BeyondSpring Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2025 (
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Item 1.01. Entry into a Material Definitive Agreement.
On November 17, 2025, BeyondSpring Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ray Beauty Group Limited (the “Investor”), pursuant to which the Company agree to issue and sell, in a registered offering, an aggregate of 800,000 shares of the Company’s ordinary shares, par value $0.0001 per share (the “Shares”), at a purchase price of $2.50 per share (the “Transaction”). The closing of the Transaction occurred on November 21, 2025.
The gross proceeds from the offering were $2.0 million, before deducting expenses.
Under the terms of the Purchase Agreement, the Shares were offered pursuant to a registration statement initially filed on Form F-3 with the Securities and Exchange Commission on June 12, 2024, which was subsequently amended on Form S-3 (File No. 333-280153) on August 13, 2025 and declared effective on August 18, 2025.
Under the terms of the Purchase Agreement, the Investor agreed to a customary lock-up period for sixty (60) days from the date of closing, during which time the Investor agreed not to sell the Shares, enter into any derivative transactions with respect to the Shares or publicly disclose the intention to do any of the foregoing, in each case without the Company’s prior written consent, subject to certain exceptions.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 8-K and is incorporated herein by reference.
This Report on Form 8-K is incorporated by reference into the Registration Statement on Form S-3, File No. 333-280153, and the Registration Statements on Form S-8, File No. 333-216639 and File No. 333-240082, of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit |
| 5.1 | Opinion of Maples and Calder (Hong Kong) LLP, Cayman counsel to the Registrant, as to the validity of the ordinary shares being registered (including consent) |
| 10.1 | Securities Purchase Agreement dated as of November 17, 2025, between BeyondSpring Inc. and Ray Beauty Group Limited. |
| 23.1 | Consent of Maples and Calder (Hong Kong) LLP (included in the opinion filed as Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 21, 2025
| BeyondSpring Inc. | ||
| By: | /s/ Lan Huang | |
| Name: | Lan Huang | |
| Title: | Chairperson and Chief Executive Officer |