|
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
| |
2834
(Primary Standard Industrial
Classification Code Number) |
| |
Not Applicable
(I.R.S. Employer
Identification Number) |
|
|
Portia Ku, Esq.
Vincent Lin, Esq. O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 +1-212-326-2000 |
| |
Yu-Hsin Lin
Belite Bio, Inc 5820 Oberlin Drive, Suite 101, San Diego, CA 92121 +1-858-246-6240 |
| |
Richard Anslow, Esq.
John J. Hart, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 +1-212-370-1300 |
|
| | | | | 1 | | | |
| | | | | 17 | | | |
| | | | | 86 | | | |
| | | | | 88 | | | |
| | | | | 89 | | | |
| | | | | 90 | | | |
| | | | | 92 | | | |
| | | | | 94 | | | |
| | | | | 96 | | | |
| | | | | 97 | | | |
| | | | | 98 | | | |
| | | | | 112 | | | |
| | | | | 138 | | | |
| | | | | 167 | | | |
| | | | | 176 | | | |
| | | | | 178 | | | |
| | | | | 183 | | | |
| | | | | 195 | | | |
| | | | | 205 | | | |
| | | | | 207 | | | |
| | | | | 212 | | | |
| | | | | 223 | | | |
| | | | | 224 | | | |
| | | | | 225 | | | |
| | | | | 226 | | | |
| | | | | F-1 | | |
Indication
|
| |
Clinical Trials
|
| |
Trial Participants
|
| |
Estimated Timeline
|
|
STGD1 | | | Phase 1 single and multiple ascending dose trial | | | Healthy adult subjects | | | Completed | |
| | | Phase 1b trial | | | Adolescent patients with STGD1 | | | Completed | |
| | | Phase 2 trial | | | Adolescent patients with STGD1 | | | Ongoing, with interim data read-outs expected to be captured at Months 12, 15, 18 and 21, and a final data read-out to be captured at Month 24. | |
| | | Phase 3 trial | | | Adolescent patients with STGD1 | | | Initiated | |
Dry AMD | | | Phase 1 single ascending dose trial | | | Healthy adult subjects | | | Completed | |
| | | Phase 2 or Phase 3 trial | | |
Patients with dry AMD
|
| | 2022 | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
| | |
(amounts in $ and in thousands,
except for shares and per share data) |
| |||||||||
Expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 3,688 | | | | | | 7,419 | | |
General and administrative
|
| | | | 2,055 | | | | | | 2,378 | | |
Total operating expenses
|
| | | | 5,743 | | | | | | 9,797 | | |
Loss from operations
|
| | | | (5,743) | | | | | | (9,797) | | |
Other income (expense): | | | | | | | | | | | | | |
Interest income
|
| | | | 12 | | | | | | 5 | | |
Interest expense
|
| | | | (21) | | | | | | — | | |
Other income
|
| | | | — | | | | | | 126 | | |
Total other (expense) income, net
|
| | | | (9) | | | | | | 131 | | |
Loss before income tax
|
| | | | (5,752) | | | | | | (9,666) | | |
Income tax expense
|
| | | | (1) | | | | | | — | | |
Net loss
|
| | | | (5,753) | | | | | | (9,666) | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of nil tax
|
| | | | 6 | | | | | | (152) | | |
Total comprehensive loss
|
| | | $ | (5,747) | | | | | $ | (9,818) | | |
Weighted average number of ordinary shares used in per share calculation: | | | | | | | | | | | | | |
—Basic and Diluted
|
| | | | 8,790,397 | | | | | | 9,569,932 | | |
Net loss per ordinary share | | | | | | | | | | | | | |
—Basic and Diluted
|
| | | $ | (0.65) | | | | | $ | (1.01) | | |
| | |
As of
December 31, 2020 |
| |
As of
December 31, 2021 |
| ||||||
| | |
(amounts in $ and in
thousands) |
| |||||||||
Selected Consolidated Balance Sheets Data: | | | | | | | | | | | | | |
Cash
|
| | | $ | 25,618 | | | | | $ | 17,344 | | |
Total assets
|
| | | $ | 25,741 | | | | | $ | 18,348 | | |
Total liabilities
|
| | | $ | 972 | | | | | $ | 1,635 | | |
Total convertible preferred shares
|
| | | $ | 31,806 | | | | | $ | 31,806 | | |
Total shareholders’ deficit
|
| | | $ | (7,037) | | | | | $ | (15,093) | | |
Total liabilities, convertible preferred shares and shareholders’ deficit
|
| | | $ | 25,741 | | | | | $ | 18,348 | | |
| | |
As of December 31, 2021
|
| |||||||||||||||
| | |
Actual
|
| |
Pro forma
|
| |
Pro forma
as adjusted(1) |
| |||||||||
| | |
(amounts in US$ thousands, except
for shares and per share data) |
| |||||||||||||||
| | | | $ | | | | | $ | | | | | $ | | | |||
Convertible preferred shares: | | | | | | | | | | | | | | | | | | | |
Series A convertible preferred shares, US$0.0001 par value; 2,377,642 shares (actual) and no shares (pro forma and pro forma as adjusted) authorized; 2,377,642 shares issued and outstanding (actual); no shares issued and outstanding (pro forma and pro forma as adjusted)
|
| | | $ | 8,806 | | | | | | — | | | | | | — | | |
Series B convertible preferred shares, US$0.0001 par value; 5,443,272 shares (actual) and no shares (pro forma and pro forma as adjusted) authorized; 5,443,272 shares issued and outstanding (actual); no shares issued and outstanding (pro forma and pro forma as adjusted)
|
| | | $ | 23,000 | | | | | | — | | | | | | — | | |
Total convertible preferred shares
|
| | | $ | 31,806 | | | | | | — | | | | | | — | | |
Shareholders’ deficit: | | | | | | | | | | | | | | | | | | | |
Ordinary shares, par value of US$0.0001 per share; 492,179,086 shares authorized; 10,274,403 shares issued and outstanding (actual); 18,095,317 and 24,095,317 shares issued and outstanding (pro forma and pro forma as adjusted)
|
| | | | 1 | | | | | | 2 | | | | | | 2 | | |
Additional paid-in capital
|
| | | | 12,325 | | | | | | 44,130 | | | | | | 75,561 | | |
Accumulated other comprehensive loss
|
| | | | (196) | | | | | | (196) | | | | | | (196) | | |
Accumulated deficit
|
| | | | (27,223) | | | | | | (27,223) | | | | | | (27,223) | | |
Total shareholders’ equity (deficit)
|
| | | | (15,093) | | | | | | 16,713 | | | | | | 48,144 | | |
| | |
Per
Ordinary Share |
| |
Per
ADS |
|
Assumed initial public offering price
|
| |
US$6.00
|
| | US$6.00 | |
Net tangible book value as of December 31, 2021
|
| |
US$1.55
|
| | US$1.55 | |
Pro forma net tangible book value after giving effect to the conversion of our preferred shares
|
| |
US$0.88
|
| | US$0.88 | |
Pro forma as adjusted net tangible book value after giving effect to the conversion of our preferred shares and this offering
|
| |
US$2.00
|
| | US$2.00 | |
Amount of dilution in net tangible book value to new investors in this offering
|
| |
US$4.00
|
| | US$4.00 | |
| | |
Ordinary Shares
Purchased |
| |
Total Consideration
|
| |
Average
Price Per Ordinary Share |
| |
Average
Price Per ADS |
| |||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |||||||||||||||
Existing shareholders
|
| | | | 18,095,317 | | | | | | 75% | | | | US$44,132,000 | | | | | 55% | | | | US$2.44 | | | US$2.44 | |
New investors
|
| | | | 6,000,000 | | | | | | 25% | | | | US$36,000,000 | | | | | 45% | | | | US$6.00 | | | US$6.00 | |
Total
|
| | | | 24,095,317 | | | | | | 100.0% | | | | US$80,132,000 | | | | | 100.0% | | | | | | | | |
| | |
For the Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
| | |
(In thousand US Dollars, except
share and per share amounts) |
| |||||||||
Selected Consolidated Statements of Operations and Comprehensive Loss | | | | | | | | | | | | | |
Total operating expenses(1)
|
| | | | 5,743 | | | | | | 9,797 | | |
Total other (expense) income, net
|
| | | | (9) | | | | | | 131 | | |
Net loss
|
| | | | (5,753) | | | | | | (9,666) | | |
Total comprehensive loss
|
| | | $ | (5,747) | | | | | $ | (9,818) | | |
Weighted average number of ordinary shares used in per share calculation, basic and diluted
|
| | | | 8,790,397 | | | | | | 9,569,932 | | |
Net loss per ordinary share, basic and diluted
|
| | | | (0.65) | | | | | | (1.01) | | |
| | |
Year Ended
|
| |||||||||
| | |
December 31,
2020 |
| |
December 31,
2021 |
| ||||||
| | |
(amounts in $
and in thousands) |
| |||||||||
Research and development
|
| | | $ | 77 | | | | | $ | 52 | | |
General and administrative
|
| | | | 1,286 | | | | | | 1,478 | | |
Total
|
| | | $ | 1,363 | | | | | $ | 1,530 | | |
| | |
As of
December 31, 2020 |
| |
As of
December 31, 2021 |
| ||||||
| | |
(amounts in $
and in thousands) |
| |||||||||
Selected Consolidated Balance Sheets Data: | | | | | | | | | | | | | |
Cash
|
| | | $ | 25,618 | | | | | $ | 17,344 | | |
Total assets
|
| | | $ | 25,741 | | | | | $ | 18,348 | | |
Total liabilities
|
| | | $ | 972 | | | | | $ | 1,635 | | |
Total convertible preferred shares
|
| | | $ | 31,806 | | | | | $ | 31,806 | | |
Total shareholders’ deficit
|
| | | $ | (7,037) | | | | | $ | (15,093) | | |
Total liabilities, convertible preferred shares and shareholders’ deficit
|
| | | $ | 25,741 | | | | | $ | 18,348 | | |
| | |
For the Years Ended December 31,
|
| |
Change
|
| | ||||||||||||||||||||
| | |
2020
|
| |
2021
|
| | ||||||||||||||||||||
| | |
(amounts in $ and in thousands)
|
| | | | | | | |
(%)
|
| | ||||||||||||||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development(1)
|
| | | | 3,688 | | | | | | 7,419 | | | | | | 3,731 | | | | | | 101.2 | | | | ||
General and administrative(1)
|
| | | | 2,055 | | | | | | 2,378 | | | | | | 323 | | | | | | 15.7 | | | | ||
Total operating expenses
|
| | | | 5,743 | | | | | | 9,797 | | | | | | 4,054 | | | | | | 70.6 | | | | ||
Loss from operations
|
| | | | (5,743) | | | | | | (9,797) | | | | | | (4,054) | | | | | | 70.6 | | | | ||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 12 | | | | | | 5 | | | | | | (7) | | | | | | (58.3) | | | | ||
Interest expense
|
| | | | (21) | | | | | | — | | | | | | 21 | | | | | | 100 | | | | ||
Other income
|
| | | | — | | | | | | 126 | | | | | | 126 | | | | | | | | | | ||
Total other (expense) income, net
|
| | | | (9) | | | | | | 131 | | | | | | 140 | | | | | | 1,555.6 | | | | ||
Loss before income tax
|
| | | | (5,752) | | | | | | (9,666) | | | | | | (3,914) | | | | | | 168.0 | | | | ||
Income tax expense
|
| | | | (1) | | | | | | — | | | | | | 1 | | | | | | 100 | | | | ||
Net loss
|
| | | | (5,753) | | | | | | (9,666) | | | | | | (3,915) | | | | | | 168.0 | | | | ||
Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of nil tax
|
| | | | 6 | | | | | | (152) | | | | | | (158) | | | | | | (2,633.3) | | | | ||
Total comprehensive loss
|
| | | $ | (5,747) | | | | | $ | (9,818) | | | | | $ | (4,071) | | | | | $ | (70.8) | | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Research and development
|
| | | $ | 77 | | | | | $ | 52 | | |
General and administrative
|
| | | | 1,286 | | | | | | 1,478 | | |
Total
|
| | | $ | 1,363 | | | | | $ | 1,530 | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||||||||
(in $ thousands, except percentages)
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||
| | |
$
|
| |
%
|
| |
$
|
| |
%
|
| ||||||||||||
Contracted research expenses and clinical trial expenses
|
| | | | 1,979 | | | | | | 53.7 | | | | | | 6,384 | | | | | | 86.0 | | |
Consultancy and professional service fees
|
| | | | 319 | | | | | | 8.6 | | | | | | 492 | | | | | | 6.6 | | |
Royalties
|
| | | | 1,187 | | | | | | 32.2 | | | | | | 103 | | | | | | 1.4 | | |
Other expenses
|
| | | | 203 | | | | | | 5.5 | | | | | | 440 | | | | | | 6.0 | | |
Total
|
| | | $ | 3,688 | | | | | | 100 | | | | | $ | 7,419 | | | | | | 100 | | |
| | |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Grant Date Fair Value |
| |
Weighted
Average Remaining Term (Years) |
| |
Aggregate
Intrinsic Value |
| |||||||||||||||
Outstanding as of January 1, 2020
|
| | | | 1,335,794 | | | | | $ | 0.1191 | | | | | $ | 2.4720 | | | | | | 9.96 | | | | | | 3,301 | | |
Granted
|
| | | | 2,807,381 | | | | | $ | 0.4386 | | | | | $ | 2.2574 | | | | | | — | | | | | | — | | |
Exercised
|
| | | | (727,676) | | | | | $ | 0.1191 | | | | | $ | 2.4720 | | | | | | — | | | | | | — | | |
Forfeited or expired
|
| | | | (19,601) | | | | | $ | 0.1191 | | | | | $ | 2.4733 | | | | | | — | | | | | | — | | |
Outstanding as of December 31, 2020
|
| | | | 3,395,898 | | | | | $ | 0.3832 | | | | | $ | 2.2946 | | | | | | 9.80 | | | | | | 7,834 | | |
Granted
|
| | | | 41,736 | | | | | $ | 4.2254 | | | | | $ | 0.4626 | | | | | | — | | | | | | — | | |
Exercised
|
| | | | (706,406) | | | | | $ | 0.3289 | | | | | $ | 2.3311 | | | | | | — | | | | | | — | | |
Forfeited or expired
|
| | | | (748,667) | | | | | $ | 0.4386 | | | | | $ | 2.2574 | | | | | | — | | | | | | — | | |
Outstanding Options, December 31, 2021
|
| | | | 1,982,561 | | | | | $ | 0.4626 | | | | | $ | 2.2571 | | | | | | 8.82 | | | | | $ | 4,480 | | |
Vested and Expected to Vest Options as of December 31 2021
|
| | | | 844,774 | | | | | $ | 0.3935 | | | | | $ | 2.3052 | | | | | | 8.58 | | | | | $ | 1,969 | | |
Exercisable Options as of December 31, 2021
|
| | | | 356,067 | | | | | $ | 0.2291 | | | | | $ | 2.4192 | | | | | | 7.99 | | | | | $ | 891 | | |
| | |
As of
December 17, 2019 |
| |
As of
December 23, 2020 |
| |
As of
March 1, 2021 |
| |||||||||
Risk-free interest rate
|
| |
1.72% – 1.74%
|
| | | | 0.51% | | | | | | 0.87% | | | |||
Expected volatility range
|
| |
35.50% – 35.72%
|
| | | | 36.59% | | | | | | 36.75% | | | |||
Exercise multiple
|
| | | | 2.8 | | | | | | 2.8 | | | | | | 2.8 | | |
Expected dividend yield
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
Years ended December 31,
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Research and development
|
| | | $ | 77 | | | | | $ | 52 | | |
General and administrative
|
| | | | 1,286 | | | | | | 1,478 | | |
Total
|
| | | $ | 1,363 | | | | | $ | 1,530 | | |
Indication
|
| |
Clinical Trials
|
| |
Trial Participants
|
| |
Estimated Timeline
|
|
STGD1
|
| |
Phase 1 single and multiple ascending dose trial
|
| |
Healthy adult subjects
|
| |
Completed
|
|
| Phase 1b trial | | | Adolescent patients with STGD1 | | | Completed | | ||
| Phase 2 trial | | | Adolescent patients with STGD1 | | | Ongoing, with interim data read-outs expected to be captured at Months 12, 15, 18 and 21, and a final data read-out to be captured at Month 24. | | ||
| Phase 3 trial | | | Adolescent patients with STGD1 | | | Initiated | | ||
Dry AMD
|
| |
Phase 1 single ascending dose trial
|
| |
Healthy adult subjects
|
| |
Completed
|
|
| Phase 2 or Phase 3 trial | | | Patients with dry AMD | | | 2022 | |
Adverse Events
|
| |
Severity
|
| |
Relationship
to Drug |
| |
Frequency
(#Patients) |
| |
%
Recovered |
| |
% On-going
|
| |||||||||
Xanthopsia/Chromatopsia
|
| | | | Mild | | | |
Definitely Related
|
| | | | 7/11 | | | |
7/7 (100%)
|
| | | | 0/7 | | |
Delayed Dark Adaptation (DDA)
|
| | | | Mild | | | |
Definitely Related
|
| | | | 7/11 | | | |
7/7 (100%)
|
| | | | 0/7 | | |
Night Vision Impairment
|
| | | | Mild | | | |
Definitely Related
|
| | | | 1/11 | | | |
1/1 (100%)
|
| | | | 0/1 | | |
Adverse Events
|
| |
Severity
|
| |
Relationship
to Drug |
| |
Frequency
(#Patients) |
| |
%
Recovered |
| |
% On-going
|
| ||||||
Xanthopsia/Chromatopsia
|
| | | | Mild | | | |
Definitely Related
|
| | | | 6/13 | | | |
3/6 (50%)
|
| |
3/6 (50%)
|
|
Delayed Dark Adaptation (DDA)
|
| | | | Mild | | | |
Definitely Related
|
| | | | 8/13 | | | |
1/8 (12.5%)
|
| |
7/8 (87.5%)
|
|
Night Vision Impairment
|
| | | | Mild | | | |
Definitely Related
|
| | | | 1/13 | | | |
0/1
|
| |
1/1 (100%)
|
|
Increasing error score on FM100
|
| | | | Mild | | | |
Probably Related
|
| | | | 1/13 | | | |
0/1
|
| |
1/1 (100%)
|
|
Adverse Events
|
| |
Severity
|
| |
Frequency (#Subjects)
|
|
Xanthopsia – yellow being more prominent in their color vision | | |
Mild
|
| |
1/29
|
|
Adverse Events
|
| |
Severity
|
| |
Frequency (#Subjects)
|
|
Delayed Dark Adaptation (DDA) | | |
Mild
|
| |
16/24
|
|
Xanthopsia – yellow being more prominent in their colour vision | | |
Mild
|
| |
1/24
|
|
Photophobia – sensitivity to light | | |
Mild
|
| |
1/24
|
|
Ocular migraine | | |
Mild
|
| |
1/24
|
|
Intermittent dyspepsia (indigestion) | | |
Mild
|
| |
1/24
|
|
Migraine | | |
Moderate
|
| |
1/24
|
|
Patent
Family No. |
| |
Type of Patent
|
| |
Issued Countries/ Regions
and/or Application Type |
| |
Pending
Countries/ Regions and/or Application Type |
| |
Termination Date
(mm/dd/yyyy) |
| |
Subject to
“March-in Rights” (Yes/ No) |
|
1 | | | Utility – Methods of Use | | |
U.S
Europe Japan |
| | N.A | | | 11/22/2031 | | | Yes | |
2 | | | Utility – Methods of Use | | | U.S | | | N.A | | | 04/30/2033 | | | Yes | |
3 | | | Utility – Manufacture and Composition of Matter | | |
U.S
U.S Divisional #1 Europe Europe Divisional |
| |
U.S Divisional #2
Hong Kong |
| | 03/13/2034 | | | Yes | |
4 | | | Utility – Manufacture and Composition of Matter | | |
U.S
U.S Continuation #1 U.S Continuation #2 Europe |
| | N.A | | | 03/13/2034 | | | Yes | |
5 | | | Utility – Manufacture and Composition of Matter | | |
U.S
U.S Divisional |
| | N.A | | | 03/13/2034 | | | Yes | |
6 | | | Utility – Manufacture and Composition of Matter | | |
U.S
U.S Continuation |
| | N.A | | | 03/13/2034 | | | Yes | |
7 | | |
Utility – Manufacture
and Composition of Matter |
| |
U.S
U.S Continuation #1 U.S Continuation #2 U.S Continuation #3 U.S Continuation #4 Europe Australia India Mexico Japan Philippines China Singapore Indonesia |
| |
U.S Continuation
#5 Hong Kong South Korea Myanmar Thailand Canada China Divisional New Zealand Brazil Europe Divisional |
| | 04/29/2035 | | | Yes | |
8 | | | Utility – Methods of Use | | | N.A | | |
U.S
Europe Hong Kong China |
| | 08/01/2039 | | | Yes | |
Patent
Family No. |
| |
Type of Patent
|
| |
Issued Countries/
Regions and/or Application Type |
| |
Pending
Countries/ Regions and/or Application Type |
| |
Termination
Date (mm/dd/yyyy) |
| |
Subject to
“March-in Rights” (Yes/ No) |
|
9 | | |
Utility – Methods of
Use |
| |
U.S,
U.S Divisional #1 |
| |
U.S Divisional #2
Europe Taiwan Hong Kong |
| | 06/14/2038 | | | No | |
Patent
Family No. |
| |
Type of Patent
|
| |
Issued Countries/
Regions and/or Application Type |
| |
Pending
Countries/ Regions and/or Application Type |
| |
Expected
Termination Date (mm/dd/yyyy) |
| |
Subject to
“March-in Rights” (Yes/ No) |
|
10 | | |
Utility – Methods of
Use |
| | N.A | | |
Europe
Taiwan Hong Kong |
| | 06/14/2038 | | | No | |
11 | | | Utility – Formulations | | | N.A | | |
U.S
Europe Australia Canada China India Israel Japan South Korea Singapore Taiwan |
| | 07/06/2040 | | | No | |
12 | | | Utility – Companion Diagnostics | | | N.A | | | U.S Provisional | | | 05/21/2042 | | | No | |
13 | | | Utility – Formulation | | | N.A | | | U.S Provisional | | | 11/23/2042 | | | No | |
14 | | |
Utility – Assessing
Visual Function |
| | N.A | | | U.S Provisional | | | 04/14/2043 | | | No | |
Functions
|
| |
Number of
Employees |
| |
% of Total
|
| ||||||
Finance and Accounting
|
| | | | 5 | | | | | | 42% | | |
Research and Development
|
| | | | 7 | | | | | | 58% | | |
Total | | | | | 12 | | | | | | 100% | | |
Name
|
| |
Age
|
| |
Positions(s)
|
|
Yu-Hsin Lin | | |
44
|
| | Chief Executive Officer, Chairman of the Board of Directors* | |
Hao-Yuan Chuang | | |
38
|
| | Chief Financial Officer, Director* | |
Nathan L. Mata | | |
56
|
| | Chief Scientific Officer | |
Ching-Chen Chiu | | |
52
|
| |
Vice President of Clinical Operations
|
|
Wan-Shan Chen | | |
36
|
| | Director* | |
Hung-Wei Chen | | |
40
|
| | Director* | |
John M. Longo | | |
53
|
| | Independent Director Nominee# | |
Ita Lu | | |
45
|
| | Independent Director Nominee# | |
Gary C. Biddle | | |
70
|
| | Independent Director Nominee# | |
Name
|
| |
Ordinary
Shares Underlying Options |
| |
Exercise
Price (US$/Share) |
| |
Date of Grant
|
| |
Date of Expiration
|
| ||||||
Yu-Hsin Lin
|
| | | | 827,814 | | | | | $ | 0.4386 | | | |
December 23, 2020
|
| |
December 22, 2030
|
|
| | | | | * | | | | | $ | 6.00(1) | | | |
April 18, 2022#
|
| |
##
|
|
Hao-Yuan Chuang
|
| | | | 579,471 | | | | | $ | 0.4386 | | | |
December 23, 2020
|
| |
December 22, 2030
|
|
| | | | | * | | | | | $ | 6.00(1) | | | |
April 18, 2022#
|
| |
##
|
|
Nathan L. Mata
|
| | | | 748,667 | | | | | $ | 6.00(1) | | | |
April 18, 2022#
|
| |
##
|
|
Ching-Chen Chiu
|
| | | | 350,000 | | | | | $ | 6.00(1) | | | |
April 18, 2022#
|
| |
##
|
|
Wan-Shan Chen
|
| | | | * | | | | | $ | 0.4386 | | | |
December 23, 2020
|
| |
December 22, 2030
|
|
Hung-Wei Chen
|
| | | | * | | | | | $ | 0.4386 | | | |
December 23, 2020
|
| |
December 22, 2030
|
|
John M. Longo
|
| | | | * | | | | | $ | 6.00(1) | | | |
April 18, 2022#
|
| |
##
|
|
Gary C. Biddle
|
| | | | * | | | | | $ | 6.00(1) | | | |
April 18, 2022#
|
| |
##
|
|
All directors and executive officers as
a group |
| | | | 2,853,442 | | | | | | | | | | | | | | |
| | |
Ordinary Shares Beneficially
Owned Prior to This Offering |
| |
Ordinary Shares Beneficially Owned
After This Offering |
| ||||||||||||||||||||||||
| | |
Ordinary
Shares |
| |
% of
Beneficial Ownership† |
| |
Ordinary
Shares |
| |
% of
Beneficial Ownership |
| |
% of
aggregate voting power†† |
| |||||||||||||||
Directors and Executive Officers**: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Yu-Hsin Lin(1)
|
| | | | 2,463,015 | | | | | | 13.61% | | | | | | 2,773,758 | | | | | | 11.51% | | | | | | 11.51% | | |
Hao-Yuan Chuang(2)
|
| | | | 529,193 | | | | | | 2.92% | | | | | | 532,241 | | | | | | 2.21% | | | | | | 2.21% | | |
Nathan L. Mata
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ching-Chen Chiu
|
| | | | * | | | | | | * | | | | | | * | | | | | | * | | | | | | * | | |
Wan-Shan Chen(3)
|
| | | | * | | | | | | * | | | | | | * | | | | | | * | | | | | | * | | |
Hung-Wei Chen(4)
|
| | | | 193,526 | | | | | | 1.07% | | | | | | * | | | | | | * | | | | | | * | | |
John M. Longo (independent director nominee).
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ita Lu (independent director nominee)(5).
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gary C. Biddle (independent director nominee)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lin Bioscience International Ltd(6).
|
| | | | 13,928,597 | | | | | | 76.97% | | | | | | 16,428,597 | | | | | | 68.18% | | | | | | 68.18% | | |
Securities/Purchaser
|
| |
Date of Issuance
|
| |
Number of Securities
|
| |
Exercise
Price |
| |||
Options | | | | | | | | | | | | | |
Certain directors, officers and employees
|
| |
December 17, 2019
|
| |
Option to purchase up to 1,335,794 ordinary shares
|
| | | $ | 0.1191 | | |
Certain directors, officers and employees
|
| |
December 23, 2020
|
| |
Option to purchase up to 2,807,381 ordinary shares
|
| | | $ | 0.4386(1) | | |
Certain key consultants
|
| |
March 1, 2021
|
| |
Option to purchase up to 41,736 ordinary shares
|
| | | $ | 4.2254 | | |
Certain directors, officers and employees
|
| |
April 18, 2022#
|
| |
Option to purchase up to 1,698,667 ordinary shares
|
| | | $ | 6.00(2) | | |
Service
|
| |
Fees
|
|
• To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash) | | | Up to US$0.05 per ADS issued | |
• Cancellation of ADSs, including the case of termination of the deposit agreement | | | Up to US$0.05 per ADS cancelled | |
• Distribution of cash dividends | | | Up to US$0.05 per ADS held | |
• Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements | | | Up to US$0.05 per ADS held | |
• Distribution of ADSs pursuant to exercise of rights. | | | Up to US$0.05 per ADS held | |
• Distribution of securities other than ADSs or rights to purchase additional ADSs | | | Up to US$0.05 per ADS held | |
• Depositary services | | | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
If we:
|
| |
Then:
|
|
Change the nominal or par value of our ordinary shares | | | The cash, shares or other securities received by the depositary will become deposited securities. | |
Reclassify, split up or consolidate any of the deposited securities | | | Each ADS will automatically represent its equal share of the new deposited securities. | |
Distribute securities on the ordinary shares that are not distributed to you, or
Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action |
| | The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. | |
Name
|
| |
Number of ADSs
|
| |||
The Benchmark Company, LLC
|
| | | | 6,000,000 | | |
Total
|
| | | | 6,000,000 | | |
| | |
Total
|
| |||||||||||||||
| | |
Per ADS
|
| |
No Exercise
|
| |
Full exercise
|
| |||||||||
Public offering price
|
| | | US$ | | | | | | US$ | | | | | US$ | | | ||
Underwriting discounts and commissions(1)
|
| | | US$ | | | | | | US$ | | | | | US$ | | | ||
Proceeds, before expenses, to us
|
| | | US$ | | | | | | US$ | | | | | US$ | | | |
|
SEC Registration Fee
|
| | | US$ | 4,000 | | |
|
FINRA Filing Fee
|
| | | | 8,000 | | |
|
Stock Exchange Market Entry and Listing Fee
|
| | | | 75,000 | | |
|
Printing and Engraving Expenses
|
| | | | 126,000 | | |
|
Legal Fees and Expenses
|
| | | | 1,697,000 | | |
|
Accounting Fees and Expenses
|
| | | | 84,000 | | |
|
Miscellaneous
|
| | | | 155,000 | | |
| Total | | | | US$ | 2,149,000 | | |
| | |
PAGE(S)
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
December 31
|
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
ASSETS | | | | ||||||||||
Current Assets
Cash |
| | | $ | 25,618 | | | | | $ | 17,344 | | |
Prepayments and other current assets
|
| | | | 50 | | | | | | 87 | | |
Total current assets
|
| | | | 25,668 | | | | | | 17,431 | | |
Property and equipment, net
|
| | | | 46 | | | | | | 94 | | |
Prepayment for property and equipment
|
| | | | 20 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 815 | | |
Security deposits
|
| | | | 7 | | | | | | 8 | | |
TOTAL ASSETS
|
| | | $ | 25,741 | | | | | $ | 18,348 | | |
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT
|
| | | ||||||||||
Current liabilities | | | | | | | | | | | | | |
Other payable due to related parties
|
| | | $ | 26 | | | | | $ | 71 | | |
Accrued expenses and other liabilities
|
| | | | 946 | | | | | | 1,564 | | |
Total current liabilities
|
| | | | 972 | | | | | | 1,635 | | |
TOTAL LIABILITIES
|
| | | | 972 | | | | | | 1,635 | | |
Commitments and contingencies | | | | | | | | | | | | | |
Convertible preferred shares | | | | | | | | | | | | | |
Series A convertible preferred shares, US$0.0001 par value, 2,377,642 shares authorized, issued and outstanding as of December 31, 2020 and 2021
|
| | | | 8,806 | | | | | | 8,806 | | |
Series B convertible preferred shares, US$0.0001 par value, 5,443,272 shares authorized, issued and outstanding as of December 31, 2020 and 2021
|
| | | | 23,000 | | | | | | 23,000 | | |
Total convertible preferred shares
|
| | | | 31,806 | | | | | | 31,806 | | |
Shareholders’ deficit | | | | | | | | | | | | | |
Ordinary shares, par value of US$0.0001 per share; 492,179,086 shares authorized;
9,567,997 and 10,274,403 shares issued and outstanding as of December 31, 2020 and 2021, respectively |
| | | | 1 | | | | | | 1 | | |
Additional paid-in capital
|
| | | | 10,563 | | | | | | 12,325 | | |
Accumulated other comprehensive loss
|
| | | | (44) | | | | | | (196) | | |
Accumulated deficit
|
| | | | (17,557) | | | | | | (27,223) | | |
Total shareholders’ deficit
|
| | | | (7,037) | | | | | | (15,093) | | |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT
|
| | | $ | 25,741 | | | | | $ | 18,348 | | |
| | |
For the Years Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Expenses | | | | | | | | | | | | | |
Research and development
|
| | | | 3,688 | | | | | | 7,419 | | |
General and administrative
|
| | | | 2,055 | | | | | | 2,378 | | |
Total operating expenses
|
| | | | 5,743 | | | | | | 9,797 | | |
Loss from operations
|
| | | | (5,743) | | | | | | (9,797) | | |
Other income (expense): | | | | | | | | | | | | | |
Interest income
|
| | | | 12 | | | | | | 5 | | |
Interest expense
|
| | | | (21) | | | | | | — | | |
Other income
|
| | | | — | | | | | | 126 | | |
Total other (expense) income, net
|
| | | | (9) | | | | | | 131 | | |
Loss before income tax
|
| | | | (5,752) | | | | | | (9,666) | | |
Income tax expense
|
| | | | (1) | | | | | | — | | |
Net loss
|
| | | | (5,753) | | | | | | (9,666) | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustments, net of nil tax
|
| | | | 6 | | | | | | (152) | | |
Total comprehensive loss
|
| | | $ | (5,747) | | | | | $ | (9,818) | | |
Weighted average number of ordinary shares used in per share calculation: | | | | | | | | | | | | | |
− Basic and Diluted
|
| | | | 8,790,397 | | | | | | 9,569,932 | | |
Net loss per ordinary share
|
| | | | | | | | | | | | |
− Basic and Diluted
|
| | | $ | (0.65) | | | | | $ | (1.01) | | |
| | |
Convertible Preferred
Shares |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
other Comprehensive loss |
| |
Accumulated
deficit |
| |
Total
Shareholders’ deficit |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2020
|
| | | | — | | | | | $ | — | | | | | | | 7,840,321 | | | | | $ | 1 | | | | | $ | 8,114 | | | | | $ | (50) | | | | | $ | (11,804) | | | | | $ | (3,739) | | |
Issuance of ordinary shares
|
| | | | — | | | | | | — | | | | | | | 500,000 | | | | | | — | | | | | | 500 | | | | | | — | | | | | | — | | | | | | 500 | | |
Issuance of ordinary shares upon conversion of other payable due to related parties
|
| | | | — | | | | | | — | | | | | | | 500,000 | | | | | | — | | | | | | 500 | | | | | | — | | | | | | — | | | | | | 500 | | |
Issuance of Series A preferred shares
|
| | | | 1,833,892 | | | | | | 6,792 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series A preferred shares upon conversion of convertible promissory notes
|
| | | | 543,750 | | | | | | 2,014 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series B preferred shares
|
| | | | 5,443,272 | | | | | | 23,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercise of share options
|
| | | | — | | | | | | — | | | | | | | 727,676 | | | | | | — | | | | | | 86 | | | | | | — | | | | | | — | | | | | | 86 | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,363 | | | | | | — | | | | | | — | | | | | | 1,363 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,753) | | | | | | (5,753) | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | — | | | | | | 6 | | |
Balance as of December 31, 2020
|
| | | | 7,820,914 | | | | | $ | 31,806 | | | | | | | 9,567,997 | | | | | $ | 1 | | | | | $ | 10,563 | | | | | $ | (44) | | | | | $ | (17,557) | | | | | $ | (7,037) | | |
Exercise of share options
|
| | | | — | | | | | | — | | | | | | | 706,406 | | | | | | — | | | | | | 232 | | | | | | — | | | | | | — | | | | | | 232 | | |
Share-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,530 | | | | | | — | | | | | | — | | | | | | 1,530 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,666) | | | | | | (9,666) | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (152) | | | | | | — | | | | | | (152) | | |
Balance as of December 31, 2021
|
| | | | 7,820,914 | | | | | $ | 31,806 | | | | | | | 10,274,403 | | | | | $ | 1 | | | | | $ | 12,325 | | | | | $ | (196) | | | | | $ | (27,223) | | | | | $ | (15,093) | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2020
|
| |
2021
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (5,753) | | | | | $ | (9,666) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation
|
| | | | 17 | | | | | | 30 | | |
Share-based compensation expense
|
| | | | 1,363 | | | | | | 1,530 | | |
Gain on disposal of property and equipment
|
| | | | — | | | | | | (8) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Other receivables due from related parties
|
| | | | 4 | | | | | | — | | |
Prepayments
|
| | | | 192 | | | | | | (35) | | |
Other payables due to related parties
|
| | | | (19) | | | | | | 45 | | |
Accrued expenses and other liabilities
|
| | | | (254) | | | | | | 632 | | |
Security deposits
|
| | | | 8 | | | | | | (2) | | |
Net cash used in operating activities
|
| | | | (4,442) | | | | | | (7,474) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Acquisition of property and equipment
|
| | | | — | | | | | | (74) | | |
Prepayments for property and equipment
|
| | | | (20) | | | | | | — | | |
Proceeds from disposal of property and equipment
|
| | | | — | | | | | | 18 | | |
Net cash used in investing activities
|
| | | | (20) | | | | | | (56) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Payments of deferred offering costs
|
| | | | — | | | | | | (815) | | |
Proceeds from related party loan
|
| | | | 131 | | | | | | — | | |
Repayment of related party loan
|
| | | | (2,450) | | | | | | — | | |
Proceeds from issuance of ordinary shares
|
| | | | 500 | | | | | | — | | |
Proceed from issuance of convertible preferred shares
|
| | | | 29,792 | | | | | | — | | |
Proceed from exercise of share options
|
| | | | 86 | | | | | | 232 | | |
Net cash used in financing activities
|
| | | | 28,059 | | | | | | (583) | | |
Effects of exchange rate on cash
|
| | | | 4 | | | | | | (161) | | |
NET (DECREASE) INCREASE IN CASH
|
| | | | 23,601 | | | | | | (8,274) | | |
CASH AT BEGINNING OF THE YEAR
|
| | | | 2,017 | | | | | | 25,618 | | |
CASH AT END OF THE PERIOD
|
| | | $ | 25,618 | | | | | $ | 17,344 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | | | | | | | | | |
Interest paid
|
| | | | 19 | | | | | | — | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING | | | | | | | | | | | | | |
Conversion of convertible promissory notes and accrued interest into convertible preferred shares
|
| | | | 2,014 | | | | | | — | | |
Conversion of other payable due to related parties into ordinary shares
|
| | | | 500 | | | | | | — | | |
Subsidiaries
|
| |
Date of
incorporation |
| |
Place of
incorporation |
| |
Ownership
|
| |
Principal
activities |
|
Belite Bio Holdings Corp.
(“Belite Holding”) |
| | June 10, 2016 | | |
The United States of America
|
| | 100% owned by Belite | | | Investment holding | |
Belite Bio, LLC
(“Belite USA”) |
| | June 10, 2016 | | |
The United States of America
|
| |
100% owned by Belite Holding
|
| |
Research and development
|
|
RBP4 Pty Ltd
(“RBP4”) |
| | August 13, 2018 | | | Australia | | |
100% owned by Belite Holding
|
| | Clinical trial activities | |
Belite Bio (HK) Limited
(“Belite HK”) |
| | June 10, 2021 | | | Hong Kong | | | 100% owned by Belite | | | Investment holding | |
Belite Bio (Shanghai) Limited
(“Belite Shanghai”) |
| | August 12, 2021 | | | China | | | 100% owned by Belite HK | | | Clinical trial activities | |
Supplier
|
| |
2020
|
| |
2021
|
| ||||||
A | | | | $ | * | | | | | $ | 2,385 | | |
B | | | | | * | | | | | | 1,213 | | |
C | | | | | 776 | | | | | | 765 | | |
D | | | | | 1,187 | | | | | | * | | |
E | | | | | 448 | | | | | | * | | |
F | | | | | 442 | | | | | | * | | |
G | | | | | 423 | | | | | | * | | |
| | |
As of December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Prepayments | | | | | | | | | | | | | | | ||
− Prepayments for other services
|
| | | $ | 10 | | | | | $ | 64 | | | | ||
Deductible value-added tax input
|
| | | | 40 | | | | | | 23 | | | | ||
| | | | $ | 50 | | | | | $ | 87 | | | |
| | |
As of December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Laboratory equipment
|
| | | $ | 92 | | | | | $ | 141 | | | | ||
Less: accumulated depreciation
|
| | | | (46) | | | | | | (47) | | | | ||
Total
|
| | | $ | 46 | | | | | $ | 94 | | | |
| | |
As of December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Research and development
|
| | | $ | 488 | | | | | $ | 741 | | | | ||
Legal and consulting
|
| | | | 266 | | | | | | 525 | | | | ||
License royalties
|
| | | | 187 | | | | | | 147 | | | | ||
Other
|
| | | | 5 | | | | | | 151 | | | | ||
| | | | $ | 946 | | | | | $ | 1,564 | | | |
| | |
December 31, 2020 and 2021
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||
| | |
Preferred
Shares Authorized |
| |
Preferred
Shares Issued and Outstanding |
| |
Carrying
Value |
| |
Liquidation
Value |
| |
Common
Stock Issuable Upon Conversion |
| | | | | |||||||||||||||||||||||
Series A Preferred Shares
|
| | | | 2,377,642 | | | | | $ | 2,377,642 | | | | | $ | 8,806 | | | | | $ | 8,806 | | | | | | 2,377,642 | | | | | | | ||||||||
Series B Preferred Shares
|
| | | | 5,443,272 | | | | | | 5,443,272 | | | | | | 23,000 | | | | | | 23,000 | | | | | | 5,443,272 | | | | | | | ||||||||
Total
|
| | | | 7,820,914 | | | | | | 7,820,914 | | | | | | 31,806 | | | | | | 31,806 | | | | | | 7,820,914 | | | | | | |
| | |
As of December 17,
2019 |
| |
As of December 23,
2020 |
| |
As of March 1,
2021 |
|
Risk-free interest rate
|
| |
1.72% – 1.74%
|
| |
0.51%
|
| |
0.87%
|
|
Expected volatility range
|
| |
35.50% – 35.72%
|
| |
36.59%
|
| |
36.75%
|
|
Exercise multiple
|
| |
2.8
|
| |
2.8
|
| |
2.8
|
|
Expected dividend yield
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Grant Date Fair Value |
| |
Weighted
Average Remaining Term (Years) |
| |
Aggregate
Intrinsic Value |
| |||||||||||||||
Outstanding as of January 1, 2020
|
| | | | 1,335,794 | | | | | $ | 0.1191 | | | | | $ | 2.4720 | | | | | | 9.96 | | | | | | 3,301 | | |
Granted
|
| | | | 2,807,381 | | | | | $ | 0.4386 | | | | | $ | 2.2574 | | | | | | — | | | | | | — | | |
Exercised
|
| | | | (727,676) | | | | | $ | 0.1191 | | | | | $ | 2.4720 | | | | | | — | | | | | | — | | |
Forfeited or expired
|
| | | | (19,601) | | | | | $ | 0.1191 | | | | | $ | 2.4733 | | | | | | — | | | | | | — | | |
Outstanding as of December 31, 2020
|
| | | | 3,395,898 | | | | | $ | 0.3832 | | | | | $ | 2.2946 | | | | | | 9.80 | | | | | | 7,834 | | |
Granted
|
| | | | 41,736 | | | | | $ | 4.2254 | | | | | $ | 0.4626 | | | | | | — | | | | | | — | | |
Exercised
|
| | | | (706,406) | | | | | $ | 0.3289 | | | | | $ | 2.3311 | | | | | | — | | | | | | — | | |
Forfeited or expired
|
| | | | (748,667) | | | | | $ | 0.4386 | | | | | $ | 2.2574 | | | | | | — | | | | | | — | | |
Outstanding Options, December 31, 2021
|
| | | | 1,982,561 | | | | | $ | 0.4626 | | | | | $ | 2.2571 | | | | | | 8.82 | | | | | $ | 4,480 | | |
Vested and Expected to Vest Options as of December 31, 2021
|
| | | | 844,774 | | | | | $ | 0.3935 | | | | | $ | 2.3052 | | | | | | 8.58 | | | | | $ | 1,969 | | |
Exercisable Options as of December 31, 2021
|
| | | | 356,067 | | | | | $ | 0.2291 | | | | | $ | 2.4192 | | | | | | 7.99 | | | | | $ | 891 | | |
| | |
Years ended December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Research and development
|
| | | $ | 77 | | | | | $ | 52 | | | | ||
General and administrative
|
| | | | 1,286 | | | | | | 1,478 | | | | ||
Total | | | | $ | 1,363 | | | | | $ | 1,530 | | | |
| | | | | | | ||||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Federal statutory tax rate
|
| | | | 21% | | | | | | 21% | | | | ||
State taxes
|
| | | | 8.84% | | | | | | 8.84% | | | | ||
Withholding tax
|
| | | | 0.02% | | | | | | 0.00% | | | | ||
Research and development credit
|
| | | | (0.03)% | | | | | | (0.33)% | | | | ||
Non-deductible expenses
|
| | | | (0.27)% | | | | | | (0.20)% | | | | ||
Changes in valuation allowances
|
| | | | (29.54)% | | | | | | (29.31)% | | | | ||
Effective tax rate
|
| | | $ | 0.02% | | | | | $ | 0.00% | | | |
| | |
As of December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Deferred income tax assets | | | | | | | | | | | | | | | ||
Research and development credits
|
| | | $ | 59 | | | | | $ | 103 | | | | ||
Net operating loss carryforwards
|
| | | | 3,687 | | | | | | 4,005 | | | | ||
| | | | | 3,746 | | | | | | 4,108 | | | | ||
Valuation allowance
|
| | | | (3,746) | | | | | | (4,108) | | | | ||
Total net deferred income tax assets
|
| | | $ | — | | | | | $ | — | | | |
| | |
Years ended December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Numerator: | | | | | | | | | | | | | | | ||
Net loss attributable to ordinary shareholders
|
| | | $ | (5,753) | | | | | $ | (9,666) | | | | ||
Denominator: | | | | | | | | | | | | | | | ||
Weighted average number of ordinary shares outstanding – basic and diluted
|
| | | | 8,790,397 | | | | | | 9,569,932 | | | | ||
Net loss per share – basic and diluted
|
| | | $ | (0.65) | | | | | $ | (1.01) | | | |
| | |
Years ended December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Convertible preferred shares
|
| | | | 7,820,914 | | | | | | 7,820,914 | | | | ||
Outstanding share options
|
| | | | 3,395,898 | | | | | | 1,982,561 | | | | ||
Total
|
| | | | 11,216,812 | | | | | | 9,803,475 | | | |
Name of related parties
|
| |
Relationship with the Company
|
|
Lin BioScience, Inc. | | | The ultimate shareholder of the Company | |
Lin Bioscience International Ltd. | | | The shareholder of the Company | |
Lin BioScience Pty Ltd | | | Controlled by the ultimate shareholder of the Company | |
| | |
As of December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Due to related parties | | | | | | | | | | | | | | | ||
Lin BioScience, Inc.
|
| | | $ | 26 | | | | | $ | 71 | | | |
| | |
Years ended December 31,
|
| | | | |||||||||
| | |
2020
|
| |
2021
|
| | ||||||||
Lin BioScience, Inc.: | | | | | | | | | | | | | | | ||
Research and Development Expense
|
| | | $ | — | | | | | $ | 183 | | | | ||
Professional Service Expense
|
| | | $ | 21 | | | | | $ | — | | | | ||
Interest Expense
|
| | | $ | 17 | | | | | $ | — | | | |
Securities/Purchaser
|
| |
Date of Issuance
|
| |
Number of Securities
|
| |
Exercise Price
|
|
Options | | | | | | | | | | |
Certain directors, officers and employees | | |
December 17, 2019
|
| |
Option to purchase up
to 1,335,794 ordinary shares |
| |
$0.1191
|
|
Certain directors, officers and employees | | |
December 23, 2020
|
| |
Option to purchase up
to 2,807,381 ordinary shares |
| |
$0.4386(1)
|
|
Certain key consultants | | |
March 1, 2021
|
| |
Option to purchase up
to 41,736 ordinary shares |
| |
$4.2254
|
|
Securities/Purchaser
|
| |
Date of Issuance
|
| |
Number of Securities
|
| |
Exercise Price
|
|
Certain directors, officers and employees | | |
April 18, 2022#
|
| |
Option to purchase up to 1,698,667 ordinary
shares |
| |
$6.00(2)
|
|
|
Exhibit
Number |
| |
Description of Document
|
|
| 1.1* | | | Form of Underwriting Agreement | |
| 3.1† | | | | |
| 3.2† | | | | |
| 4.1† | | | Registrant’s Specimen American Depositary Receipt (included in Exhibit 4.3) | |
| 4.2† | | | | |
| 4.3† | | | | |
| 4.4† | | | | |
| 4.5† | | | | |
| 5.1† | | | | |
| 8.1† | | | Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1) | |
| 8.2† | | | | |
| 10.1† | | | | |
| 10.2† | | | | |
| 10.3† | | | | |
| 10.4† | | | | |
| 10.5† | | | | |
| 10.6† | | | | |
| 10.7#† | | | | |
| 10.8† | | | | |
| 10.9† | | | | |
| 10.10#† | | | | |
| 10.11#† | | | | |
| 10.12#† | | | | |
| 10.13#† | | | | |
| 10.14† | | | |
|
Exhibit
Number |
| |
Description of Document
|
|
| 10.15† | | | | |
| 21.1† | | | | |
| 23.1 | | | | |
| 23.2† | | | Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) | |
| 23.3† | | | | |
| 24.1† | | | | |
| 99.1† | | | | |
| 99.2† | | | | |
| 99.3† | | | | |
| 99.4† | | | | |
| 99.5† | | | | |
| 107 | | | |
| | | | BELITE BIO, INC | | |||
| | | | By: | | |
/s/ Yu-Hsin Lin
Name: Yu-Hsin Lin
Title: Chief Executive Officer and Chairman |
|
|
Signature
|
| |
Title
|
|
|
/s/ Yu-Hsin Lin
Name: Yu-Hsin Lin
|
| | Chief Executive Officer, Chairman of the Board of Directors (Principal Executive Officer) | |
|
/s/ Wan-Shan Chen
Name: Wan-Shan Chen
|
| | Director | |
|
/s/ Hung-Wei Chen
Name: Hung-Wei Chen
|
| | Director | |
|
/s/ Hao-Yuan Chuang
Name: Hao-Yuan Chuang
|
| | Chief Financial Officer, Director (Principal Financial and Accounting Officer) | |
| | | | Authorized U.S. Representative | | |||
| | | | By: | | |
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director |
|
Exhibit 10.2
BELITE BIO, INC
2022 PERFORMANCE INCENTIVE PLAN
1. | PURPOSE OF PLAN |
The purpose of this Belite Bio, Inc 2022 Performance Incentive Plan (this “Plan”) of Belite Bio, Inc, an exempted company organized under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Company”), is to promote the success of the Company by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Company’s shareholders.
2. | ELIGIBILITY |
The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its Subsidiaries; (b) a director of the Company or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Company or the Company’s compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any company or other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company; and “Board” means the Board of Directors of the Company.
1
3. | PLAN ADMINISTRATION |
3.1 | The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees (or subcommittees, as the case may be) appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and any other applicable law, to one or more officers of the Company, its authority under this Plan. The Board or another committee (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under this Plan. Unless otherwise provided in the Memorandum and Articles of Association of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator. |
3.2 | Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)), including, without limitation, the authority to: |
(a) | determine eligibility and, from among those persons determined to be eligible, determine the particular Eligible Persons who will receive an award under this Plan; |
(b) | grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons (in the case of securities-based awards), determine the other specific terms and conditions of awards consistent with the express limits of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance-based exercisability or vesting requirements, determine the circumstances in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such adjustment, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, establish the events (if any) on which exercisability or vesting may accelerate (which may include, without limitation, retirement and other specified terminations of employment or services, or other circumstances), and establish the events (if any) of termination, expiration or reversion of such awards; |
(c) | approve the forms of any award agreements (which need not be identical either as to type of award or among participants); |
2
(d) | construe and interpret this Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and participants under this Plan, make any and all determinations under this Plan and any such agreements, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan; |
(e) | cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5; |
(f) | accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all such outstanding awards (in the case of options or share appreciation rights, within the maximum term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a retirement or other termination of employment or services, or other circumstances) subject to any required consent under Section 8.6.5; |
(g) | adjust the number of Ordinary Shares subject to any award, adjust the price of any or all outstanding awards (including the exercise or base price of any outstanding option or share appreciation right as contemplated by Section 3.6), or otherwise waive or change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6; |
(h) | determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action to approve the award (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action approving the award); |
(i) | determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take any other actions contemplated by Section 7 in connection with the occurrence of an event of the type described in Section 7; |
(j) | acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, shares of equivalent value, or other consideration; |
(k) | determine the fair market value of the Ordinary Shares or awards under this Plan from time to time and/or the manner in which such value will be determined; and |
(l) | take any actions necessary to alter the method of option exercise and the exchange and transmittal of proceeds with respect to participants reside outside the U.S. in order to comply with applicable foreign exchange and tax regulations and any other applicable laws and regulations. |
3
3.3 | Binding Determinations. Any determination or other action taken by, or inaction of, the Company, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, nor the Company or any of its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to meet the requirements of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applicable to ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant with respect to an award. |
3.4 | Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith. |
3.5 | Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties. |
3.6 | Option and SAR Repricing. Subject to Section 4 and Section 8.6.5, the Administrator, from time to time and in its sole discretion, may provide for (1) the amendment of any outstanding option or SAR to reduce the exercise price or base price of the award, (2) the cancellation, exchange, or surrender of an outstanding option or SAR in exchange for cash or other awards (for the purpose of repricing the award or otherwise), or (3) the cancellation, exchange, or surrender of an outstanding option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award. For avoidance of doubt, the Administrator may take any or all of the foregoing actions under this Section 3.6 without shareholder approval. |
4
4. | ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS |
4.1 | Shares Available. Subject to the provisions of Section 7.1, the shares that may be delivered under this Plan shall be the Company’s authorized but unissued Ordinary Shares and any of its Ordinary Shares held as treasury shares. For purposes of this Plan, “Ordinary Shares” shall mean the ordinary shares of the Company and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1. |
4.2 | Aggregate Share Limit. The maximum number of Ordinary Shares that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to the sum of the following: |
(1) | 1,748,667 Ordinary Shares, plus |
(2) | the number of any shares subject to options granted under the Belite Bio, Inc Amended and Restated Share Incentive Plan (the “Share Incentive Plan”) and outstanding on the date of shareholder approval of this Plan (the “Shareholder Approval Date”) which expire, or for any reason are cancelled or terminated, after the Shareholder Approval Date without being exercised. |
In addition, the Share Limit shall automatically increase on the first trading day in January of each calendar year during the term of this Plan, commencing with January 2023, by an amount equal to (i) four percent (4%) of the total number of Ordinary Shares issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such lesser number of Ordinary Shares as may be established by the Board.
4.3 | ISO Share Limit. The maximum number of Ordinary Shares that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 5,000,000 shares. This sub-limit is in addition to, not in lieu of, the aggregate Share Limit in Section 4.2. |
4.4 | Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this Section 4.4: |
(a) | Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan. |
5
(b) | Except as provided below, to the extent that Ordinary Shares are delivered pursuant to the exercise of a share appreciation right granted under this Plan, the number of underlying shares which are actually issued in payment of the award shall be counted against the Share Limit. (For purposes of clarity, if a share appreciation right relates to 100,000 shares and is exercised in full at a time when the payment due to the participant is 15,000 shares, 15,000 shares shall be counted against the Share Limit with respect to such exercise and the 85,000 shares not issued shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan.) |
(c) | Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award granted under this Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award granted under this Plan, shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan. In addition, shares that are exchanged by a participant or withheld by the Company after the Shareholder Approval Date as full or partial payment in connection with any award granted under the Share Incentive Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its Subsidiaries after the Shareholder Approval Date to satisfy the tax withholding obligations related to any award granted under the Share Incentive Plan, shall be available for new awards under this Plan. |
(d) | To the extent that an award granted under this Plan is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan. |
(e) | In the event that Ordinary Shares are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Company pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against the Share Limit). |
(f) | The Company may not increase the Share Limit by repurchasing Ordinary Shares on the market (by using cash received through the exercise of options or otherwise). |
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Refer to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Sections 7 and 8.10.
4.5 | No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards (or any particular award) granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award. |
5. | AWARDS |
5.1 | Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its Subsidiaries. The types of awards that may be granted under this Plan are: |
5.1.1 Options. An option is the grant of a right to purchase a specified number of Ordinary Shares during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The agreement evidencing the grant of an option to a U.S. resident will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The Administrator may designate any option granted under this Plan to a non-U.S. resident in accordance with the rules and regulations applicable to the options in the jurisdiction in which such person is a resident. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of an Ordinary Share on the date of grant of the option; provided, however, that the Administrator may in its discretion establish a per share exercise price for any option granted to an Eligible Person who is not subject to U.S. taxes that is less than 100% of the fair market value of an Ordinary Share on the grant date. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.4.
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5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of shares with respect to which ISOs first become exercisable by a participant in any calendar year exceeds US$100,000, taking into account both Ordinary Shares subject to ISOs under this Plan and shares subject to ISOs under all other plans of the Company or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the US$100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the US$100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Company or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of shares of each subsidiary in the chain beginning with the Company and ending with the subsidiary in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding Ordinary Shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, unless the exercise price of such option is at least 110% of the fair market value of the shares subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.
5.1.3 Share Appreciation Rights. A share appreciation right or “SAR” is a right to receive a payment, in cash and/or Ordinary Shares, equal to the excess of the fair market value of a specified number of Ordinary Shares on the date the SAR is exercised over the “base price” of the award, which base price shall be set forth in the applicable award agreement and shall be not less than 100% of the fair market value of an Ordinary Share on the date of grant of the SAR; provided, however, that the Administrator may in its discretion establish a per share base price for any SAR granted to an Eligible Person who is not subject to U.S. taxes that is less than 100% of the fair market value of an Ordinary Share on the grant date. The maximum term of a SAR shall be ten (10) years.
5.1.4 Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) share bonuses, restricted shares, performance shares, share units, restricted share units, deferred shares, phantom shares or similar rights to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Ordinary Shares, and any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. The types of cash awards that may be granted under this Plan include the opportunity to receive a payment for the achievement of one or more goals established by the Administrator, on such terms as the Administrator may provide, as well as discretionary cash awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent rights may not be granted as to an option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the portion of an award that is subject to unsatisfied vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable vesting requirements are not satisfied.
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5.2 | Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved by the Administrator (an “award agreement”), and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require. The Administrator may authorize any officer of the Company (other than the particular award recipient) to execute any or all award agreements on behalf of the Company. |
5.3 | Deferrals and Settlements. Payment of awards may be in the form of cash, Ordinary Shares, other awards or combinations thereof as the Administrator shall determine, and with such restrictions (if any) as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. |
5.4 | Consideration for Ordinary Shares or Awards. The purchase price (if any) for any award granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods: |
(a) | services rendered by the recipient of such award; |
(b) | cash, check payable to the order of the Company, or electronic funds transfer; |
(c) | notice and third party payment in such manner as may be authorized by the Administrator; |
(d) | the delivery of previously owned Ordinary Shares; |
(e) | by a reduction in the number of shares otherwise deliverable pursuant to the award; or |
(f) | subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. |
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In no event shall any shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable law. Ordinary Shares used to satisfy the exercise price of an option shall be valued at their fair market value . The Company will not be obligated to record in the Company’s register of members or deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied, at which point the relevant shares shall be issued and noted in the Company’s register of members. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay any purchase or exercise price of any award or shares by any method other than cash payment to the Company. The Administrator may take all actions necessary to alter the method of option exercise and the exchange and transmittal of proceeds with respect to participants resident outside the U.S. in order to comply with applicable foreign exchange and tax regulations and any other applicable laws and regulations.
5.5 | Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for an Ordinary Share on the Nasdaq Stock Market (the “Market”) for the date in question or, if no sales of Ordinary Shares were reported on the Market on that date, the closing price (in regular trading) for an Ordinary Share on the Market on the last day preceding the date in question on which sales of Ordinary Shares were reported on the Market. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for an Ordinary Share on the Market on the last trading day preceding the date in question or the average of the high and low trading prices of an Ordinary Share on the Market for the date in question or the most recent trading day. If the Ordinary Shares are no longer listed or are no longer actively traded on the Market as of the applicable date, the fair market value of the Ordinary Shares shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date). |
5.6 | Transfer Restrictions. |
5.6.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of), and, in the case of Ordinary Shares, registered in the name of, the participant.
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5.6.2 Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).
5.6.3 Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to:
(a) | transfers to the Company (for example, in connection with the expiration or termination of the award); |
(b) | the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution; |
(c) | subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if received by the Administrator; |
(d) | if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative; or |
(e) | the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the Administrator. |
5.7 | International Awards. One or more awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted need not comply with other specific terms of this Plan, provided that shareholder approval of any deviation from the specific terms of this Plan is not required by applicable law or any applicable listing agency. |
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6. | EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS |
6.1 | General. The Administrator shall establish the effect (if any) of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Company or one of its Subsidiaries, is not a member of the Board, and provides other services to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Company or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated. |
6.2 | Events Not Deemed Terminations of Employment. Unless the express policy of the Company or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be considered terminated in the case of: (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Company or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable maximum term of the award. |
6.3 | Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Company a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction. |
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7. | ADJUSTMENTS; ACCELERATION |
7.1 | Adjustments. |
(a) | Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, share split (including a share split in the form of a share dividend) or reverse share split; any merger, combination, consolidation, conversion or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Ordinary Shares; or any exchange of Ordinary Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; then the Administrator shall equitably and proportionately adjust: (1) the number and type of Ordinary Shares (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan); (2) the number, amount and type of Ordinary Shares (or other securities or property) subject to any outstanding awards; (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards; and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding awards. |
(b) | Without limiting the generality of Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons. |
7.2 | Corporate Transactions - Assumption and Termination of Awards. |
(a) | Upon any event in which the Company does not survive, or does not survive as a public company in respect of its Ordinary Shares (including, without limitation, a dissolution, merger, combination, consolidation, conversion, amalgamation, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, shares or assets of the Company, in any case in connection with which the Company does not survive or does not survive as a public company in respect of its Ordinary Shares), then the Administrator may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding awards or the cash, securities or property deliverable to the holder of any or all outstanding awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Administrator has made provision for the award to be terminated (and the Administrator has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the award): (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all restricted shares then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award (with any performance goals applicable to the award in each case being deemed met, unless otherwise provided in the award agreement, at the “target” performance level); and (2) each award (including any award or portion thereof that, by its terms, does not accelerate and vest in the circumstances) shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event). |
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(b) | Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances. |
(c) | For purposes of this Section 7.2, an award shall be deemed to have been “assumed” if (without limiting other circumstances in which an award is assumed) the award continues after an event referred to above in this Section 7.2, and/or is assumed and continued by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “Parent”)), and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the award, for each Ordinary Share subject to the award immediately prior to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the shareholders of the Company for each Ordinary Share sold or exchanged in such event (or the consideration received by a majority of the shareholders participating in such event if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for an Ordinary Share in the event is not solely the ordinary shares of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise or payment of the award, for each share subject to the award, to be solely ordinary shares of the successor corporation or a Parent equal in fair market value to the per share consideration received by the shareholders participating in the event. |
(d) | The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award. In the case of an option, SAR or similar right as to which the per share amount payable upon or in respect of such event is less than or equal to the exercise or base price of the award, the Administrator may terminate such award in connection with an event referred to in this Section 7.2 without any payment in respect of such award. |
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(e) | In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration and/or termination to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration and/or termination does not occur. |
(f) | Without limiting the generality of Section 3.3, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons. |
(g) | The Administrator may override the provisions of this Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in this Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable US$100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code. |
8. | OTHER PROVISIONS |
8.1 | Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of Ordinary Shares, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including, but not limited to, securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company or one of its Subsidiaries, provide such assurances and representations to the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements. |
8.2 | No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary. |
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8.3 | No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Company or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement. |
8.4 | Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company. |
8.5 | Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of Ordinary Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon any other tax withholding event with respect to any award, arrangements satisfactory to the Company shall be made to provide for any taxes the Company or any of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment. Such arrangements may include (but are not limited to) any one of (or a combination of) the following: |
(a) | The Company or one of its Subsidiaries shall have the right to require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of the amount of any taxes which the Company or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment. |
(b) | The Company or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be) the amount of any taxes which the Company or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment. |
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(c) | In any case where a tax is required to be withheld in connection with the delivery of Ordinary Shares under this Plan (including the sale of Ordinary Shares as may be required to comply with applicable foreign or local foreign exchange rules), the Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy any applicable withholding obligation on exercise, vesting or payment. |
8.6 | Effective Date, Termination and Suspension, Amendments. |
8.6.1 Effective Date. This Plan is effective as of April 16, 2022, the date of its approval by the Board (the “Effective Date”). This Plan shall be submitted for and subject to shareholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board and subject to any extension that may be approved by shareholders, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.
8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.
8.6.3 Shareholder Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.
8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards.
8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Company under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.
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8.7 | Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of share ownership as to any Ordinary Shares not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery. |
8.8 | Governing Law; Severability. |
8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the Cayman Islands, notwithstanding any conflict of law provision to the contrary.
8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.
8.9 | Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. |
8.10 | Share-Based Awards in Substitution for Options or Awards Granted by Other Company. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee options, SARs, restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its Subsidiaries, in connection with a distribution, merger, amalgamation or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the shares or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the ordinary shares (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted or assumed by an acquired company (or previously granted or assumed by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan. |
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8.11 | Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Ordinary Shares, under any other plan or authority. |
8.12 | No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect, or restrict in any way the right or power of the Company or any Subsidiary (or any of their respective shareholders, boards of directors or committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the authorized shares (or the rights thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan or authority (or any other action with respect to any benefit, incentive or compensation) of the Company or any Subsidiary, or (g) any other corporate act or proceeding by the Company or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Subsidiary, as a result of any such action. Awards need not be structured so as to be deductible for tax purposes. |
8.13 | Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Company or its Subsidiaries. |
8.14 | Clawback Policy. The awards granted under this Plan are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any Ordinary Shares or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards). |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement on Amendment No.1 to Form F-1 of our report dated March 15, 2022, with respect to our audits of consolidated financial statements of Belite Bio, Inc and Subsidiaries as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021. We also consent to the reference to our firm under the heading “Experts” in the Registration Statement.
/s/ Friedman LLP
New York, New York
April 20, 2022
Exhibit 107
Calculation of Filing Fee Tables
F-1
(Form Type)
Belite Bio, Inc
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price(1)(2) |
Fee Rate |
Amount of Registration Fee |
|||||||||||||
Fees to Be Paid | Equity | Ordinary Shares, par value US$0.0001 per share(3) | 457(o) | — | — | $ | 41,400,000 | 0.0000927 | $ | 3,837.78 | ||||||||||
Equity | Warrants to purchase Ordinary Shares represented by ADSs issued to the representative of the underwriters (“Representative’s Warrants”) | 457(g) | — | — | — | — | — | (4) | ||||||||||||
Equity | Ordinary Shares underlying Representative’s Warrants | 457(g) | — | — | $ | 1,293,750 | 0.0000927 | $ | 119.93 | |||||||||||
Total Offering Amounts | $ | 42,693,750 | $ | 3,957.71 | ||||||||||||||||
Total Fees Previously Paid | 4,370.81 | |||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||
Net Fee Due | $ | 0 |
(1) Includes ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional ADSs.
(2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(3) American depositary shares issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents one ordinary share.
(4) In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the common stock underlying the warrants, and no separate fee is payable for the warrants.