UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM 10-Q

____________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


o			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: 001-38205

____________________

ZAI LAB LIMITED

(Exact Name of Registrant as Specified in its Charter)

____________________

Cayman Islands			98-1144595
(State or Other Jurisdiction ofIncorporation or Organization)			(I.R.S. EmployerIdentification No.)
4560 Jinke RoadBldg. 1, Fourth Floor, PudongShanghaiChina			201210
4560 Jinke RoadBldg. 1, 4th Floor, PudongShanghaiChina			201210
314 Main Street4th Floor, Suite 100Cambridge, MA, USA			02142
(Address of Principal Executive Offices)			(Zip Code)

+86 216163 2588

+1 857 706 2604

(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 10 Ordinary Shares, par value $0.000006 per share

ZLAB

The Nasdaq Global Market

Ordinary Shares, par value $0.000006 per share*

9688

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 registered or 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 (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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 62, ~~2024~~2025, ~~996~~1,~~087~~084,~~670~~743,860 ordinary shares of the registrant, par value $0.000006 per share, were outstanding, of which ~~762~~486,~~979~~853,~~490~~250 ordinary shares were held in the form of American Depositary Shares.

Table of Contents

Zai Lab Limited

Quarterly Report on Form 10-Q

For the ~~Third~~First Quarter of ~~2024~~2025

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	2
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2725
Item 4.	Controls and Procedures	2827
PART II.	OTHER INFORMATION	2928
Item 1.	Legal Proceedings	2928
Item 1A.	Risk Factors	2928
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2928
Item 3.	Defaults upon Senior Securities	2928
Item 4.	Mine Safety Disclosures	2928
Item 5.	Other Information	2928
Item 6.	Exhibits	3029
Signatures		3130

SPECIAL NOTES REGARDING THE COMPANY

Forward-Looking Statements

This report contains certain forward-looking statements, including statements relating to our strategy and plans; potential of and expectations for our business, commercial products, and pipeline programs; the market for our commercial and pipeline products; capital allocation and investment strategy; clinical development programs and related clinical trials; clinical trial data, data readouts, and presentations; risks and uncertainties associated with drug development and commercialization; regulatory discussions, submissions, filings, and approvals and the timing thereof; the potential benefits, safety, and efficacy of our products and product candidates and those of our collaboration partners; the anticipated benefits and potential of investments, collaborations, and business development activities; our profitability and timeline to profitability; and our future financial and operating results. All statements, other than statements of historical fact, included in this report are forward-looking statements, and can be identified by words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms or similar expressions. Such statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees or assurances of future performance. Forward-looking statements are based on our expectations and assumptions as of the date of this report and are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. We may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in our forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including but not limited to the following:

• Our ability to successfully commercialize and generate revenue from our approved products;

• Our ability to obtain funding for our operations and business initiatives;

• The results of our clinical and pre-clinical development of our product candidates;

• The content and timing of decisions made by the relevant regulatory authorities regarding regulatory approvals of our product candidates;

• Changes in U.S. and China trade policies and relations, as well as relations with other countries, and/or changes in laws, regulations, and/or sanctions;

• Actions the Chinese government may take to intervene in or influence our operations;

• Economic, political, and social conditions in mainland China, as well as governmental policies;

• Uncertainties in the Chinese legal system, including with respect to the anti-corruption enforcement efforts in mainland China and the Counter-Espionage Law, the Data Security Law, the Cyber Security Law, the Cybersecurity Review Measures, the Personal Information Protection Law, the Regulation on the Administration of Human Genetic Resources, the Biosecurity Law, the ~~Measures on~~ Security Assessment ~~of Cross-Border Data Transfer (the “Security Assessment~~ Measures”), and other future laws and regulations or amendments to such laws and regulations;

• Approval, filing, or procedural requirements imposed by the China Securities Regulatory Commission or other Chinese regulatory authorities in connection with issuing securities to foreign investors under Chinese law;

• Any violation or liability under the U.S. Foreign Corrupt Practices Act ~~(“FCPA”)~~ or Chinese anti-corruption, anti-bribery, and anti-fraud laws;

• Restrictions on currency exchange;

• Limitations on the ability of our Chinese subsidiaries to make payments to us;

• Chinese requirements on the ability of residents in mainland China to establish offshore special purpose companies;

• Chinese regulations regarding acquisitions of companies based in mainland China by foreign investors;

• Any issues that our Chinese manufacturing facilities may have with operating in conformity with established ~~Good Manufacturing Practices (“~~GMPs”) and international best practices, and with passing ~~U.S. Food and Drug Administration (“~~FDA”), ~~China National Medical Products Administration (“~~NMPA”), and ~~European Medicines Agency (“~~EMA”) inspections;

• Expiration of, or changes to, financial incentives or discretionary policies granted by local governments in mainland China;

• Restrictions or limitations on the ability of overseas regulators to conduct investigations or collect evidence within mainland China;

• ~~Business~~Significant business disruptions caused by ~~pandemics~~events ~~such~~or asdevelopments ~~COVID-19,~~outside ~~international~~of ~~war~~our orcontrol, ~~conflict~~ such as ~~the~~pandemics, ~~Russia/Ukraine~~international ~~and~~war ~~Israel/Hamas~~or ~~wars~~conflict, natural disasters, or extreme weather events, and other ~~significant~~geopolitical ~~disruptions outside of our control~~events;

• Unfavorable tax consequences to us and our non-Chinese shareholders or ~~American Depositary Share (“~~ADS”) holders if we were to be classified as a Chinese resident enterprise for Chinese income tax purposes;

• Failure to comply with applicable Chinese, U.S., and Hong Kong regulations that could lead to government enforcement actions, fines, other legal or administrative sanctions, and/or harm to our business or reputation;

• ~~Review~~Delays byor ~~the~~obstacles ~~U.S.~~for ~~Committee~~closing ontransactions, ~~Foreign~~such ~~Investment~~as (“review by the CFIUS”) in our investments ~~or other delays or obstacles for closing transactions~~;

• Any inability to renew our current leases on desirable terms or otherwise locate desirable alternatives for our leased properties;

• Any inability of third parties on whom we rely, tosuch as our licensors, CMOs, and others that supply certain of our products and product candidates; CROs that conduct or support some of our pre-clinical and clinical trials; and distributors that sell our commercial products, to successfully carry out their contractual duties or meet expected deadlines; and

• Any inability to obtain or maintain sufficient patent protection for our products and product candidates.

These factors should not be construed as exhaustive and should be read with the other cautionary statements and information in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 (the “~~2023~~2024 Annual Report”), our Quarterly Reports on Form 10-Q, and our other filings with the U.S. Securities and Exchange Commission. Forward-looking statements are based on our management’s beliefs and assumptions and information currently available to our management. These statements, like all statements in this report, speak only as of their date. We anticipate that subsequent events and developments will cause our expectations and assumptions to change, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this report.

Usage of Terms

~~Unless~~Throughout ~~the context requires otherwise, references in~~ this report ~~to “Greater China” refer to mainland China~~, ~~Hong~~we ~~Kong~~use ~~Special~~certain ~~Administrative~~acronyms ~~Region~~and ~~(“Hong~~terms ~~Kong”~~that orare ~~“HK”),~~defined ~~Macau~~in ~~Special~~the ~~Administrative~~Glossary ~~Region~~of ~~(“Macau”),~~our ~~and~~2024 ~~Taiwan,~~Annual ~~collectively;~~Report. ~~references~~References to “Zai Lab,” the “Company,” “we,” “us,” and “our” refer to Zai Lab Limited, a holding company, and its subsidiaries, on a consolidated basis; and references to “Zai Lab Limited” refer to Zai Lab Limited, a holding company. Zai Lab Limited is the entity in which investors hold their interest.

Our operating subsidiaries consist of Zai Lab (Hong Kong) Limited, domiciled in Hong Kong; Zai Auto Immune (Hong Kong) Limited, domiciled in Hong Kong; Zai Anti Infectives (Hong Kong) Limited, domiciled in Hong Kong; Zai Lab (Shanghai) Co., Ltd., domiciled in mainland China; Zai Lab International Trading (Shanghai) Co., Ltd., domiciled in mainland China; Zai Lab (Suzhou) Co., Ltd., domiciled in mainland China; Zai Biopharmaceutical (Suzhou) Co., Ltd., domiciled in mainland China; Zai Lab Trading (Suzhou) Co., Ltd., domiciled in mainland China; Zai Lab (Taiwan) Limited, domiciled in Taiwan; Zai Lab (AUST) Pty. Ltd., domiciled in Australia; and Zai Lab (US) LLC, domiciled in the United States. ~~As of the date of this report, Zai Anti Infectives (Hong Kong) Limited has non-substantial business operations.~~

We own various trademarks, including various forms of the Zai Lab brand (in English and Chinese), as well as several domain names that incorporate such trademarks. Trademarks and trade names of other companies appearing in this report are the property of their respective holders. Solely for convenience, some of the trademarks and trade names in this report are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of, any other company.

PART I – FINANCIAL INFORMATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included in this report and the audited consolidated financial information and the accompanying notes included in our ~~2023~~2024 Annual Report.

Item 1. Financial Statements.

Zai Lab Limited

Unaudited Condensed Consolidated Balance Sheets

(in thousands of U.S. dollars (“$”), except for number of shares and per share data)

Notes

~~September~~March 3031,~~2024~~2025

December 31,~~2023~~2024

Assets

Current assets

Cash and cash equivalents

~~616~~757,~~086~~263

~~790~~449,~~151~~667

Restricted cash, current

100,000

—100,000

Short-term investments

—

16330,~~300~~000

Accounts receivable (net of allowance for credit losses of $14 and $17 as of September 30, 2024 and December 31, 2023, respectively)

49,970

59,199

Accounts receivable (net of allowance for credit losses of $22 and $25 as of March 31, 2025 and December 31, 2024, respectively)

76,555

85,178

Notes receivable

1911,~~278~~118

64,~~134~~233

Inventories, net

3953,~~548~~054

4439,~~827~~875

Prepayments and other current assets

3543,~~667~~878

2241,~~995~~527

Total current assets

~~860~~1,~~549~~041,868

~~939~~1,~~606~~050,480

Restricted cash, non-current

1,~~118~~113

1,~~113~~114

Long term investments

3,153

9,220

Property and equipment, net

49,654

47,961

Prepayments for equipment

111

Operating lease right-of-use assets

19,081

21,496

Property and equipment, net

50,765

53,734

Land use rights, net

2,882

2,907

Operating lease right-of-use assets

12,833

14,844

Intangible assets, net

56,198

56,027

Land use rights, net

3,012

3,069

Other non-current assets

2,534

5,768

Intangible assets, net

51,669

13,389

Total assets

1,173,330

1,185,753

Long-term deposits

975

1,209

Value added tax recoverable

1,240

—

Total assets

985,346

1,036,295

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

~~120~~103,~~652~~017

~~112~~100,~~991~~906

Current operating lease liabilities

6,~~585~~574

78,~~104~~048

Short-term debt

~~112~~173,~~994~~405

—131,711

Other current liabilities

4636,~~084~~811

8258,~~972~~720

Total current liabilities

~~286~~319,~~315~~807

~~203~~299,~~067~~385

Deferred income

2430,~~924~~126

2831,~~738~~433

Non-current operating lease liabilities

612,~~113~~319

813,~~047~~712

Other non-current liabilities

325

Total liabilities

~~317~~362,~~677~~577

~~240~~344,~~177~~855

Commitments and contingencies (Note 16)

Commitments and contingencies (Note 17)

Shareholders’ equity

Ordinary shares (par value of $0.000006 per share; 5,000,000,000 shares authorized; 989,268,370 and 977,151,270 shares issued as of September 30, 2024 and December 31, 2023, respectively; 984,356,170 and 972,239,070 shares outstanding as of September 30, 2024 and December 31, 2023, respectively)

Ordinary shares (par value of $0.000006 per share; 5,000,000,000 shares authorized; 1,089,076,400 and 1,082,614,740 shares issued as of March 31, 2025 and December 31, 2024, respectively; 1,084,164,200 and 1,077,702,540 shares outstanding as of March 31, 2025 and December 31, 2024, respectively)

Additional paid-in capital

3,~~031~~283,~~628~~800

23,~~975~~264,~~302~~295

Accumulated deficit

(2,~~371~~501,~~399~~521)

(2,~~195~~453,~~980~~083)

Accumulated other comprehensive income

2849,~~270~~303

3750,~~626~~515

Treasury Stock (at cost, 4,912,200 shares as of both September 30, 2024 and December 31, 2023)

(20,836)

Treasury Stock (at cost, 4,912,200 shares as of both March 31, 2025 and December 31, 2024)

(20,836)

Total shareholders’ equity

~~667~~810,~~669~~753

~~796~~840,~~118~~898

Total liabilities and shareholders’ equity

~~985~~1,~~346~~173,330

1,~~036~~185,~~295~~753

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Zai Lab Limited

Unaudited Condensed Consolidated Statements of Operations

(in thousands of $, except for number of shares and per share data)

		Three Months Ended September 30,		Nine Months Ended September 30,
		Three Months Ended March 31,
	Notes	~~2024~~2025	~~2023~~2024	~~2024~~	~~2023~~
Revenues
Product revenue, net	7	~~101~~105,~~847~~650	6987,~~228~~149	~~289,102~~	~~200,889~~
Collaboration revenue	7	~~418~~837	—	~~816~~	—
Total revenues		~~102~~106,~~265~~487	6987,~~228~~149	~~289,918~~	~~200,889~~
Expenses
Cost of product revenue		(3638,~~569~~452)	(2533,~~479~~619)	~~(105,336)~~	~~(70,579)~~
Cost of collaboration revenue		(~~348~~195)	—	~~(433)~~	—
Research and development		(6560,~~982~~729)	(5854,~~767~~645)	~~(182,252)~~	~~(183,920)~~
Selling, general, and administrative		(6763,~~219~~422)	(6869,~~552~~194)	~~(216,123)~~	~~(198,982)~~
Gain on sale of intellectual property		—	—	—	10,000
Loss from operations		(56,311)	(70,309)
Loss from operations		(67,853)	(83,570)	(214,226)	(242,592)
Interest income		8,606	9,658
Interest income		9,029	9,172	28,017	29,493
Interest expenses		(1,187)	(113)
Interest expense		(745)	—	(1,350)	—
Foreign currency gains (losses)		651	(2,068)
Foreign currency gains (losses)		14,457	4,852	8,281	(26,315)
Other (expense) income, net	15	(197)	9,361
Other income, net	14	3,441	394	3,859	223
Loss before income tax		(48,438)	(53,471)
Loss before income tax		(41,671)	(69,152)	(175,419)	(239,191)
Income tax expense	8	—	—
Income tax expense	8	—	—	—	—
Net loss		(48,438)	(53,471)
Net loss		(41,671)	(69,152)	(175,419)	(239,191)
Loss per share - basic and diluted	9	(0.04)	(0.05)
Loss per share - basic and diluted	9	(0.04)	(0.07)	(0.18)	(0.25)
Weighted-average shares used in calculating net loss per ordinary share - basic and diluted		1,080,825,300	973,145,760
Weighted-average shares used in calculating net loss per ordinary share - basic and diluted		981,687,390	968,767,730	976,941,030	965,060,570

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Zai Lab Limited

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(in thousands of $)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2024

2023

2024

2023

2025

2024

Net loss

(4148,~~671~~438)

(6953,~~152~~471)

~~(175,419)~~

~~(239,191)~~

Other comprehensive income, net of tax of nil:

Foreign currency translation adjustments

(141,~~503~~212)

(41,~~228)~~542

~~(9,356)~~

~~22,267~~

Comprehensive loss

(5649,~~174~~650)

(7351,~~380~~929)

~~(184,775)~~

~~(216,924)~~

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Zai Lab Limited

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

(in thousands of $, except for number of shares)

	Ordinary Shares		Additionalpaidin capital	Accumulateddeficit	Accumulatedothercomprehensiveincome	Treasury Stock		Total
	NumberofShares	Amount				Shares	Amount
Balance at December 31, 2023	977,151,270	6	2,975,302	(2,195,980)	37,626	(4,912,200)	(20,836)	796,118
Balance at December 31, 2024	1,082,614,740	7	3,264,295	(2,453,083)	50,515	(4,912,200)	(20,836)	840,898
Issuance of ordinary shares upon vesting of restricted shares	1137,~~046,440~~540	0	0	—	—	—	—	—
Share-based compensation	—	—	17,980	—	—	—	—	17,980
Exercise of share options	6,324,120	0	3,733	—	—	—	—	3,733
Net loss	—	—	—	(53,471)	—	—	—	(53,471)
Issuance cost of the follow-on public offering	—	—	(28)	—	—	—	—	(28)
Foreign currency translation	—	—	—	—	1,542	—	—	1,542
Share-based compensation	—	—	15,800	—	—	—	—	15,800
Balance at March 31, 2024	978,197,710	6	2,993,282	(2,249,451)	39,168	(4,912,200)	(20,836)	762,169
Net loss	—	—	—	(48,438)	—	—	—	(48,438)
Issuance of ordinary shares upon vesting of restricted shares	8,087,630	0	0	—	—	—	—	—
Foreign currency translation	—	—	—	—	(1,212)	—	—	(1,212)
Exercise of share options	25,000	0	44	—	—	—	—	44
Balance at March 31, 2025	1,089,076,400	7	3,283,800	(2,501,521)	49,303	(4,912,200)	(20,836)	810,753
Share-based compensation	—	—	18,638	—	—	—	—	18,638
Net loss	—	—	—	(80,277)	—	—	—	(80,277)
Foreign currency translation	—	—	—	—	3,605	—	—	3,605
Balance at June 30, 2024	986,310,340	6	3,011,964	(2,329,728)	42,773	(4,912,200)	(20,836)	704,179
Issuance of ordinary shares upon vesting of restricted shares	393,850	0	0	—	—	—	—	—
Exercise of share options	2,564,180	0	2,869	—	—	—	—	2,869
Share-based compensation	—	—	16,795	—	—	—	—	16,795
Net loss	—	—	—	(41,671)	—	—	—	(41,671)
Foreign currency translation	—	—	—	—	(14,503)	—	—	(14,503)
Balance at September 30, 2024	989,268,370	6	3,031,628	(2,371,399)	28,270	(4,912,200)	(20,836)	667,669


	Ordinary Shares		Additional paid in capital	Accumulated deficit	Accumulated other comprehensive income	Treasury Stock		Total
	Number of Shares	Amount				Shares	Amount

Balance at December 31, 2023	977,151,270	6	2,975,302	(2,195,980)	37,626	(4,912,200)	(20,836)	796,118
Issuance of ordinary shares upon vesting of restricted shares	1,046,440	0	0	—	—	—	—	—


Share-based compensation	—	—	17,980	—	—	—	—	17,980
Net loss	—	—	—	(53,471)	—	—	—	(53,471)
Foreign currency translation	—	—	—	—	1,542	—	—	1,542
Balance at March 31, 2024	978,197,710	6	2,993,282	(2,249,451)	39,168	(4,912,200)	(20,836)	762,169

	Ordinary Shares		Additionalpaidin capital	Accumulateddeficit	Accumulatedothercomprehensiveincome (loss)	Treasury Stock		Total
	NumberofShares	Amount				Shares	Amount
Balance at December 31, 2022	962,455,850	6	2,893,120	(1,861,360)	25,685	(2,236,280)	(11,856)	1,045,595
Issuance of ordinary shares upon vesting of restricted shares	732,040	0	0	—	—	—	—	—
Exercise of share options	4,009,460	0	1,673	—	—	—	—	1,673
Receipt of shares netted to satisfy tax withholding obligations related to share-based compensation	—	—	—	—	—	(1,272,330)	(5,130)	(5,130)
Share-based compensation	—	—	16,661	—	—	—	—	16,661
Net loss	—	—	—	(49,144)	—	—	—	(49,144)
Foreign currency translation	—	—	—	—	(8,413)	—	—	(8,413)
Balance at March 31, 2023	967,197,350	6	2,911,454	(1,910,504)	17,272	(3,508,610)	(16,986)	1,001,242
Issuance of ordinary shares upon vesting of restricted shares	6,117,040	0	0	—	—	—	—	—
Exercise of share options	41,000	0	88	—	—	—	—	88
Receipt of shares netted to satisfy tax withholding obligations related to share-based compensation	—	—	—	—	—	(1,280,500)	(3,540)	(3,540)
Share-based compensation	—	—	20,511	—	—	—	—	20,511
Net loss	—	—	—	(120,895)	—	—	—	(120,895)
Foreign currency translation	—	—	—	—	34,908	—	—	34,908
Balance at June 30, 2023	973,355,390	6	2,932,053	(2,031,399)	52,180	(4,789,110)	(20,526)	932,314
Issuance of ordinary shares upon vesting of restricted shares	394,890	0	0	—	—	—	—	—
Exercise of share options	180,000	0	317	—	—	—	—	317
Receipt of shares netted to satisfy tax withholding obligations related to share-based compensation	—	—	—	—	—	(104,020)	(264)	(264)
Share-based compensation	—	—	21,992	—	—	—	—	21,992
Net loss	—	—	—	(69,152)	—	—	—	(69,152)
Foreign currency translation	—	—	—	—	(4,228)	—	—	(4,228)
Balance at September 30, 2023	973,930,280	6	2,954,362	(2,100,551)	47,952	(4,893,130)	(20,790)	880,979

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. “0” in above table means less than 1,000 dollars.

Zai Lab Limited

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands of $)

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024	2023
	2025	2024
Cash flows from operating activities
Net loss	(~~175~~48,~~419~~438)	(~~239~~53,~~191~~471)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for credit losses	(3)	1
Inventory write-down	~~814~~27	~~746~~37
Depreciation and amortization expenses	83,~~824~~458	63,~~570~~012
Amortization of deferred income	(21,~~518~~331)	(~~2,547~~840)
Share-based compensation	5315,~~413~~800	5917,~~164~~980
Loss from fair value changes of equity investment with readily determinable fair value	6,067	1,965
Loss (gain) from fair value changes of equity investment with readily determinable fair value	1,912	(4,889)
Losses on disposal of property and equipment	~~451~~—	~~139~~407
Gain on disposal of land use right	—	(408)
Noncash lease expenses	2,466	2,069
Noncash lease expenses	6,104	6,630
Debt issuance costs	—	700
Gain from sale of intellectual property	—	(10,000)
Foreign currency remeasurement impact	(651)	2,068
Debt issuance costs	700	—
Foreign currency remeasurement impact	(8,281)	26,315
Changes in operating assets and liabilities:
Accounts receivable	98,~~712~~737	(21,~~823~~328)
Notes receivable	(126,~~901~~885)	(159,~~563~~239)
Inventories	4(13,~~403~~198)	~~(14~~6,~~408)~~818
Prepayments and other current assets	(101,~~767~~601)	5(1,~~126~~253)
Long-term deposits	234	140
Other non-current assets	1,401	(271)
Value added tax recoverable	(1,223)	—
Accounts payable	2,720	(13,370)
Accounts payable	6,545	(9,494)
Other current liabilities	(23,275)	(34,204)
Other current liabilities	(36,854)	227
Operating lease liabilities	(2,827)	(2,783)
Operating lease liabilities	(6,853)	(5,794)
Deferred income	(11)	(1,550)
Deferred income	(1,548)	9,619
Net cash used in operating activities	(61,699)	(90,106)
Other non-current liabilities	—	325
Net cash used in operating activities	(159,100)	(183,261)
Cash flows from investing activities
Purchases of short-term investments	—	(134,000)
Proceeds from maturity of short-term investment	330,000	16,300
Proceeds from maturity of short-term investment	16,300	102,400
Purchases of property and equipment	(1,534)	(974)
Purchases of property and equipment	(3,057)	(6,990)
Acquisition of intangible assets	(2,333)	(12,034)
Proceeds from the sale of property and equipment	29	122
Net cash provided by investing activities	326,133	3,292
Acquisition of intangible assets	(40,711)	(658)
Proceeds from sale of intellectual property	—	10,000
Proceeds from disposal of land use right	—	3,893
Net cash used in investing activities	(27,439)	(25,233)
Cash flows from financing activities
Proceeds from short-term debt	~~111~~101,~~738~~890	—48,248
Repayment of short-term bank borrowings	(~~282~~60,904)	—
Payments of debt issuance costs	~~(700)~~—	—(700)
Proceeds from exercises of stock options	13,~~321~~009	~~1,899~~—
Taxes paid related to settlement of equity awards	—	(8,725)
Payments of public offering costs	(854)	—
Net cash provided by (used in) financing activities	112,077	(6,826)
Net cash provided by financing activities	43,141	47,548
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	~~402~~20	(~~3,355~~104)
Net decrease in cash, cash equivalents and restricted cash	(74,060)	(218,675)
Net increase (decrease) in cash, cash equivalents and restricted cash	307,595	(39,370)
Cash, cash equivalents and restricted cash - beginning of period	~~791~~550,~~264~~781	1791,~~009,273~~264
Cash, cash equivalents and restricted cash - end of period	~~717~~858,~~204~~376	~~790~~751,~~598~~894
Supplemental disclosure on non-cash investing and financing activities
Payables for purchase of property and equipment	2,~~612~~645	2,~~625~~481
Payables for acquisition of intangible assets	112,~~358~~075	9878
Payables for treasury stock	—	31
Payables for public offering costs	168	—
Right-of-use asset acquired under operating leases	~~3,945~~—	32,~~296~~395
Receivables for stock option exercise under equity incentive plans	1,593	—
Receivable from sales of equity investments	1,203	—
Receivables for stock option exercise under equity incentive plans	794	—
Supplemental disclosure of cash flow information
Cash paid for interest	1,~~169~~101	—45

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

1. Organization and Principal Activities

Zai Lab Limited was incorporated on March 28, 2013 in the Cayman Islands as an exempted company with limited liability under the Companies Act of the Cayman Islands (as amended). Zai Lab Limited and its subsidiaries (collectively referred to as the “Company”) are focused on discovering, developing, and commercializing products that address medical conditions with significant unmet needs in the areas of oncology, immunology, neuroscience, and infectious disease.

The Company’s principal operations and geographic markets are in Greater China. The Company has a substantial presence in Greater China and the United States.

2. Basis of Presentation and Consolidation and Significant Accounting Policies

(a) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 (the “~~2023~~2024 Annual Report”). The December 31, ~~2023~~2024 condensed consolidated balance sheet data included in this report were derived from the audited financial statements in the ~~2023~~2024 Annual Report.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the year ending December 31, ~~2024~~2025.

(b) Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Zai Lab Limited and its subsidiaries, which are wholly owned. All intercompany transactions and balances are eliminated upon consolidation.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to, accrual of rebates, recognition of research and development expenses based on the Company’s estimates of the actual services performed by the CROs and CMOs, fair value of share-based compensation expenses, ~~and~~ recoverability of deferred tax assets, and useful life of intangible assets for commercial products. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates.

(d) Fair Value Measurements

~~Equity~~Financial ~~investments~~instruments ~~with~~of ~~readily~~the ~~determinable~~Company ~~fair~~primarily ~~value~~include ~~are~~cash ~~measured~~and ~~using~~cash ~~level~~equivalents, 1current ~~inputs~~restricted cash, short-term investments, accounts receivable, notes receivable, prepayments and ~~were~~other ~~$3.2~~current ~~million~~assets, non-current restricted cash, accounts payable, short-term debt, and ~~$9.2~~other ~~million~~current asliabilities. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, ~~respectively.~~the ~~The~~carrying ~~unrealized~~values ~~losses~~of ~~from~~cash ~~fair~~and ~~value~~cash ~~changes~~equivalents, ~~are~~current ~~recognized~~restricted incash, ~~other~~short-term ~~income~~investments, ~~net~~accounts inreceivable, ~~the~~prepayments ~~unaudited~~and ~~condensed consolidated statements of operations.~~

Financial instruments of the Company primarily include cash and cash equivalents, current restricted cash, short-term investments, accounts receivable, notes receivable, prepayments and other current assets, non-current restricted cash, 7

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

~~accounts payable, short-term debt, and~~ other current liabilities. As of September 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, current restricted cash, short-term investments, accounts receivable, prepayments and other current assets, accounts payable, short-term debt, and other current liabilities approximated their fair value due to the short-term maturity of these instruments, and the carrying value of notes receivable and non-current restricted cash approximated their fair value based on the assessment of the ability to recover these amounts.

(e) Recent Accounting Pronouncements

InRecently ~~November~~Issued ~~2023, the Financial~~ Accounting ~~Standards~~Pronouncements ~~Board~~Not ~~(“FASB”)~~Yet issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU requires all public entities, including public entities with a single reportable segment, to disclose the title and position of the Chief Operating Decision Maker (“CODM”) and the significant segment expenses and any additional measures of a segment’s profit or loss used by the CODM to allocate resources and assess performance. This ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and expects to adopt it for the year ending December 31, 2024.Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in additional disclosure in the consolidated financial statements, once adopted. The Company is currently evaluating the impact of this ASU and expects to adopt it for the year ending December 31, 2025.

~~The~~In ~~Company~~November ~~did~~2024, ~~not~~the ~~adopt~~FASB ~~any~~issued ~~new~~ASU ~~accounting~~No. ~~standards~~2024-03, inIncome ~~the~~Statement ~~nine~~- ~~months~~Reporting ~~ended~~Comprehensive ~~September~~Income ~~30,~~- ~~2024~~Expense ~~that~~Disaggregation ~~had~~Disclosures a(Subtopic ~~material~~220-40): ~~impact~~Disaggregation onof Income Statement Expenses. This ASU requires disclosure in the ~~consolidated~~notes to financial statements. ~~For~~of ~~additional~~specified information onabout ~~the~~certain ~~Company’s~~costs ~~significant~~and ~~accounting~~expenses. ~~policies~~This ASU will be effective for annual reporting periods beginning after December 15, ~~refer~~2026 toand ~~the~~interim ~~notes~~reporting toperiods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the ~~consolidated~~impact ~~financial~~of ~~statements~~this inASU and expects to adopt it for the ~~2023~~year ~~Annual~~ending ~~Report.~~December 31, 2027.

For additional information on the Company’s significant accounting policies, refer to the notes to the consolidated financial statements in the 2024 Annual Report.

3. Cash and Cash Equivalents

The following table presents the Company’s cash and cash equivalents ($ in thousands):

	September 30, 2024	December 31, 2023
	March 31, 2025	December 31, 2024
Cash	~~614~~756,~~937~~089	~~789~~448,~~051~~508
Cash equivalents (i)	1,~~149~~174	1,~~100~~159
	616,086	790,151
	757,263	449,667
Denominated in:
US$	~~575~~734,~~116~~857	~~762~~429,~~436~~887
Renminbi (“RMB”) (ii)	4021,~~092~~245	2518,~~093~~979
Hong Kong dollar (“HK$”)	53306	~~1,974~~114
Australian dollar (“A$”)	~~580~~521	~~587~~522
Taiwan dollar (“TW$”)	~~245~~334	61165
	616,086	790,151
	757,263	449,667

(i)Cash equivalents represent short-term and highly liquid investments in a money market fund.

(ii)Certain cash and bank balances denominated in RMB were deposited with banks in mainland China. The conversion of these RMB-denominated balances into foreign currencies is subject to the rules and regulations of foreign exchange control promulgated by the Chinese government.

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

4. Inventories, Net

The following table presents the Company’s inventories, net ($ in thousands):

	September 30, 2024	December 31, 2023
	March 31, 2025	December 31, 2024
Finished goods	2233,~~460~~432	2224,~~702~~063
Raw materials	15,~~397~~317	1713,~~655~~268
Work in progress	14,~~691~~305	42,~~470~~544
Inventories, net	3953,~~548~~054	4439,~~827~~875

The Company writes down inventory for any excess or obsolete ~~inventories~~inventory or when the Company believes that the net realizable value of ~~inventories~~inventory is less than the carrying value. The Company recorded write-downs in inventory, which were included in cost of product revenue, of an insignificant ~~amount~~amounts ~~and $0.8 million~~ in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024, respectively,~~ and $02024.~~1 million and $0.7 million in the three and nine months ended September 30, 2023, respectively.~~

5. Property and Equipment, Net

The following table presents the components of the Company’s property and equipment, net ($ in thousands):

	September 30, 2024	December 31, 2023
	March 31, 2025	December 31, 2024
Office equipment	1,~~059~~231	1,~~047~~230
Electronic equipment	9,~~527~~498	9,~~161~~211
Vehicle	~~201~~196	~~199~~196
Laboratory equipment	20,~~793~~537	20,~~140~~516
Manufacturing equipment	17,~~944~~525	17,~~680~~493
Leasehold improvements	11,~~544~~324	11,~~371~~306
Construction in progress	26,050	24,272
Building	24,084	—
	87,118	83,870
Construction in progress	4,274	25,129
Less: accumulated depreciation	(36,353)	(30,136)
	88,669	85,081
Property and equipment, net	50,765	53,734
Less: accumulated depreciation	(39,015)	(37,120)
Property and equipment, net	49,654	47,961

Depreciation expense was $2.10 million and $62.62 million in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended~~and ~~September 30,~~ 2024, respectively~~, and $1~~.8 ~~million and $6.1 million in the three and nine months ended September 30, 2023, respectively.~~

6. Intangible Assets, Net

The following table presents the components of the Company’s intangible assets, net ($ in thousands):

September 30, 2024

December 31, 2023

March 31, 2025

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Finite-lived intangible assets

Commercial products (i)

52,050

(1,881)

50,169

11,351

(186)

11,165

Commercial products

58,744

(3,953)

54,791

57,104

(2,637)

54,467

Software

4,~~215~~366

(2,~~715~~959)

1,~~500~~407

4,~~340~~360

(2,~~116~~800)

21,~~224~~560

Total

5663,~~265~~110

(46,~~596~~912)

5156,~~669~~198

1561,~~691~~464

(25,~~302~~437)

1356,~~389~~027

~~(i)~~Intangible ~~The~~assets ~~increase~~for incommercial ~~the~~products ~~net~~include ~~carrying~~capitalized ~~value~~post-approval ismilestone ~~primarily~~fees ~~driven~~and byacquired ~~$33~~commercial manufacturing know-how and related development costs.~~0 million~~ ofThe ~~regulatory~~Company ~~milestone~~is ~~fees~~amortizing intangible assets for ~~repotrectinib~~commercial ~~and~~products ~~SUL-DUR~~as ~~(see~~cost ~~Note~~of ~~13)~~product ~~and~~revenue ~~$6.0 million~~over the estimated remaining useful life of ~~commercial~~the ~~development~~related ~~costs~~products. Intangible assets for externally purchased software are amortized over three to five years on a straight-line basis.

109

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

~~Intangible~~Amortization ~~assets~~expense ~~for~~was ~~commercial~~$1.5 ~~products~~million ~~include capitalized post-approval milestone fees~~ and ~~commercial manufacturing development costs~~$0.7 ~~The~~million ~~Company~~in ~~is amortizing commercial products as cost of product revenue over~~ the ~~estimated~~first ~~remaining~~quarter ~~useful life~~ of ~~the~~2025 ~~related~~and ~~products.~~2024, ~~Externally purchased software is amortized over three to five years on a straight-line basis~~respectively.

Amortization expense was $0.7 million and $2.3 million in the three and nine months ended September 30, 2024, respectively, and $0.2 million and $0.5 million in the three and nine months ended September 30, 2023, respectively.

7. Revenues

Product Revenue, Net

The Company’s product revenue is derived from the sales of its commercial products ~~primarily~~ in ~~mainland~~Greater China. The table below presents the Company’s gross and net product revenue ($ in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2024

2023

2024

2023

2025

2024

Product revenue - gross

~~107~~112,~~678~~333

7493,~~018~~112

~~307,401~~

~~220,240~~

Less: Rebates and sales returns

(56,~~831~~683)

(45,~~790~~963)

~~(18,299)~~

~~(19,351)~~

Product revenue - net

~~101~~105,~~847~~650

6987,~~228~~149

~~289,102~~

~~200,889~~

Sales rebates are offered to distributors in mainland China, and the amounts are recorded as a reduction of product revenue. Estimated rebates are determined based on contracted rates, sales volumes, and level of distributor inventories.

The following table presents the Company’s net revenue by ~~product~~commercial program ($ in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended March 31,
	2024	2023	2024	2023
	2025	2024
ZEJULA	4849,~~227~~529	4145,~~593~~501	~~138,727~~	~~127,230~~
OPTUNE	7,715	11,562	32,779	38,596
VYVGART / VYVGART Hytrulo	18,105	13,162
QINLOCK	8,643	5,702	21,774	14,535
NUZYRA	15,118	9,913
NUZYRA	9,997	5,483	32,205	15,588
OPTUNE	11,363	12,480
VYVGART	27,265	4,888	63,617	4,940
QINLOCK	8,509	6,093
Product revenue - net	101,847	69,228	289,102	200,889
XACDURO	1,117	—
AUGTYRO	1,626	—
Other (i)	283	—
Product revenue - net	105,650	87,149

(i)Other includes product candidates sold in patient programs prior to commercialization.

Collaboration Revenue

Collaboration revenue was $0.~~4 million and $0.~~8 million in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024, respectively,~~ and related to promotional activities in mainland China. We had no such collaboration revenue in the ~~prior~~first ~~year~~quarter ~~periods~~of 2024.

8. Income Tax

No provision for income taxes has been required to be accrued because the Company is in a cumulative loss position for the periods presented.

The Company recorded a full valuation allowance against deferred tax assets of all its consolidated entities because all entities were in a cumulative loss position as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. No unrecognized tax benefits and related interest and penalties were recorded in the periods presented.

1110

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

9. Loss Per Share

The following table presents the computation of the basic and diluted net loss per share ($ in thousands, except share and per share data):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2024

2023

2024

2023

2025

2024

Numerator:

Net loss

(4148,~~671~~438)

(6953,~~152~~471)

~~(175,419)~~

~~(239,191)~~

Denominator:

Weighted average number of ordinary shares - basic and diluted

~~981~~1,~~687~~080,~~390~~825,300

~~968~~973,~~767~~145,~~730~~760

~~976,941,030~~

~~965,060,570~~

Net loss per share - basic and diluted

(0.04)

(0.0705)

~~(0.18)~~

~~(0.25)~~

As a result of the Company’s net loss in the first quarter of 2025 and 2024, share options and non-vested restricted shares outstanding in the respective periods were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive.

	September 30,
	March 31,
	2024	2023
	2025	2024
Share options	~~105~~98,~~188~~164,~~950~~510	~~107~~104,~~249~~244,~~960~~590
Non-vested restricted shares	32,~~875~~537,~~090~~760	3229,~~359~~893,~~260~~540

10. Borrowings

The Company has debt arrangements with the Bank of China, SPD Bank, CMB, BOCOM, and Ningbo Bank to support its working capital needs in mainland China. The following table presents the Company’s short-term debt as of March 31, 2025 ($ in thousands):

	Weighted average interest rate per annum		~~September~~March 3031, ~~2024~~2025
Bank of China Working Capital Loans	2.8660	%	7048,~~925~~132
SPD Bank Working Capital Loans	32.4580	%	1441,~~271~~793
China Merchant Bank Working Capital Loans	32.1591	%	2734,~~798~~799
Total short-term debt	3.01	%	112,994
Bank of Communications Working Capital Loans	2.75	%	41,793
Ningbo Bank Electronic Commercial Draft Discounting Agreement	1.90	%	6,888
Total short-term debt	2.72	%	173,405

Bank of China Working Capital Loan Facility

On February 5, 2024, the Company entered into an uncommitted facility letter with the Bank of China (Hong Kong) Limited (~~the~~ “BOC HK”) pursuant to which ~~the~~ BOC HK will provide standby letters of credit for loans of up to $100.0 million for a term of one year. In connection with this agreement, the Company paid a one-time, non-refundable fee of $0.7 million in the first quarter of 2024. In accordance with this agreement, the Company also maintained restricted deposits of $100.0 million, which are presented as restricted cash-current on the unaudited condensed consolidated balance sheet, to secure the standby letters of credit. On ~~February~~June 620, 2024 and ~~June~~January 2022, ~~2024~~2025, upon the Company’s application, ~~the~~ BOC HK provided standby letters of credit in favor of the Bank of China Pudong Development Zone Branch (~~the~~ “BOC Pudong Branch”) for $5023.0 million and $2327.0 million, respectively, which are or may become payable by the Company’s wholly-owned subsidiary, Zai Lab (Shanghai) Co., Ltd. (“Zai Lab Shanghai”). ~~Zai~~BOC ~~Lab~~HK ~~Shanghai~~and ~~entered into working capital loans with the~~ BOC Pudong Branch ~~under~~are ~~this~~collectively facility in the first half of 2024, and the aggregate principal amount outstanding was RMB497.0 million (approximately $70.9 million) as of September 30, 2024. Each working capital loan has a one-year term and is subject to a floating interest rate, which is subject to adjustment every six months.

1211

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

referred to as Bank of China. As of March 31, 2025, the aggregate principal amount outstanding was RMB345.5 million (approximately $48.1 million). Each working capital loan has a one-year term and is subject to a floating interest rate, which is subject to adjustment every six months.

SPD Bank Working Capital Loan Facility

On February 6, 2024, the Company entered into a maximum-amount guarantee contract with the Shanghai Pudong Development Bank Co., Ltd. Zhangjiang Hi-Tech Park Sub-~~branch~~Branch (~~the~~ “SPD Bank”) pursuant to which the Company will guarantee working capital loans of up to RMB300.0 million (approximately $42.0 million) from SPD Bank to Zai Lab Shanghai over a three-year period. ~~Zai~~As ~~Lab Shanghai entered into working capital loan contracts with SPD Bank under this debt facility in the first quarter~~ of ~~2024~~March 31, ~~and~~2025, the aggregate principal amount outstanding was ~~RMB100~~RMB300.0 million (approximately $1441.3 8 million) ~~as of September 30, 2024~~. Each working capital loan has a one-year term and is subject to a fixed interest rate.

Ningbo Bank Working Capital Loan Facility

On February 6, 2024, the Company’s wholly-owned subsidiary, Zai Lab (Suzhou) Co., Ltd. (“Zai Lab Suzhou”), entered into a maximum credit contract with Bank of Ningbo Co., Ltd. Suzhou Sub-branch (“Ningbo Bank”) as well as an Electronic Commercial Draft Discounting Master Agreement and Online Working Capital Loan Master Agreement (collectively, the “Ningbo Bank Agreements”). The Ningbo Bank Agreements permit Zai Lab Suzhou to utilize, including through discounting or working capital loan agreements and subject to the terms and conditions in related master agreements, up to RMB230.3 million (approximately $32.4 million), of which the Company is authorized to utilize up to RMB160.0 million (approximately $22.5 million). In connection with the arrangements described in the Ningbo Bank Agreements, Zai Lab Suzhou agreed to pledge interests in certain real property it owns in Suzhou. As of September 30, 2024, Zai Lab Suzhou has not entered into any discounting arrangements or working capital loans under this Ningbo Bank working capital loan facility.

China Merchants Bank Working Capital Loan Facility

On July 5, 2024, the Company issued a maximum-amount irrevocable letter of guarantee to China Merchants Bank Co., Ltd., Shanghai Branch (“CMB”) pursuant to which the Company will guarantee working capital loans of up to RMB250.0 million (approximately $34.4 million) from CMB to ~~the Company’s wholly-owned subsidiary,~~ Zai Lab Shanghai, and Zai Lab Shanghai entered into a Credit Agreement with CMB with respect to the RMB250.0 million facility. The credit facility will be available for one year. As of ~~September 30~~March 31, ~~2024~~2025, ~~Zai~~the ~~Lab Shanghai has an~~ aggregate principal amount outstanding ofwas ~~RMB194~~RMB249.8 million (approximately $2734.8 million) under this debt facility. Each working capital loan has a one-year term and is subject to a floating interest rate, which is subject to adjustment every three months.

Bank of Communications Working Capital Loan Facility

On January 2, 2025, the Company entered into a guarantee contract with Bank of Communications Co., Ltd. Shanghai Zhangjiang Sub-Branch (“BOCOM”) pursuant to which the Company will guarantee working capital loans from BOCOM to Zai Lab Shanghai, and Zai Lab Shanghai entered into a working capital loan contract with BOCOM with respect to a revolving credit facility of up to RMB300.0 million (approximately $41.1 million). As of March 31, 2025, the aggregate principal amount outstanding was RMB300.0 million (approximately $41.8 million) under this debt facility. The working capital loan has a one-year term and is subject to a floating interest rate, which is subject to adjustment every three months.

Ningbo Bank Working Capital Loan Facility

On February 6, 2024, the Company’s wholly-owned subsidiary, Zai Lab (Suzhou) Co., Ltd. (“Zai Lab Suzhou”), entered into a maximum credit contract with Bank of Ningbo Co., Ltd. Suzhou Sub-branch (“Ningbo Bank”) as well as an Electronic Commercial Draft Discounting Master Agreement and Online Working Capital Loan Master Agreement (collectively, the “Ningbo Bank Agreements”). The Ningbo Bank Agreements permit Zai Lab Suzhou to utilize, including through discounting or working capital loan agreements and subject to the terms and conditions in related master agreements, up to RMB230.3 million (approximately $32.4 million), of which Zai Lab Suzhou is authorized to utilize up to RMB160.0 million (approximately $22.5 million). In March 2025, pursuant to the Ningbo Bank Agreements, Zai Lab Suzhou entered into an electronic commercial draft discounting agreement with Ningbo Bank, and discounted RMB49.4 million (approximately $6.9 million) of its intercompany receivables. The cash proceeds from the discounting arrangement were classified as short-term debt. The discounted bill has a 6-month term.

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

11. Other Current Liabilities

The following table presents the Company’s other current liabilities ($ in thousands):

	September 30, 2024	December 31, 2023
	March 31, 2025	December 31, 2024
Accrued payroll	2412,~~077~~168	3330,~~711~~198
Accrued professional service fee	3,~~986~~475	75,~~520~~728
Payables for purchase of property and equipment	2,~~612~~645	~~2,474~~449
Accrued rebate to distributors	811,~~800~~773	1610,~~926~~839
Tax payables	3,~~756~~770	165,~~988~~154
Other (i)	2,~~853~~980	56,~~353~~352
Total	4636,~~084~~811	8258,~~972~~720

(i)Other primarily includes accrued travel, ~~and~~ business-related expenses, and advance payments from partners.

12. Related Party Transactions

In January 2025, the Company entered into a license agreement with Zenas BioPharma (HK) Limited (“Zenas”), pursuant to which the Company obtained a license under certain patents and know-how of Zenas to develop and commercialize products containing a differentiated humanized monoclonal antibody targeting IGF-1R as an active ingredient in Greater China. One of the members of the Company’s Board of Directors, Mr. Moulder, is also the Chairman of the Board of Directors and Chief Executive Officer of Zenas. The Company recorded a $10.0 million upfront fee into research and development expenses in the first quarter of 2025. As of March 31, 2025, the Company may be required to pay an additional aggregate amount of up to $117.0 million in development and sales-based milestones as well as certain royalties at tiered percentage rates ranging from high-single digits to mid-teens on annual net sales of the licensed products in the licensed territories.

13. Share-Based Compensation

During the first quarter of 2025, the Company granted share options to purchase up to 5,062,710 ordinary shares and restricted shares representing 1,825,540 ordinary shares under its equity incentive plans. The share options granted have a contractual term of ten years. Share options granted since April 2023 generally vest ratably over a four-year period, and share options granted prior to April 2023 generally vest ratably over a five-year period, with 25% or 20% of the awards vesting on each anniversary of the grant date, respectively, subject to continued employment/service with the Company on the vesting date. The restricted shares granted generally vest ratably over a specified period on the anniversary of the grant date, subject to continued employment/service with the Company on the vesting date. For a description of the Company’s equity incentive plans and more details on the terms of the share-based awards, see Note 15 of the 2024 Annual Report.

The following table presents the share-based compensation expense that has been reported in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss as follows ($ in thousands):


	Three Months Ended March 31,
	2025	2024

Selling, general and administrative	10,226	11,036
Research and development	5,574	6,944
Total	15,800	17,980

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

12As of March 31, 2025, there was unrecognized share-based compensation expense related to unvested share options and unvested restricted shares of $71.9 ~~Share~~million and $69.0 million, respectively, which the Company expects to recognize over a weighted-~~Based~~average ~~Compensation~~period of 2.60 years and 2.28 years, respectively.

During the nine months ended September 30, 2024, the Company granted share options to purchase up to 20,747,480 ordinary shares and restricted shares representing 17,293,410 ordinary shares under its equity incentive plans14. ~~The~~License ~~share options granted have a contractual term of ten years. Share options granted since April 2023 generally vest ratably over a four-year period,~~ and ~~share~~Collaboration options granted prior to April 2023 generally vest ratably over a five-year period, with 25% or 20% of the awards vesting on each anniversary of the grant date, respectively, subject to continued employment/service with the Company on the vesting date. The restricted shares granted generally vest ratably over a specified period on the anniversary of the grant date, subject to continued employment/service with the Company on the vesting date. For a description of the Company’s equity incentive plans and more details on the terms of the share-based awards, see Note 15 of the 2023 Annual Report.Agreements

	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Selling, general and administrative	10,404	14,041	31,861	35,880
Research and development	6,391	7,951	21,552	23,284
Total	16,795	21,992	53,413	59,164

As of September 30, 2024, there was unrecognized share-based compensation expense related to unvested share options and unvested restricted shares of $80.4 million and $83.3 million, respectively, which the Company expects to recognize over a weighted-average period of 2.83 years and 2.68 years, respectively.

13. License and Collaboration Agreements

The Company has entered into various license and collaboration agreements with third parties to develop and commercialize product candidates.

Significant License and Collaboration Arrangements

For a description of the material terms of the Company’s significant license and collaboration agreements, see Note 16 of the ~~2023~~2024 Annual Report. During the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ the Company did not enter into any new significant license or collaboration agreements. ~~The~~or ~~following~~incur ~~includes~~any ~~a description of~~ milestone fees ~~incurred in the nine months ended September 30, 2024~~ under ~~the~~our ~~Company’s~~existing significant license and collaboration agreements.

License and Collaboration Agreement with Innoviva (SUL-DUR)

Under the terms of the Company’s license and collaboration agreement with Entasis Therapeutics Holdings Inc., a wholly owned subsidiary of Innoviva, Inc. (“Innoviva”), the Company recorded an $8.0 million regulatory milestone in the second quarter of 2024, which was capitalized as an intangible asset. As of September 30, 2024, the Company may be required to pay an additional aggregate amount of up to $80.6 million in development, regulatory, and sales-based milestones as well as certain royalties at tiered percentage rates ranging from high single digits to low-teens on annual net sales of the licensed products in the licensed territory.

License Agreement with BMS (Repotrectinib)

Under the terms of the Company’s license agreement with Turning Point Therapeutics, Inc., a company later acquired by Bristol Myers Squibb (“BMS”), the Company recorded $25.0 million for regulatory milestones in the second

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

quarter of 2024, which was capitalized as an intangible asset. As of September 30, 2024, the Company may be required to pay an additional aggregate amount of up to $116.0 million in development, regulatory, and sales-based milestones as well as certain royalties at tiered percentage rates ranging from mid- to high-teens on annual net sales of the licensed products in the licensed territory.

License Agreement with BMS (Xanomeline and Trospium Chloride)

Under the terms of the Company’s license agreement with Karuna Therapeutics, Inc. (a company later acquired by BMS), the Company recorded a $10.0 million development milestone into research and development expenses in the third quarter of 2024. As of September 30, 2024, the Company may be required to pay an additional aggregate amount of up to $132.0 million in development, regulatory, and sales-based milestones as well as certain royalties at tiered percentage rates ranging from low- to high-teens on annual net sales of the licensed products in Greater China.

Other License and Collaboration Arrangements That Are Not Individually Significant

The Company recorded an upfront ~~payment~~fees of $1220.0 million into research and development expenses in the ~~third~~first quarter of ~~2024~~2025 for a license and collaboration ~~agreement~~agreements that isare not individually significant.

1415. Other (Expense) Income, Net

The following table presents the Company’s other income, net ($ in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended March 31,
	2024	2023	2024	2023
	2025	2024
Government grants	~~3,861~~16	~~671~~2,791	~~7,186~~	~~754~~
Loss on equity investments with readily determinable fair value	(920)	(661)	(6,067)	(1,965)
(Loss) Gain on equity investments with readily determinable fair value	(1,912)	4,889
Others miscellaneous gain	500	384	2,740	1,434
Other miscellaneous gain	1,699	1,681
Total	~~3,441~~(197)	~~394~~9,361	~~3,859~~	~~223~~

1516. Restricted Net Assets

The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its Chinese subsidiaries. Relevant Chinese laws and regulations permit payments of dividends by the Company’s Chinese subsidiaries only out of its retained earnings, if any, as determined in accordance with Chinese accounting standards and regulations. The results of operations reflected in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s Chinese subsidiaries.

In accordance with the Company Law of the People’s Republic of China, a domestic enterprise is required to provide statutory reserves of at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s Chinese statutory accounts. A domestic enterprise may provide discretionary surplus reserve, at the discretion of the Board of Directors, from the profits determined in accordance with the enterprise’s Chinese statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Company’s Chinese subsidiaries were established as domestic enterprises and therefore are subject to the above-mentioned restrictions on distributable profits.

No appropriation to statutory reserves was made in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended~~and ~~September 30,~~ 2024 ~~and 2023~~ because the Chinese subsidiaries had substantial losses during such periods.

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements

As a result of these Chinese laws and regulations, subject to the limits discussed above that require annual appropriations of 10% of after-tax profit to be set aside, prior to payment of dividends, as a general reserve fund, the Company’s Chinese subsidiaries are restricted in their ability to transfer out a portion of their net assets.

Foreign exchange and other regulation in mainland China may further restrict the Company’s subsidiaries in mainland China from transferring out funds in the form of dividends, loans, and advances. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, amounts restricted included the paid-in capital of the Company’s subsidiaries in mainland China and were $506.0 million.

1617. Commitments and Contingencies

(a) Purchase Commitments

As of ~~September~~March 3031, ~~2024~~2025, the Company’s commitments related to ~~purchase~~commercial ofmanufacturing ~~property~~development and ~~equipment~~facilities construction and ~~the~~improvement ~~commercial manufacturing development~~ activities that are contracted but not yet reflected in the unaudited condensed consolidated financial statements were $83.68 million and were expected to be incurred within one year.

(b) Legal Proceedings

The Company is not currently a party to any material legal proceedings.

In the normal course of business, the Company enters into agreements that indemnify others for certain liabilities that may arise in connection with a transaction or certain events and activities. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

18. Segment Information

The Company operates as a single operating segment that is engaged in discovering, developing, and commercializing products that address medical conditions with significant unmet needs in the areas of oncology, immunology, neuroscience, and infectious disease. A global research and development organization and a supply chain organization discover, develop, manufacture, and supply our products. A global commercial organization markets, distributes, and sells the products. The business is also supported by global corporate staff functions. The Company’s CODM is the Chief Executive Officer, who assesses performance and allocates resources based on the significant expenses and net income on a consolidated basis. The significant expenses that are regularly provided to the CODM include those amounts that are also reported on the consolidated statement of operations as well as below additional disaggregated measures. The CODM also reviews cash position (which are cash and cash equivalents, current restricted cash, and short-term investments) that are also reported on the consolidated balance sheets when making operating decisions. In accordance with ASC 280, the Company has only one reportable segment.

The following tables present disaggregated expenses that are regularly provided to the CODM:


	Three Months Ended March 31,
	2025	2024
Personnel compensation and related costs	24,079	28,008
Licensing fees	19,997	—
CROs/CMOs/Investigators expenses	9,830	19,904
Other costs	6,823	6,733
Total research and development expenses	60,729	54,645

Zai Lab Limited

Notes to the unaudited condensed consolidated financial statements


	Three Months Ended March 31,
	2025	2024
Clinical programs	28,092	18,788
Pre-Clinical programs	3,314	2,049
Unallocated research and development expenses	29,323	33,808
Total research and development expenses	60,729	54,645


	Three Months Ended March 31,
	2025	2024
Personnel compensation and related costs	40,643	45,894
Other costs	22,779	23,300
Total selling, general, and administrative expenses	63,422	69,194


	Three Months Ended March 31,
	2025	2024
Selling and marketing expenses	41,939	43,594
General and administrative expenses	21,483	25,600
Total selling, general, and administrative expenses	63,422	69,194

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our ~~2023~~2024 Annual Report and our unaudited condensed consolidated financial statements and the accompanying notes for the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024~~ included in Item 1. Financial Statements.

Overview

We are a patient-focused, innovative, commercial-stage, global biopharmaceutical company with a substantial presence in both Greater China and the United States. We are focused on discovering, developing, and commercializing products that address medical conditions with significant unmet needs in the areas of oncology, immunology, neuroscience, and infectious disease. We intend to leverage our competencies and resources to positively impact human health in Greater China and worldwide. We currently have ~~five~~seven commercial ~~products~~programs – ZEJULA®,VYVGART / VYVGART Hytrulo, NUZYRA, OPTUNE, QINLOCK®, ~~NUZYRA®~~XACDURO, and ~~VYVGART®~~AUGTYRO – with products that have received marketing approval and that we have commercially launched in one or more territories in Greater China. ~~OPTUNE refers to Tumor Treating Fields devices marketed under various brand names, including OPTUNE GIO® for glioblastoma multiforme (“GBM”).~~ We also have three products that have received marketing approval and are moving toward commercial launch for the approved indications – VYVGART Hytrulo (the subcutaneous formulation of efgartigimod), XACDURO® (SUL-DUR), and AUGTYRO® (repotrectinib) – as well as multiple programs in late-stage product development and a number of ongoing pivotal trials across our portfolio.

Since our inception, we have incurred net losses and negative cash flows from our operations. Substantially all of our losses have resulted from funding our research and development programs and selling, general and administrative costs associated with our operations. Developing high quality product candidates requires significant investment in our research and development activities over a prolonged period of time, and a core part of our strategy is to continue making sustained investments in this area. Our ability to generate profits and positive cash flow from operations ~~over the next several years~~ depends upon our ability to successfully market our commercial products and to successfully expand the indications for these products and develop and commercialize our other product candidates. As discussed further below, we expect to continue to incur substantial costs related to our research and development and commercialization activities.

As we pursue our corporate strategic goals, we anticipate that our financial results will fluctuate from quarter to quarter and year to year depending in part on the balance between the success of our commercial products and the level of our research and development expenses. We cannot predict whether or when our product candidates will receive regulatory approval. Further, if we receive such regulatory approval, we cannot predict whether or when we may be able to successfully commercialize such products or whether or when such products may become profitable.

Recent Developments

Commercial Products

Net product revenue was $~~101~~105.87 million for the ~~third~~first quarter of ~~2024~~2025, an increase of 4721% compared to the prior year period, primarily driven by increased sales for VYVGART since its launch in September 2023 and listing on China’s National Reimbursement Drug List (“NRDL”) in January 2024 for the treatment of adult patients with generalized myasthenia gravis (“gMG”) who are anti-acetylcholine receptor (“AChR”) antibody positive and increased sales for ZEJULA and NUZYRA., ~~The NRDL listing for ZEJULA as a maintenance treatment was renewed in the first quarter of 2024~~VYVGART, and ZEJULA ~~continues to be the leading PARP inhibitor in hospital sales for ovarian cancer in mainland China~~. Increased sales for ~~NUZYRA~~these products were supported by ~~the~~increased ~~inclusion~~patient inaccess ~~the~~supported ~~NRDL~~by ~~for~~their ~~its~~listings ~~intravenous (“IV”) formulation for the treatment of adult patients with community-acquired bacterial pneumonia (“CABP”) and acute bacterial skin and skin structure infections (“ABSSSI”)~~ in the ~~first quarter of 2023 and for its oral formulation for these indications in the first quarter of 2024~~NRDL.

Product Candidates

We continued to advance our product candidates through our research and development activities, including the following developments with respect to our clinical trials and regulatory approvals:

Oncology

•~~Niraparib~~ZL-1310 (DLL3 ADC): In ~~July~~April ~~2024~~2025, ~~data~~we ~~from~~initiated a ~~Zai-supported~~global ~~study~~Phase ~~was~~I/II ~~published~~study in ~~Cell~~patients ~~that provides new insights~~ with ~~potential~~selected tosolid ~~improve~~neuroendocrine ~~treatment of HRD-positive ovarian cancers~~tumors, ~~including~~allowing ~~through~~us ~~neoadjuvant~~to ~~monotherapy~~evaluate ~~with~~its ~~niraparib~~therapeutic ~~and~~potential abeyond ~~combination of niraparib and ZL~~ES-~~1218, our investigational CCR8 antibody~~SCLC.

•~~Early-Stage~~Tisotumab ~~Global~~Vedotin ~~Pipeline~~(TIVDAK, Tissue Factor ADC): In ~~October~~March ~~2024~~2025, weChina’s ~~presented~~NMPA ~~data~~accepted ~~from~~the aBLA ~~Phase~~for ITIVDAK ~~study~~for ofthe ~~ZL-1310,~~treatment anof ~~investigational~~patients ~~DLL3-antibody-drug~~with ~~conjugate,~~recurrent inor ~~second-line+~~metastatic ~~extensive~~cervical ~~stage~~cancer ~~small~~with ~~cell~~disease ~~lung~~progression ~~cancer.~~on ~~The~~or ~~data,~~after ~~from~~systemic ~~the~~therapy. ~~ongoing~~The ~~Part~~BLA Iasubmission ~~monotherapy~~is ~~dose-escalation~~supported ~~portion~~by of the ~~study, included~~ results from 25the ~~patients~~global, ~~across~~randomized, ~~four~~Phase ~~dose~~III ~~cohorts~~innovaTV ~~(0.8~~301 ~~mg/kg,~~clinical ~~1.6~~trial ~~mg/kg,~~and ~~2.0~~the ~~mg/kg,~~results ~~2.4~~from ~~mg/kg).~~the ~~Findings~~China ~~from~~subpopulation of this study. ~~suggest~~As ~~that~~reported ~~ZL-1310~~in ~~delivers~~January ~~anti-tumor~~2025, ~~activity~~the ~~across~~China ~~multiple~~subpopulation ~~dose~~results ~~levels~~were consistent with anthose ~~overall~~in ~~response~~the ~~rate~~global ~~of 74%~~population. ItTIVDAK ~~was~~demonstrated ~~well~~a ~~tolerated~~45% ~~across~~reduction ~~all~~in ~~dose levels with~~ the ~~majority~~risk of ~~treatment~~death ~~emergent~~compared ~~adverse~~to ~~events being Grade 1 or 2~~chemotherapy.

Immunology, Neuroscience, and Infectious Disease

•Efgartigimod: In July 2024, the NMPA approved the Biologics License Application for efgartigimod alfa injection (subcutaneous injection), under the brand name VYVGART Hytrulo, as an add on to standard therapy for the treatment of adult patients with gMG who are AChR antibody positive. In November 2024, the NMPA approved the supplemental Biologics License Application for VYVGART Hytrulo for the treatment of adult patients with chronic inflammatory demyelinating polyneuropathy.

•Xanomeline and Trospium Chloride (KarXT):

◦Schizophrenia: In October 2024, we announced positive topline results from the Phase III bridging study evaluating the safety and efficacy of KarXT in schizophrenia in China. The study met its primary endpoint, with KarXT demonstrating a statistically significant and clinically meaningful 9.2-point reduction in the Positive and Negative Syndrome Scale (“PANSS”) total score compared to placebo at Week 5 (-16.9 KarXT vs. -7.7 placebo, p=0.0014). The study also met all secondary efficacy endpoints. We expect to submit a New Drug Application to the NMPA for KarXT for the treatment of patients with schizophrenia in early 2025.In September 2024, our partner BMS announced that the FDA had approved KarXT, under the brand name COBENFY™, for the treatment of adult patients with schizophrenia. In October 2024, BMS announced new topline results from the Phase III EMERGENT-4 and EMERGENT-5 open-label trials evaluating the long-term efficacy, safety, and tolerability of KarXT in adults with schizophrenia over 52 weeks of treatment. In the analysis, KarXT was associated with continued improvements in symptoms of schizophrenia across all efficacy measures. KarXT continued to see a lack of weight gain, and it was not associated with movement disorders or metabolic changes.

◦ADP: In July 2024, we joined the global Phase III ADEPT-2 study evaluating the safety and efficacy of KarXT for the treatment of psychosis associated with Alzheimer’s disease (“ADP”) in Greater China.

•Early-Stage Global Pipeline: In September 2024, Zai Lab presented pre-clinical data of ZL-1503, an IL-13/IL-31 bi-specific antibody, at the European Academy of Dermatology and Venerology Congress 2024. The presentation discussed the potential of ZL-1503 as a novel treatment for moderate-to-severe atopic dermatitis, as well as other diseases involving the IL-13 and IL-31 pathways.

~~Corporate~~•Repotrectinib: ~~Updates~~In April 2025, China’s NMPA accepted the supplemental NDA for repotrectinib for the treatment of adult patients with NTRK+ solid tumors. The application is intended for patients whose disease is locally advanced or metastatic, or where surgical resection is likely to result in severe morbidity, and who have either progressed following prior therapies or have no satisfactory alternative treatment options.

We•ZL-6201 ~~continue~~(LRRC15 toADC): ~~enhance~~In ~~our~~April ~~portfolio~~2025, ~~through~~we ~~strategic~~presented ~~partnerships~~new data at the AACR Annual Meeting 2025 reflecting that ZL-6201 efficiently internalizes within and tokills ~~strengthen~~tumor ~~our~~cells, ~~organizational~~while ~~structure~~also toexhibiting ~~support~~a strong bystander killing effect in the ~~evolving~~tumor ~~needs~~microenvironment. Based on these findings, we plan to initiate IND-enabling studies of ~~our~~ZL-6201 ~~business:~~as a potential treatment for patients with sarcoma and other LRRC15-positive solid tumors, such as breast cancer and other malignancies, in 2025.

•~~Business~~ZL-1222 ~~Development~~(PD-1 / IL-12): In ~~July~~April ~~2024~~2025, we ~~entered~~presented ~~into~~data aat ~~strategic~~the ~~partnership~~AACR ~~and~~Annual ~~global~~Meeting ~~license~~2025, ~~agreement~~marking ~~with~~the ~~MabCare~~first ~~Therapeutics~~public ~~Co.,~~disclosure ~~Ltd.~~of ~~Through~~ this ~~collaboration, we expanded our~~ global ~~oncology~~asset. ~~pipeline~~Findings ~~with~~from athe ~~next generation antibody~~pre-~~drug~~clinical ~~conjugate~~studies ~~targeting~~demonstrate ~~ROR1,~~its ~~ZL-6301.~~potent ~~ZL-6301~~antitumor ~~has~~activity ~~the potential to be used~~ in ~~the~~both ~~treatment~~anti-PD-1 ofsensitive ~~solid tumors where ROR1 is commonly expressed~~ and in-resistant ~~hematological~~tumor ~~malignancies~~models, ~~where~~with ~~ROR1~~improved issystemic ~~a validated target~~safety. ~~ZL-6301~~These ~~has~~results ~~demonstrated~~indicate anits ~~encouraging~~potential ~~pre-clinical~~to ~~profile,~~benefit ~~and~~patients itwho isare ~~currently~~unresponsive inor ~~the~~resistant ~~IND-enabling stage. We plan~~ to ~~focus~~the oncurrent ~~advancing~~immune-oncology ~~its global development~~therapies.

~~•Organizational Update: In September 2024, the Company appointed Prista Charuworn, M.D., as our Vice President,~~ Immunology, ~~Global R&D. Dr. Charuworn is an accomplished gastroenterologist with extensive experience and leadership in clinical development in hepatology and immunology. She reports to Rafael Amado~~Neuroscience, ~~M.D., our President, Head of Global R&D,~~ and isInfectious responsible for leading and advancing the R&D strategy for our immunology therapeutic area as well as our neuroscience and infectious disease assets. She previously held key leadership roles in clinical development at Amgen, AstraZeneca, and Gilead.Disease

•Efgartigimod (FcRn): In April 2025, our partner argenx announced that the FDA had approved VYVGART Hytrulo prefilled syringe (PFS) for self-injection in gMG and CIDP. PFS is the third approved administration option for efgartigimod, providing additional flexibility and convenience for patients. Zai Lab plans to submit for Chemical Manufacturing and Control (CMC) variation for PFS for these indications in China in 2025.

•KarXT: In January 2025, the NMPA accepted the NDA for KarXT for the treatment of schizophrenia. The NDA submission was supported by data from the Phase I PK study, Phase III China study, the global Phase III EMERGENT-2 and EMERGENT-3 clinical trials, and long-term follow-up results. This follows FDA approval of KarXT, under the brand name COBENFY, for the treatment of schizophrenia in adults in September 2024. COBENFY does not have atypical antipsychotic class warnings and precautions and does not have a boxed warning.

•ZL-1102 (IL-17 Humabody®): We have decided to discontinue the global Phase II clinical trial of ZL-1102 following a comprehensive review of interim analysis from the first 40 enrolled participants, and the subsequent recommendation of the independent Data and Safety Monitoring Board.

•Povetacicept (APRIL/BAFF): Our partner Vertex has completed enrollment of the interim analysis cohort in the global Phase III RAINIER study of povetacicept in IgA nephropathy. Zai Lab participated in the study in Greater China.

Factors Affecting Our Results of Operations

Our Commercial Products

We generate product revenue through the sale of our commercial products in Greater China, net of any related sales returns and rebates to distributors. Our cost of product revenue mainly consists of the costs of manufacturing ZEJULA and NUZYRA,; costs of purchasing VYVGART / VYVGART Hytrulo, OPTUNE, QINLOCK, XACDURO, and ~~VYVGART~~AUGTYRO from our collaboration partners,; any royalty fees incurred as a result of sales of our commercial products under our license and collaboration agreements,; and amortization of ~~any~~capitalized ~~sales~~post-~~based~~approval milestone fees incurred under our license and collaboration agreements. We expect our product revenue to increase in coming years as we continue to focus on increasing patient access to our existing commercial products, such as through NRDL listing or increased supplemental insurance coverage in the private-pay market, and as we launch additional commercial products, if and when we obtain required regulatory approvals. We expect our cost of product revenue to increase as the volume of products sold increases.

Research and Development Expenses

We believe our ability to successfully develop product candidates will be the primary factor affecting our long-term competitiveness, as well as our future growth and development. Developing high quality product candidates requires a significant investment of resources over a prolonged period of time. We are committed to advancing and expanding our pipeline of potential best-in-class and first-in-class products, such as through clinical and pre-clinical trials and business development activities. As a result, we expect to continue making significant investments in research and development, including internal discovery activities.

Elements of research and development expenditures primarily include:

•payroll and other related costs of personnel engaged in research and development activities;

•fees for exclusive development rights of products granted to the Company;

•costs related to pre-clinical testing of the Company’s technologies and clinical trials, such as payments to contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”), investigators, and clinical trial sites that conduct our clinical studies; and

•costs to produce the product candidates, including raw materials and supplies, product testing, depreciation, and facility-related expenses.

Selling, General, and Administrative Expenses

Our selling, general, and administrative expenses consist primarily of personnel compensation and related costs, including share-based compensation for commercial and administrative personnel. Other selling, general, and administrative expenses include product distribution and promotion costs, and professional service fees for legal, intellectual property, consulting, auditing, and tax services as well as other direct and allocated expenses for rent and maintenance of facilities, insurance, and other supplies used in selling, general, and administrative activities. We expect these costs to continue to be significant to support sales of our commercial products and preparation to launch and subsequent sales of additional product candidates if and when approved.

Our Ability to Commercialize Our Product Candidates

We have multiple product candidates in late-stage clinical development and various others in clinical and pre-clinical development in Greater China and ~~the United States~~globally. Our ability to generate revenue from our product candidates is dependent on our receipt of regulatory approvals for and successful commercialization of such product candidates, which may not occur. Certain of our product candidates may require additional pre-clinical and/or clinical development, regulatory approvals in multiple jurisdictions, manufacturing supply, and significant marketing efforts before we generate any revenue from product sales.

License and Collaboration Arrangements

Our results of operations have been, and will continue to be, affected by our license and collaboration agreements. In accordance with these agreements, we may be required to make upfront payments and milestone payments upon the achievement of certain development, regulatory, and sales-based milestones for the relevant products as well as certain royalties at tiered percentage rates based on annual net sales of the licensed products in the licensed territories. As of ~~September~~March 3031, ~~2024~~2025, we may in the future be required to pay development and regulatory milestone payments of up to an additional aggregate amount of $~~284~~247.5 million for our current clinical programs and $~~613~~684.09 million for other programs. Such development and regulatory milestone payments are contingent on the progress of our product candidates prior to commercialization, and we see these payments as favorable because they indicate that product candidates are advancing. As of ~~September~~March 3031, ~~2024~~2025, we also in the future may be required to pay sales-based milestone payments of up to an additional aggregate amount of $2,~~295~~555.0 million as well as certain royalties at tiered percentage rates on annual net sales. Such sales-based milestone and royalty payments are contingent on the performance of our commercial products, and we see these payments as favorable because they signify that a product is achieving higher sales levels.

Results of Operations

In this section, we discuss our results of operations for the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024~~ compared to the ~~same~~first ~~periods~~quarter inof ~~2023~~2024.

The following table presents our results of operations ($ in thousands):

	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
	Three Months Ended March 31,		Change
	2024	2023	$	%		2024	2023	$	%
	2025	2024	$	%
Revenues
Product revenue, net	~~101~~105,~~847~~650	6987,~~228~~149	3218,~~619~~501	4721	%	~~289,102~~	~~200,889~~	~~88,213~~	44	%
Collaboration revenue	~~418~~837	—	~~418~~837	NM		~~816~~	—	~~816~~	NM
Total revenues	~~102~~106,~~265~~487	6987,~~228~~149	3319,~~037~~338	4822	%	~~289,918~~	~~200,889~~	~~89,029~~	44	%
Expenses
Cost of product revenue	(3638,~~569~~452)	(2533,~~479~~619)	(114,~~090~~833)	4414	%	~~(105,336)~~	~~(70,579)~~	~~(34,757)~~	49	%
Cost of collaboration revenue	(~~348~~195)	—	(~~348~~195)	NM		~~(433)~~	—	~~(433)~~	NM
Research and development	(6560,~~982~~729)	(5854,~~767~~645)	(76,~~215~~084)	1211	%	~~(182,252)~~	~~(183,920)~~	~~1,668~~	~~(1)~~	%
Selling, general, and administrative	(6763,~~219~~422)	(6869,~~552~~194)	15,~~333~~772	(28)	%	~~(216,123)~~	~~(198,982)~~	~~(17,141)~~	9	%
Gain on sale of intellectual property	—	—	—	NM		—	10,000	(10,000)	(100)	%
Loss from operations	(56,311)	(70,309)	13,998	(20)	%
Loss from operations	(67,853)	(83,570)	15,717	(19)	%	(214,226)	(242,592)	28,366	(12)	%
Interest income	8,606	9,658	(1,052)	(11)	%
Interest income	9,029	9,172	(143)	(2)	%	28,017	29,493	(1,476)	(5)	%
Interest expenses	(1,187)	(113)	(1,074)	NM
Interest expense	(745)	—	(745)	NM		(1,350)	—	(1,350)	NM
Foreign currency gains (losses)	651	(2,068)	2,719	(131)	%
Foreign currency gains (losses)	14,457	4,852	9,605	198	%	8,281	(26,315)	34,596	(131)	%
Other (expense) income, net	(197)	9,361	(9,558)	(102)	%
Other income, net	3,441	394	3,047	773	%	3,859	223	3,636	1630	%
Loss before income tax	(48,438)	(53,471)	5,033	(9)	%
Loss before income tax	(41,671)	(69,152)	27,481	(40)	%	(175,419)	(239,191)	63,772	(27)	%
Income tax expense	—	—	—	—	%
Income tax expense	—	—	—	—	%	—	—	—	—	%
Net loss	(48,438)	(53,471)	5,033	(9)	%
Net loss	(41,671)	(69,152)	27,481	(40)	%	(175,419)	(239,191)	63,772	(27)	%

NM - Not Meaningful

Revenues

Product Revenue, Net

The following table presents ~~the~~net ~~components~~revenue ofby ~~the~~commercial ~~Company’s~~program ~~product revenue~~ ($ in thousands):

	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
	Three Months Ended March 31,		Change
	2024	2023	$	%		2024	2023	$	%
	2025	2024	$	%
Product revenue - gross	107,678	74,018	33,660	45	%	307,401	220,240	87,161	40	%
ZEJULA	49,529	45,501	4,028	9	%
Less: Rebates and sales returns	(5,831)	(4,790)	(1,041)	22	%	(18,299)	(19,351)	1,052	(5)	%
VYVGART / VYVGART Hytrulo	18,105	13,162	4,943	38	%
Product revenue - net	101,847	69,228	32,619	47	%	289,102	200,889	88,213	44	%
NUZYRA	15,118	9,913	5,205	53	%
OPTUNE	11,363	12,480	(1,117)	(9)	%
QINLOCK	8,509	6,093	2,416	40	%
XACDURO	1,117	—	1,117	NM
AUGTYRO	1,626	—	1,626	NM
Other (i)	283	—	283	NM
Total product revenue, net	105,650	87,149	18,501	21	%

~~Our~~(i)Other includes product ~~revenue~~candidates issold ~~derived from the sales of our commercial products primarily~~ in ~~mainland~~patient ~~China,~~programs ~~net~~prior ~~of sales returns and rebates~~ to ~~distributors with respect to the sales of these products~~commercialization.

Our ~~net~~ product revenue ~~increased~~is byprimarily ~~$32.6~~derived ~~million~~from ~~and $88.2 million in~~ the ~~three~~sales ~~and~~of ~~nine~~our ~~months~~commercial ~~ended~~products ~~September 30, 2024, respectively,~~ primarily ~~driven by increased sales for VYVGART since its launch~~ in ~~September~~mainland ~~2023~~China, ~~and~~net ~~NRDL listing in January 2024 for the treatment~~ of ~~gMG. Net product revenue growth was also supported by increased~~ sales ~~volumes~~returns ~~for ZEJULA~~ and ~~NUZYRA~~rebates into ~~the~~distributors ~~three~~with ~~and~~respect ~~nine months ended September 30, 2024. ZEJULA sales remained strong as it continued~~ to be the ~~leading PARP inhibitor in hospital~~ sales ~~for ovarian cancer in mainland China. The growth in NUZYRA sales was supported by the inclusion in the NRDL for its IV formulation for the treatment~~ of ~~CABP and ABSSSI in the first quarter of 2023 and for its oral formulation for~~ these ~~indications in the first quarter of 2024~~products.

~~The~~Our ~~following~~net ~~table~~product ~~presents~~revenue ~~net~~increased ~~revenue~~by $18.5 million in the first quarter of 2025, primarily driven by ~~product~~higher ($sales of VYVGART, driven by increasing market coverage and penetration since its NRDL listing in ~~thousands):~~January 2024 for the treatment of gMG; ZEJULA, which continued to deliver strong sales as the leading PARP inhibitor in hospital sales for ovarian cancer in mainland China; and NUZYRA, supported by increasing market coverage and penetration.

	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
	2024	2023	$	%		2024	2023	$	%
ZEJULA	48,227	41,593	6,634	16	%	138,727	127,230	11,497	9	%
OPTUNE	7,715	11,562	(3,847)	(33)	%	32,779	38,596	(5,817)	(15)	%
QINLOCK	8,643	5,702	2,941	52	%	21,774	14,535	7,239	50	%
NUZYRA	9,997	5,483	4,514	82	%	32,205	15,588	16,617	107	%
VYVGART	27,265	4,888	22,377	458	%	63,617	4,940	58,677	1188	%
Total product revenue, net	101,847	69,228	32,619	47	%	289,102	200,889	88,213	44	%

Cost of Product Revenue

Cost of product revenue increased by $114.~~1 million and $34.~~8 million in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024, respectively,~~ primarily due to increasing sales volumes ~~and shifts in product sales mix~~.

Collaboration Revenue and Cost of Collaboration Revenue

In the ~~three~~first ~~and~~quarter ~~nine~~of ~~months ended September 30~~2025, ~~2024,~~ collaboration revenue related to promotional activities in mainland China was $0.~~4 million and $0.~~8 million, ~~respectively,~~ and cost of collaboration revenue was $0.32 million ~~and $0~~.4 ~~million, respectively.~~ We had no such collaboration revenue in the ~~prior~~first ~~year~~quarter ~~periods~~of 2024.

Research and Development Expenses

The following table presents the components of our research and development expenses ($ in thousands):

Three Months Ended September 30,

Change

Nine Months Ended September 30,

Change

Three Months Ended March 31,

Change

2024

2023

2024

2023

2025

2024

Personnel compensation and related costs

2324,~~405~~079

2728,~~933~~008

(43,~~528~~929)

(1614)

~~82,622~~

~~85,967~~

~~(3,345)~~

~~(4)~~

Licensing fees

2219,~~634~~997

9—

2219,~~625~~997

~~22,634~~

~~19,291~~

~~3,343~~

CROs/CMOs/Investigators expenses

139,~~004~~830

2319,~~136~~904

(10,~~132~~074)

(4451)

~~57,213~~

~~59,201~~

~~(1,988)~~

~~(3)~~

Other costs

6,~~939~~823

76,~~689~~733

~~(750)~~90

~~(10)~~1

~~19,783~~

~~19,461~~

~~322~~

Total

6560,~~982~~729

5854,~~767~~645

76,~~215~~084

1211

~~182,252~~

~~183,920~~

~~(1,668)~~

~~(1)~~

NM - Not Meaningful

Research and development expenses increased by $76.21 million in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ primarily due to:

•an increase of $2220.60 million inupfront ~~licensing~~ fees ~~in connection with increased upfront and milestone payments~~ for our license and collaboration agreements; partially offset by

•a decrease of $10.90 million in CROs/CMOs/Investigators expenses and other costs related to ongoing clinical trials; and

•a decrease of $43.59 million in personnel compensation and related costs primarily driven by the Company’s ~~ongoing~~ resource prioritization and efficiency efforts.

Research and development expenses decreased by $1.7 million in the nine months ended September 30, 2024, primarily due to:

•a decrease of $3.3 million in personnel compensation and related costs primarily driven by the Company’s ongoing resource prioritization and efficiency efforts; and

•a decrease of $1.7 million in CROs/CMOs/Investigators expenses and other costs related to ongoing clinical trials; partially offset by

•an increase of $3.3 million in licensing fees in connection with increased upfront and milestone payments for our license and collaboration agreements.

The following table presents our research and development expenses by program ($ in thousands):

	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
	Three Months Ended March 31,		Change
	2024	2023	$	%		2024	2023	$	%
	2025	2024	$	%
Clinical programs	2328,~~060~~092	2318,~~243~~788	~~(183)~~9,304	~~(1)~~50	%	~~63,196~~	~~68,232~~	~~(5,036)~~	~~(7)~~	%
Pre-clinical programs	14,461	2,013	12,448	618	%	19,649	15,252	4,397	29	%
Pre-Clinical programs	3,314	2,049	1,265	62	%
Unallocated research and development expenses	2829,~~461~~323	33,~~511~~808	(54,~~050~~485)	(1513)	%	~~99,407~~	~~100,436~~	~~(1,029)~~	~~(1)~~	%
Total	6560,~~982~~729	5854,~~767~~645	76,~~215~~084	1211	%	~~182,252~~	~~183,920~~	~~(1,668)~~	~~(1)~~	%

Research and development expenses attributable to ~~pre-~~clinical programs increased by $129.43 million in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September~~2025 ~~30, 2024~~ primarily ~~due~~driven toby an increase of $20.0 million in licensing fees, offset by a decrease of $10.7 million in CROs/CMOs/Investigators expenses related to the progress of existing studies. Research and development expenses attributable

Research and development expenses attributable to clinical programs decreased by $5.0 million in the nine months ended September 30, 2024 primarily driven by a decrease of $7.3 million in CROs/CMOs/Investigators expenses related to the progress of existing studies, offset by an increase of $2.3 million in licensing fees. Research and development expenses attributable to pre-clinical programs increased by $4.4 million in the nine months ended September 30, 2024 primarily due to an increase of $3.4 million in CROs/CMOs/Investigators expenses related to newly initiated studies and progress of existing studies and an increase of $1.0 million in licensing fees.21

to pre-clinical programs increased by $1.3 million in the first quarter of 2025 primarily driven by an increase of CROs/CMOs/Investigators expenses related to newly initiated studies and progress of existing studies.

Although we manage our external research and development expenses by program, we do not allocate our internal research and development expenses by program because our employees and internal resources may be engaged in projects for multiple programs at any given time.

Selling, General, and Administrative Expenses

The following table presents our selling, general and administrative expenses by ~~program~~category ($ in thousands):

	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
	Three Months Ended March 31,		Change
	2024	2023	$	%		2024	2023	$	%
	2025	2024	$	%
Personnel compensation and related costs	3940,~~984~~643	45,~~410~~894	(5,~~426~~251)	(1211)	%	~~134,157~~	~~129,198~~	~~4,959~~	4	%
Professional service fees	5,863	4,404	1,459	33	%	14,917	18,752	(3,835)	(20)	%
Other costs	22,779	23,300	(521)	(2)	%
Other costs	21,372	18,738	2,634	14	%	67,049	51,032	16,017	31	%
Total	63,422	69,194	(5,772)	(8)	%
Total	67,219	68,552	(1,333)	(2)	%	216,123	198,982	17,141	9	%

Selling, general, and administrative expenses decreased by $15.38 million in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ primarily due to: a decrease of $5.3 million in personnel compensation and related costs related to the Company’s resource prioritization and efficiency efforts.

•a decrease of $5.4 million in personnel compensation and related costs primarily driven by the Company’s ongoing resource prioritization and efficiency efforts; partially offset by

•an increase of $2.6 million in other costs primarily related to higher general selling expenses for VYVGART which was launched in September 2023.

Selling, general, and administrative expenses increased by $17.1 million in the nine months ended September 30, 2024, primarily due to:

•an increase of $16.0 million in other costs primarily related to higher general selling expenses for VYVGART which was launched in September 2023; and

•an increase of $5.0 million in personnel compensation and related costs primarily driven by headcount growth related to support VYVGART; partially offset by

•a decrease of $3.8 million in professional service fees primarily related to decreased finance and human resources administrative expenses.

Gain on Sale of Intellectual Property

We had a gain on sale of intellectual property of $10.0 million in the second quarter of 2023 in connection with our sale of certain patent rights and related know-how to a third party. We had no such gain or loss in the current year periods.

Interest Income

Interest income decreased by $01.1 million ~~and $1.5 million~~ in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024, respectively,~~ primarily due to decreased ~~cash~~interest ~~and cash equivalents~~rates.

Interest ~~Expense~~Expenses

Interest expense increased by $~~0.7 million and $~~1.41 million in the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024, respectively,~~ primarily due to ~~interest~~increased ~~expense on~~ short-term ~~debt we entered into in 2024~~debts. ~~We had no such interest expense in the prior year periods.~~

Foreign Currency Gains (Losses)

Foreign currency gain ~~increased~~was by $90.67 million in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ primarily driven by ~~increased~~ remeasurement gain due to appreciation of the RMB against the U.S. dollar, compared to foreign currency losses of $2.1 million in the first quarter of 2024, driven by remeasurement losses due to depreciation of the RMB against the U.S. dollar.

~~Foreign~~Other ~~currency~~(Expense) ~~gain was $8.3 million in the nine months ended September 30~~Income, ~~2024,~~Net primarily driven by remeasurement gain due to appreciation of the RMB against the U.S. dollar, compared to foreign currency loss of $26.3 million in the nine months ended September 30, 2023, driven by remeasurement loss due to depreciation of the RMB against the U.S. dollar.

Other ~~Income~~expense, ~~Net~~net was $0.2 million in the first quarter of 2025, compared to other income, net of $9.4 million in the first quarter of 2024, primarily due to the shift from a gain of $4.9 million in the first quarter of 2024 to a loss of $1.9 million in the first quarter of 2025 for our equity investment in MacroGenics, Inc. as a result of changes in its stock price, and a decrease of $2.8 million in government grants.

Other income, net increased by $3.0 million and $3.6 million in the three and nine months ended September 30, 2024, respectively, primarily due to an increase of $3.2 million and $6.4 million in government grants, respectively, and an increase of $0.1 million and $1.3 million in other miscellaneous gain primarily driven by an increase in sublease rental income, respectively, partially offset by an increase of $0.3 million and $4.1 million in loss of our equity investment in MacroGenics, Inc. as a result of changes in its stock price, respectively.

Income Tax Expense

Income tax expense was nil in both the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~2025 ~~ended September 30, 2024~~ and ~~2023~~2024.

Net Loss

Net loss was $4148.74 million in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ or a loss per ordinary share attributable to common stockholders of $0.04 (or loss per ADS of $0.4245), compared to a net loss of $6953.25 million in the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30~~2024, ~~2023,~~ or a loss per ordinary share of $0.0705 (or loss per ADS of $0.7155).

Net loss was $175.4 million in the nine months ended September 30, 2024, or a loss per ordinary share attributable to common stockholders of $0.18 (or loss per ADS of $1.80), compared to a net loss of $239.2 million in the nine months ended September 30, 2023, or a loss per ordinary share of $0.25 (or loss per ADS of $2.48).

Critical Accounting Policies and Significant Judgments and Estimates

We prepare our financial statements in conformity with U.S. GAAP, which requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Some of those judgments can be subjective and complex. Actual results could differ from our estimates.

Our most critical accounting policies and estimates, including those that require the most difficult, subjective, or complex judgments and are the most inherently uncertain, are described below.

Revenue Recognition

We sell our products to distributors (our customers), who ultimately sell the products to healthcare providers, primarily in mainland China. We recognize revenue when the performance obligations are satisfied upon the product’s delivery to distributors.

We offer rebates to our distributors to compensate the distributors consistent with pharmaceutical industry practices. We are required to establish a provision for rebates in the same period the related product sales are recognized. The estimated amount of rebates, if any, is recorded as a reduction of revenue.

Significant judgments are required in making these estimates. In determining the appropriate accrual amount, we consider our contracted rates, sales volumes, levels of distributor inventories, and historical experiences and trends. If actual results vary from our estimates or our expectations change, we will adjust these estimates accordingly, which would affect net product revenue and earnings in the period such variances become expected or known.

Research and Development Expenses

We have a significant amount of research and development expenses, including with respect to pre-clinical and clinical trials for our product candidates. Such costs are expensed as incurred when they have no alternative future uses.

We contract with third parties to perform various pre-clinical and clinical trial activities on our behalf in the ongoing development of our product candidates. Expenses related to pre-clinical and clinical trial activities are accrued based on the Company’s estimates of the actual services performed by the third parties, such as CROs and CMOs.

Significant judgments are required in estimating the actual services performed by the third parties for the respective period and the related expense accruals. In determining the appropriate accrual, we consider a variety of factors, including contractual requirements with respect to services to be provided, related rates, and our assessment of services performed during the period and progress with respect to any contractual milestones when we have not yet been invoiced or otherwise notified by third parties of actual costs. If the actual status and timing of services performed vary from our estimates, our reported expenses and earnings for the corresponding period may be affected.

Share-Based Compensation

We grant share-based awards, including share options and restricted shares, to eligible employees, non-employees, and directors. Such share-based awards are measured at grant date fair value.

Significant assumptions are required in determining the fair value of share options, which we estimate using the Black-Scholes option valuation model. These assumptions include: (i) the ~~expected~~ volatility of our ADS price, (ii) the periods of time over which grantees are expected to hold their options prior to exercise (expected term), (iii) the expected dividend yield on our ADSs, and (iv) risk-free interest rates. Since we do not have sufficient ~~trading~~historical ~~history~~information ~~since~~to ~~our~~develop ~~September~~reasonable ~~2017~~expectations ~~initial~~about ~~public~~future ~~offering~~exercise onpatterns ~~Nasdaq~~and topost-vesting ~~cover~~employment termination behavior, the expected term ofis ~~our~~derived ~~share~~from ~~options,~~the weaverage ~~estimate~~midpoint ~~expected~~between ~~volatility~~the ~~based~~weighted onaverage ~~movements~~vesting inand the ~~share~~contractual ~~price~~term, ofalso ~~certain~~known ~~companies~~as the simplified method. The expected dividend yield is zero as we ~~consider~~have ~~comparable~~never ~~over~~paid dividends and do not currently anticipate paying any in the ~~most~~foreseeable ~~recent~~future, ~~equivalent~~and ~~historical~~risk-free ~~period~~interest rates are based on quoted U.S. ~~Since~~Treasury werates dofor ~~not~~securities ~~have~~with ~~sufficient~~maturities ~~historical~~approximating ~~information~~the toexpected ~~develop~~term. ~~reasonable~~If actual results vary from our estimates or our expectations change, our reported expenses and earnings for the corresponding period may be affected.

about future exercise patterns and post-vesting employment termination behavior, the expected term is derived from the average midpoint between the weighted average vesting and the contractual term, also known as the simplified method. The expected dividend yield is zero as we have never paid dividends and do not currently anticipate paying any in the foreseeable future, and risk-free interest rates are based on quoted U.S. Treasury rates for securities with maturities approximating the expected term. If actual results vary from our estimates or our expectations change, our reported expenses and earnings for the corresponding period may be affected.

Income Taxes

We recognize deferred tax assets and liabilities for temporary differences between the financial statement and income tax bases of assets and liabilities, which are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some or all ~~of a deferred tax asset will not be realized. Significant judgements are required when evaluating tax positions in accordance with ASC 740, Income Taxes.~~

of a deferred tax asset will not be realized. Significant judgements are required when evaluating tax positions in accordance with ASC 740, Income Taxes.

We recognize in our financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and the expiration of the applicable statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process.

We consider positive and negative evidence when determining whether some or all of our deferred tax assets will not be realized. This assessment considers various factors, including the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, our historical results of operations, and our tax planning strategies. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Our estimates may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. If actual benefits vary from our estimates or our expectations change, we will adjust the recognition and measurement estimates accordingly, which would affect reported expenses and earnings in the corresponding period.

Liquidity and Capital Resources

To date, we have financed our activities primarily through private placements, our September 2017 initial public offering and various follow-on offerings on Nasdaq, and our September 2020 secondary listing and initial public offering on the Hong Kong Stock Exchange. In addition, we have raised approximately $164.6 million in private equity financing and approximately $2,~~462~~677.78 million in net proceeds after deducting underwriting commissions and the offering expenses payable by us in our initial public offering and subsequent follow-on offerings on Nasdaq and our initial public offering on the Hong Kong Stock Exchange. Our operations have consumed substantial amounts of cash since inception. The net cash used in our operating activities was $~~159~~61.17 million and $~~183~~90.31 million in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~2024~~2025 and ~~2023~~2024, respectively. For information on our research and development activities and related expenditures, see the Research and Development Expenses, Selling, General, and Administrative Expenses, License and Collaboration Arrangements, and Results of Operations sections above. In addition, as of ~~September~~March 3031, ~~2024~~2025, we had commitments for capital expenditures of $83.68 million mainly for the purpose of commercial manufacturing development, ~~plant~~and facilities construction, and ~~installation~~improvement activities.

As of ~~September~~March 3031, ~~2024~~2025, we had cash and cash equivalents, current restricted cash, and short-term investments of $~~716~~857.13 million, which we expect will enable us to meet our cash requirements including the funding of operating expenses, capital expenditures, and debt obligations for at least the next 12 months.

Although we believe that we have sufficient capital to fund our operations for at least the next twelve months, we may, from time to time, identify opportunities to access capital through debt arrangements on favorable commercial terms. InAs ~~the~~of ~~nine~~March 31, ~~months~~2025, ~~ended~~we ~~September~~had 30such debt arrangements with Chinese financial institutions that allow certain of our subsidiaries to borrow up to approximately $240.2 million (or RMB1,721.7 ~~2024~~million) to support our working capital needs in mainland China. As of March 31, 2025, we ~~entered~~had ~~into~~short-term ~~four~~debt ~~such~~outstanding of $173.4 million (or RMB1,244.7 million) pursuant to these debt arrangements. These debt arrangements will provide us with ~~Chinese~~additional ~~financial~~capital capacity that gives us enhanced flexibility to execute on our corporate strategic goals. For more information, see Note 10.

institutions that allow certain of our subsidiaries to borrow up to approximately $198.9 million (or RMB1,421.7 million) to support our working capital needs in mainland China. As of September 30, 2024, we had short-term debt of approximately $113.0 million (or RMB791.8 million) pursuant to these debt arrangements. These debt arrangements will provide us with additional capital capacity that gives us enhanced flexibility to execute on our corporate strategic goals. For more information, see Note 10.

We may consider, or we may ultimately need, additional funding sources to bring to fruition our strategic objectives, and there can be no assurances that such funding will be made available to us on acceptable terms or at all.

The following table presents information regarding our cash flows ($ in thousands):

	Nine Months EndedSeptember 30,		Change
	Three Months EndedMarch 31,		Change
	2024	2023	$
	2025	2024	$
Net cash used in operating activities	(~~159~~61,~~100~~699)	(~~183~~90,~~261~~106)	2428,~~161~~407
Net cash used in investing activities	(27,439)	(25,233)	(2,206)
Net cash provided by investing activities	326,133	3,292	322,841
Net cash provided by (used in) financing activities	112,077	(6,826)	118,903
Net cash provided by financing activities	43,141	47,548	(4,407)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	~~402~~20	(~~3,355~~104)	~~3,757~~124
Net decrease in cash, cash equivalents and restricted cash	(74,060)	(218,675)	144,615
Net increase (decrease) in cash, cash equivalents and restricted cash	307,595	(39,370)	346,965

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $2428.24 million in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ primarily due to aan ~~decrease~~increase of $6322.82 million in net ~~loss,~~changes ~~partially~~in ~~offset~~operating byassets and liabilities, a decrease of $235.0 million in ~~adjustments to reconcile~~ net loss, ~~to net cash used in operating activities~~ and aan ~~decrease~~increase of $161.61 million in adjustments to reconcile net ~~changes~~loss into ~~operating~~net ~~assets~~cash ~~and~~used ~~liabilities~~in operating activities.

Net Cash ~~Used~~Provided inby Investing Activities

Net cash ~~used~~provided inby investing activities increased by $2322.28 million in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30~~2025, ~~2024,~~ primarily due to aan ~~decrease~~increase of $86313.17 million in proceeds from the maturity of short-term investments, anand ~~increase~~a decrease of $409.17 million from acquisition of intangible assets ~~due to payments for milestone fees~~, ~~a decrease of $10.0 million in proceeds from sale of intellectual property, and a decrease of $3.9 million in proceeds from land use right,~~ partially offset by aan ~~decrease~~increase of $~~134.~~0 ~~million in purchases of short-term investments, and a decrease of $3~~.96 million in purchases of property and equipment.

Net Cash Provided by ~~(Used in)~~ Financing Activities

Net cash provided by financing activities ~~was~~decreased by $~~112~~4.14 million in the ~~nine~~first ~~months~~quarter ~~ended September 30, 2024, compared to net cash used in financing activities~~ of ~~$6.8 million in the nine months ended September 30~~2025, ~~2023. This shift was~~ primarily due to $~~111~~60.09 million in repayment of short-term ~~debt~~bank ~~proceeds~~borrowings ~~net of related issuance costs as we entered into certain debt arrangements in the nine months ended September 30, 2024,~~ and ~~a decrease of~~ $80.79 million in ~~taxes~~payments ~~paid related to settlement~~ of ~~equity~~public ~~awards~~offering costs, partially offset by ~~a decrease of~~ $054.63 million increased in ~~proceeds~~short-term ~~from~~debt ~~exercises~~proceeds ~~of stock options~~ and an increase of $0.3.0 million in ~~repayment~~proceeds from exercises of ~~short-term~~stock ~~debt~~options.

Recently Issued Accounting Standards

For more information regarding recently issued accounting standards, see Part II – Item 8. Financial Statements and Supplementary Data – Recent Accounting Pronouncements in our ~~2023~~2024 Annual Report. ~~The Company has not adopted any new accounting standards in the nine months ended September 30, 2024.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk including foreign exchange risk, credit risk, and ~~credit~~interest rate risk.

Foreign Exchange Risk

Renminbi, or RMB, is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China (“PBOC”), controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The cash and cash equivalents of the Company included aggregated amounts of $4021.12 million and $2519.10 million, which were denominated in RMB, representing 73% and 34% of the cash and cash equivalents as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

While our financial statements are presented in U.S. dollars, our business mainly operates in mainland China with a significant portion of our transactions settled in RMB, and as such, we do not believe that we currently have significant direct foreign exchange risk and have not used derivative financial instruments to hedge our exposure to such risk. Although, in general, our exposure to foreign exchange risk should be limited, the value of your investment in our ADSs and ordinary shares will be affected by the exchange rate between the U.S. dollar and the RMB and between the HK dollar and the RMB, respectively, because the value of our business is effectively denominated in RMB, while ADSs and ordinary shares are traded in U.S. dollars and HK dollars, respectively.

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Greater China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the PBOC.

The value of our ADSs and our ordinary shares will be affected by the foreign exchange rates between U.S. dollars, HK dollars, and the RMB. For example, to the extent that we need to convert U.S. dollars or HK dollars into RMB for our operations or if any of our arrangements with other parties are denominated in U.S. dollars or HK dollars and need to be converted into RMB, appreciation of the RMB against the U.S. dollar or the HK dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars or HK dollars for the purpose of making payments for dividends on ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar or the HK dollar against the RMB would have a negative effect on the conversion amounts available to us.

Since 1983, the Hong Kong Monetary Authority (“HKMA”) has pegged the HK dollar to the U.S. dollar at the rate of approximately HK$7.80 to US$1.00. However, there is no assurance that the HK dollar will continue to be pegged to the U.S. dollar or that the HK dollar conversion rate will remain at HK$7.80 to US$1.00. If the HK dollar conversion rate against the U.S. dollar changes and the value of the HK dollar depreciates against the U.S. dollar, our assets denominated in HK dollars will be adversely affected. Additionally, if the HKMA were to repeg the HK dollar to, for example, the RMB rather than the U.S. dollar, or otherwise restrict the conversion of HK dollars into other currencies, then our assets denominated in HK dollars will be adversely affected.

Credit Risk

Financial instruments that are potentially subject to significant concentration of credit risk consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, and notes receivable.

The carrying amounts of cash and cash equivalents and short-term investments represent the maximum amount of losses due to credit risk. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had cash and cash equivalents of $~~616~~757.3 million and $449.7 million, respectively, restricted cash of $101.1 million and $~~790~~101.21 million, respectively, and short-term investments of nil and $16330.30 million, respectively. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, all of our cash and cash equivalents, restricted cash, and short-term investments were held by major financial institutions located in mainland China and international financial institutions outside of mainland China which we believe are of high credit quality and for which we monitor continued credit worthiness.

Accounts receivable are typically unsecured and are derived from product revenue ~~and collaborative arrangements~~. We manage credit risk related to our accounts receivable through ongoing monitoring of outstanding balances and limiting the amount of credit extended based upon payment history and credit worthiness. Historically, we have collected receivables from customers within the credit terms with no significant credit losses incurred. As of March 31, 2025, our two largest customers accounted for approximately 20% of our total accounts receivable collectively.

27Certain accounts receivable balances are settled in the form of notes receivable. As of March 31, 2025, such notes receivable included bank acceptance promissory notes that are non-interest bearing and due within six months. These notes receivable were used to collect the receivables based on an administrative convenience, given these notes are readily convertible to known amounts of cash. In accordance with the sales agreements, whether to use cash or bank acceptance promissory notes to settle the receivables is at our discretion, and this selection does not impact the agreed contractual purchase prices.

~~the~~Interest ~~amount~~Rate of credit extended based upon payment history and credit worthiness. Historically, we have collected receivables from customers within the credit terms with no significant credit losses incurred. As of September 30, 2024, our two largest customers accounted for approximately 22% of our total accounts receivable collectively. Risk

~~Certain~~We ~~accounts~~are ~~receivable~~exposed ~~balances~~to ~~are~~risks ~~settled~~related to changes in ~~the~~interest ~~form~~rates ofon ~~notes~~our ~~receivable.~~cash Asand ofcash ~~September 30~~equivalents, ~~2024~~restricted cash, ~~such~~and ~~notes~~short-term ~~receivable~~investments. ~~included~~As ~~bank~~of ~~acceptance~~March 31, ~~promissory~~2025 ~~notes~~and ~~that~~December 31, ~~are~~2024, ~~non-interest~~we ~~bearing~~had cash and ~~due~~cash ~~within~~equivalents ~~six~~of ~~months~~$757.3 ~~These~~million ~~notes~~and ~~receivable~~$449.7 ~~were~~million, ~~used~~respectively, torestricted ~~collect~~cash ~~the~~of ~~receivables~~$101.1 ~~based~~million onand an$101.1 ~~administrative~~million, ~~convenience~~respectively, ~~given~~and ~~these~~short-term ~~notes~~investments ~~are~~of ~~readily~~nil ~~convertible~~and to$330.0, ~~known~~respectively. ~~amounts~~Our ofinvestment ~~cash.~~portfolio, Inwhich ~~accordance~~relates ~~with~~to ~~the~~cash ~~sales~~equivalents ~~agreements~~and short-term investments, ~~whether~~primarily toconsists ~~use~~of ~~cash~~time ordeposits. ~~bank~~The ~~acceptance~~primary ~~promissory~~objectives ~~notes~~of toour ~~settle~~investment ~~the~~activities ~~receivables~~are isto atpreserve ~~our~~principal, ~~discretion~~provide liquidity, and ~~this~~maximize ~~selection~~income ~~does~~without ~~not~~significantly ~~impact~~increasing risk. Given the ~~agreed~~short‑term ~~contractual~~nature ~~purchase~~of ~~prices.~~our

deposits and investments, we believe that a sudden change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operation. For example, a hypothetical 10% relative change in interest rates during any of the periods presented would not have a material impact on future interest income.

We are also exposed to risks related to changes in interest rates on our short-term debt, which is currently subject to a mix of fixed and floating interest rates. As of March 31, 2025 and December 31, 2024, we had short-term debt of $173.4 million and $131.7 million, respectively. A 100-basis point increase in interest rates would not materially increase our interest expense. Our interest rate exposure from short-term debt is also offset by our exposure in cash and cash equivalents, restricted cash, and short-term investments, as discussed above. For more information on our short-term debt, see Note 10.

Item 4. Controls and Procedures

Management’s Evaluation of Our Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that the information required to be disclosed in the reports that we file or furnish under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. Based upon that evaluation, our management has concluded that, as of ~~September~~March 3031, ~~2024~~2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such item is defined in Rules 13a-15(f)) during the fiscal quarter ended ~~September~~March 3031, ~~2024~~2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2827

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We may be, from time to time, subject to claims and suits arising in the ordinary course of business. We are not currently a party to any material legal or administrative proceedings.

Item 1A. Risk Factors.

We are subject to risks and uncertainties that could, directly or indirectly, adversely affect our business, results of operations, financial condition, liquidity, cash flows, strategies, and/or prospects. There have been no material changes in our risk factors from those disclosed in the “Risk Factors” section of our ~~2023~~2024 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

~~During~~Other ~~the~~than ~~period~~as ~~covered~~described bybelow, ~~this~~during ~~report~~the first quarter of 2025, none of the Company’s directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

On ~~November~~March 113, ~~2024~~2025, ~~Professor~~Yajing ~~Kai-Xian~~ Chen, ~~informed~~ the Company’s ~~that~~Chief heFinancial ~~has~~Officer, ~~decided~~adopted toa ~~retire~~new ~~and~~written ~~plans~~Rule to10b5-1 ~~resign~~trading ~~from~~arrangement for the ~~Board~~sale of ~~Directors,~~up ~~effective~~to ~~December 31~~15,494 ~~2024~~ADSs. ~~There~~This ~~are~~Rule no10b5-1 ~~disagreements~~trading ~~between~~arrangement ~~Professor~~is ~~Chen~~scheduled ~~and~~to ~~the~~terminate ~~Company~~no ~~relating~~later tothan ~~the~~March ~~Company’s operations~~4, ~~policies, or practices that resulted in his decision to retire~~2026.

29On March 4, 2025, William Lis, one of the Company’s directors, amended his written Rule 10b5-1 trading arrangement adopted on November 20, 2024. Mr. Lis increased the number of shares to be sold pursuant to the plan by 2,125 ADSs. This Rule 10b5-1 trading arrangement is scheduled to terminate no later than June 1, 2026.

Item 6. Exhibits.

Exhibit Index

ExhibitNumber						Exhibit Title
10.1+						Unofficial English Translation of Maximum-Amount Irrevocable Letter of Guarantee, dated as of July 5, 2024, issued by Zai Lab Limited to China Merchants Bank Co., Ltd., Shanghai Branch (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No. 001-38205) filed on July 9, 2024)
10.1#						Form of Performance-Based Restricted Share Unit Award Agreement
10.2+						Unofficial English Translation of ~~Credit~~Guarantee ~~Agreement~~Contract, dated as of ~~July~~January 52, ~~2024~~2025, by and between Zai Lab ~~(Shanghai)~~Limited ~~Co., Ltd.~~ and ~~China~~Bank ~~Merchants~~of ~~Bank~~Communications Co., Ltd., Shanghai Zhangjiang Sub-Branch (incorporated by reference to Exhibit 10.21 to our Current Report on Form 8-K (File No. 001-38205) filed on ~~July~~January 93, ~~2024~~2025)
10.3+						Unofficial English Translation of Working Capital Loan Contract, dated as of January 2, 2025, by and between Zai Lab (Shanghai) Co., Ltd. and Bank of Communications Co., Ltd. Shanghai Zhangjiang Sub-Branch (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K (File No. 001-38205) filed on January 3, 2025)
31.1						Certification of Chief Executive Officer Required by Exchange Act Rule 13a-14(a)
31.2						Certification of Chief Financial Officer Required by Exchange Act Rule 13a-14(a)
32.1						Certification of Chief Executive Officer Required by 18 U.S.C. Section 1350
32.2						Certification of Chief Financial Officer Required by 18 U.S.C. Section 1350
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.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
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definitions Linkbase Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+# ~~Portions~~Management ofcontract ~~this~~or ~~exhibit~~compensatory ~~have~~plan, ~~been~~contract, ~~redacted~~or ~~pursuant~~arrangement. ~~to Item 601(b)(10)(iv) of Regulation S-K~~

30+ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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 thereunto duly authorized.

	ZAI LAB LIMITED
Dated: November 12, 2024	By:	/s/ Yajing Chen
Dated: May 8, 2025	By:	/s/ Yajing Chen
	Name:	Yajing Chen
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

3130

Filing Compare · Zai Lab Ltd