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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark One) | |||||
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2024
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from to | |||||
Commission file number: 001-37686
BEIGENE, LTD.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 98-1209416 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| c/o Mourant Governance Services (Cayman) Limited | |||||
| 94 Solaris Avenue, Camana Bay | |||||
| Grand Cayman | |||||
Cayman Islands KY1-1108 | |||||
(Address of principal executive offices, including zip code) | |||||
+1 (345) 949 4123
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share | ONC | The Nasdaq Global Select Market | ||||||||||||
| Ordinary Shares, par value $0.0001 per share* | 06160 | The Stock Exchange of Hong Kong Limited | ||||||||||||
*Included in connection with the registration of the American Depositary Shares (“ADSs”) with the U.S. Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited (“HKEx”).
Securities registered pursuant to Section 12(g) of the Act: The RMB shares are ordinary shares of the registrant issued to permitted investors in the People’s Republic of China and listed and traded on the STAR Market in Renminbi. The RMB shares are not listed for trading in the United States or on the HKEx and are not fungible with the ordinary shares listed on the HKEx or the ADSs representing the ordinary shares listed on Nasdaq, and in no event will any RMB shares be able to be converted into the ordinary shares listed on the HKEx or the ADSs listed on Nasdaq, or vice versa.
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. :
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ordinary shares, including in the form of ADSs, each representing 13 ordinary shares, held by non‑affiliates of the registrant was approximately $8.7 billion, based upon the closing price of the registrant’s ADSs on the Nasdaq Global Select Market on June 28, 2024.
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As of February 14, 2025, 1,387,367,704 ordinary shares, par value $0.0001 per share, were outstanding, of which 870,983,672 ordinary shares were held in the form of 66,998,744 ADSs, and 115,055,260 were RMB shares.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2024. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10‑K.
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EXPLANATORY NOTE
BeiGene, Ltd. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”), filed with the U.S. Securities and Exchange Commission on February 27, 2025. This Amendment is being filed solely for the purpose of inserting the conformed signature of the Company’s current principal accounting officer, which was inadvertently omitted from the Form 10-K.
No other changes have been made to the Form 10-K. Except as described above, this Amendment does not amend, modify, or otherwise update any other information in the Form 10-K and does not reflect events occurring after the filing of the Form 10-K. As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications by the Company’s principal executive officer and principal financial officer, which are being filed as exhibits to the Amendment. Because this Amendment includes no financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Exhibit Index
| Exhibit No. | Exhibit Description | Filed/ Furnished Herewith | Incorporated by Reference Herein from Form or Schedule | Filing Date | SEC File/ Reg. Number | |||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | X | ||||||||||||||||||
* Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| BEIGENE, LTD. | ||||||||
| Date: February 28, 2025 | By: | /s/ JOHN V. OYLER | ||||||
| John V. Oyler | ||||||||
| Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed by the following persons in the capacities indicated below and on the dates indicated:
| Signature | Title | Date | ||||||||||||
| /s/ JOHN V. OYLER* | Chief Executive Officer and Chairman | February 27, 2025 | ||||||||||||
| John V. Oyler | (Principal Executive Officer) | |||||||||||||
| /s/ AARON ROSENBERG* | Chief Financial Officer | February 27, 2025 | ||||||||||||
| Aaron Rosenberg | (Principal Financial Officer) | |||||||||||||
| /s/ TITUS BALL | Chief Accounting Officer | February 28, 2025 | ||||||||||||
| Titus Ball | (Principal Accounting Officer) | |||||||||||||
| /s/ OLIVIER BRANDICOURT* | Director | February 27, 2025 | ||||||||||||
| Olivier Brandicourt | ||||||||||||||
| /s/ MARGARET DUGAN* | Director | February 27, 2025 | ||||||||||||
| Margaret Dugan | ||||||||||||||
| /s/ MICHAEL GOLLER* | Director | February 27, 2025 | ||||||||||||
| Michael Goller | ||||||||||||||
| /s/ ANTHONY C. HOOPER* | Director | February 27, 2025 | ||||||||||||
| Anthony C. Hooper | ||||||||||||||
| /s/ RANJEEV KRISHANA* | Director | February 27, 2025 | ||||||||||||
| Ranjeev Krishana | ||||||||||||||
| /s/ ALESSANDRO RIVA* | Director | February 27, 2025 | ||||||||||||
| Alessandro Riva | ||||||||||||||
| /s/ CORAZON (CORSEE) D. SANDERS* | Director | February 27, 2025 | ||||||||||||
| Corazon (Corsee) D. Sanders | ||||||||||||||
| /s/ SHALINI SHARP * | Director | February 27, 2025 | ||||||||||||
| Shalini Sharp | ||||||||||||||
| /s/ XIAODONG WANG* | Director | February 27, 2025 | ||||||||||||
| Xiaodong Wang | ||||||||||||||
| /s/ QINGQING YI* | Director | February 27, 2025 | ||||||||||||
| Qingqing Yi | ||||||||||||||
*Previously signed. | ||||||||||||||