ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

______________________

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 13, 2025

(Exact Name of Registrant as Specified in Charter)

Cayman Islands

001-37686

98-1209416

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108
Cayman Islands

(Address of Principal Executive Offices) (Zip Code)

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 with the 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.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Item 3.02. Unregistered Sales of Equity Securities.

On May 13, 2025, in connection with the proposed re-domiciliation of BeiGene, Ltd. (the “Company”) from Cayman Islands to Switzerland (the “Continuation”), the Company entered into an internal transfer agreement with its wholly owned subsidiary, BG NC 2, Ltd., a company incorporated in the Cayman Islands with limited liability (“BGNC2”), pursuant to which the Company will issue an aggregate of 133,000,000 ordinary shares of the Company (the “New Shares”) to BGNC2, in exchange for 13.7% of the issued share capital of BeiGene UK, Ltd., a limited liability company incorporated in the United Kingdom and a wholly owned subsidiary of BGNC2.

Upon completion of the proposed Continuation, the New Shares will be deemed treasury shares of the Company under Swiss law. Once issued to BGNC2, these shares will be held by BGNC2 for the benefits of the holders of equity awards granted under the Company’s Third Amended and Restated 2016 Share Option and Incentive Plan (as amended from time to time, the “2016 Plan”) for purposes of satisfying outstanding equity awards under the 2016 Plan within the then-available scheme mandate limit as approved by the Company’s shareholders under Chapter 17 of the Listing Rules of The Stock Exchange of Hong Kong Limited. Since the New Shares will be fully created, issued and subscribed prior to the Continuation, they will not be subject to Swiss issuance stamp tax or Swiss withholding tax. If the Continuation is abandoned for any reason by the Company’s board of directors at any time prior to the Continuation becoming effective, the New Shares will be returned to the Company by BGNC2 for cancellation.

The New Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding the issuance of the New Shares and the anticipated reliance on exemptions from registration under the Securities Act, the completion of the proposed Continuation, the intended use of the New Shares and applicable Swiss tax exemption. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene’s ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; BeiGene’s ability to achieve commercial success for its marketed medicines and drug candidates, if approved; BeiGene’s ability to obtain and maintain protection of intellectual property for its medicines and technology; BeiGene’s reliance on third parties to conduct drug development, manufacturing, commercialization, and other services; BeiGene’s limited experience in obtaining regulatory approvals and commercializing pharmaceutical products; BeiGene’s ability to obtain additional funding for operations and to complete the development of its drug candidates and achieve and maintain profitability; and those risks more fully discussed in the section entitled “Risk Factors” in BeiGene’s most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in BeiGene’s subsequent filings with the U.S. Securities and Exchange Commission. All information herein is as of the date set forth above, and BeiGene undertakes no duty to update such information unless required by law.

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.

BEIGENE, LTD.

Date: May 13, 2025

By:

/s/ Chan Lee

Name:

Chan Lee

Title:

Senior Vice President, General Counsel