agreement, including the Sale, and the Company’s indirect ownership of Bulin prior to the Closing.
As previously disclosed, pursuant to the terms and subject to the conditions set forth in the Purchase and Collaboration Agreement, the Parties established a strategic collaboration with respect to certain development activities involving the conduct and completion of the China portion of DUBLIN-4, a global Phase 3 trial of Plinabulin in combination with docetaxel for the treatment of patients with advanced or metastatic non-squamous non-small cell lung cancer without actionable genomic alterations whose disease has progressed following prior anti-PD-(L)1 antibody therapy and platinum-based chemotherapy (such trial, the “ Ongoing Trial ”). The obligation on the part of the Investor to conduct and complete the China portion of the Ongoing Trial, and to cause Bulin to take certain actions related thereto, constituted the non-cash consideration for the Sale. No cash consideration was paid or payable by the Investor to the Company at the Closing. As previously disclosed, the Company will receive access to clinical data generated from the China portion of the Ongoing Trial.
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. Specifically, this pro forma financial information gives effect to the completion of the Sale pursuant to the terms of the Purchase and Collaboration Agreement . 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.
The foregoing description of the Purchase and Collaboration Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase and Collaboration Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 29, 2026, and which is incorporated herein by reference.
Exhibit 99.1
No cash consideration was payable to the Company.
During the three-year period following the closing date (the ”Enrollment Period”), Bulin is required to use commercially reasonable efforts to achieve specified patient-enrollment target (the ”Target Enrollment”). If the Target Enrollment is not achieved by the end of the Enrollment Period, the Investor will be required to return a portion of the equity interests acquired in the Sale based on the enrollment shortfall, including 100% of such equity interests if the shortfall is 90% or greater (the ”Clawback”). Because the amount and value of the Bulin Data depend on future patient enrollment, trial performance and data generation, the Company determined that its rights to receive and use the Bulin Data and its rights under the Clawback are economically interrelated and collectively constitute contingent noncash consideration for the Sale. The contingent consideration did not meet the definition of a derivative, and the Company elected to account for the arrangement as a gain contingency under ASC 450-30, accordingly, no amount attributable to the contingent consideration has been reflected in the unaudited pro forma condensed consolidated financial information. Any gain attributable to the contingent consideration will be recognized when the contingency is resolved and the gain is realized or realizable.
Following completion of the Sale, the Company no longer controls (i) BeyondSpring Ltd. and its consolidated subsidiaries, including Bulin and SEED Technology Limited (the ”BeyondSpring Ltd. Disposal Group”), and (ii) SEED Therapeutics Inc. (”SEED”) and its consolidated subsidiaries (the ”SEED Disposal Group”). Before the Sale, the Company controlled SEED through its right to designate a majority of SEED’s Board of Directors, despite holding less than 50% of SEED’s equity interests, directly and indirectly through SEED Technology Limited. The Sale transferred the indirect interests to the Investor. After the Sale, the Company retained one common share of SEED and Series A-1 preferred shares representing approximately 29% of SEED’s voting power on an as-converted basis, together with the right to elect two Series A-1 directors; those retained interests and rights do not provide the Company with control over SEED.
The following unaudited pro forma condensed consolidated financial information gives effect to the Sale described above, including the deconsolidation of two disposal groups.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the Sale as if it had occurred on June 30, 2026. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024 give effect to the Sale as if it had occurred on January 1, 2024.