BeyondSpring Inc. Announces Share Sale for China Trial Collaboration and ATM

What Happened

• BeyondSpring Inc. filed an 8‑K reporting a Share Purchase and Collaboration Agreement dated September 28, 2026, with Dalian Wanchunbulin Pharmaceuticals Ltd. (“Bulin”) and Biolin Investment Limited (the “Investor”) to sell the entire issued capital of BeyondSpring Ltd. (its BVI subsidiary that holds the China interests) in exchange for the Investor’s obligation to conduct and complete the China portion of DUBLIN‑4 (a global Phase 3 trial of plinabulin + docetaxel for advanced/metastatic non‑squamous NSCLC).
• No cash is payable at closing; the non‑cash consideration is the Investor’s commitment to run the China portion of the trial. The agreement grants BeyondSpring an exclusive, perpetual, royalty‑free license to use data generated in the China portion (with limited exceptions) and a right of reference to plinabulin/docetaxel data.
• Separately, on September 29, 2026, BeyondSpring entered an Open Market Sale Agreement with Citizens JMP Securities, LLC to establish an “at‑the‑market” (ATM) offering to sell up to 9,200,000 ordinary shares, with the agent entitled to up to a 3.0% commission.

Key Details

• Agreement date: Share Purchase & Collaboration Agreement dated September 28, 2026; ATM Sales Agreement dated September 29, 2026.
• ATM size: up to 9,200,000 ordinary shares; agent commission up to 3.0% of gross proceeds.
• Enrollment commitment: Bulin must use commercially reasonable efforts to meet a Company‑determined “Target Enrollment” for the China portion during a three‑year Enrollment Period after closing. If Bulin fails to meet the target, the Investor must transfer back a proportional portion of the equity interests (and must return 100% of the equity if the shortfall is ≥90%).
• Data rights: BeyondSpring receives an exclusive, irrevocable, perpetual, sublicensable, royalty‑free license to use China portion trial data for almost all uses and a right of reference to related data.

Why It Matters

• The agreement shifts responsibility for conducting and completing the China portion of the pivotal DUBLIN‑4 Phase 3 trial to a local investor in exchange for equity, enabling BeyondSpring to integrate China data into its global registration strategy without paying cash upfront.
• The license and right of reference protect BeyondSpring’s ability to use the China data for regulatory filing and commercialization efforts, which is important if the China data are needed for global or regional approvals.
• The ATM program gives BeyondSpring a ready mechanism to raise additional capital (up to 9.2M shares) on market terms, which could be used for development, operations, or other corporate needs—but it also introduces potential dilution depending on how much is sold and market conditions.
• No regulatory approval is required to close the sale; closing is subject to customary conditions and termination rights tied to enrollment performance and timing.