UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 18~~August 7, 2025

________________________

ZAI LAB LIMITED

(Exact name of registrant as specified in its charter)

________________________


Cayman Islands	001-38205	98-1144595
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4560 Jinke RoadBldg. 1, Fourth Floor, PudongShanghai, China			201210
899 Halei RoadBuilding B, PudongShanghai, China			201203
314 Main Street4th Floor, Suite 100Cambridge, MA, USA			02142
(Address of principal executive offices)			(Zip Code)

+86 21 6163 2588

+1 857 706 2604

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

________________________

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


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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

American Depositary Shares, each representing 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 2.~~07 Submission~~02 Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June 18~~August 7, 2025, Zai Lab Limited ~~(the~~issued ~~“Company”)~~a ~~held~~press ~~its~~release ~~2025~~announcing ~~Annual~~its ~~General~~financial ~~Meeting~~results offor ~~Shareholders (~~the ~~“Annual~~second ~~Meeting”).~~quarter ~~Holders~~ of a2025. ~~total~~A ofcopy ~~794,508,200 ordinary shares~~ of the ~~Company,~~press ~~constituting~~release ~~more~~is ~~than~~furnished ~~one-tenth of all voting share capital of the Company in issue~~ as ofExhibit ~~the~~99.1 ~~record~~to ~~date~~this ofreport ~~April~~and ~~17,~~is ~~2025,~~incorporated ~~were~~herein ~~present in person (either physically or~~ by ~~virtual attendance) or by proxy at the Annual Meeting~~reference.

The ~~matters~~information ~~set~~contained ~~forth~~in ~~below~~this ~~were~~report, including ~~voted~~Exhibit ~~on by the Company’s shareholders at the Annual Meeting~~99.1 ~~Detailed~~attached ~~descriptions~~hereto, ofis ~~each~~being ~~proposal~~furnished and ~~the~~shall ~~applicable~~not ~~voting~~be ~~procedures~~deemed ~~are~~“filed” ~~contained~~for inpurposes ~~the~~of ~~Company’s~~Section 18 ~~proxy~~of ~~statement filed with~~ the ~~U.S.~~ Securities ~~and~~ Exchange ~~Commission~~Act ~~(the~~of ~~“SEC”) on April 29~~1934, ~~2025~~as amended (the “~~Proxy~~Exchange ~~Statement~~Act”)., ~~Proposals~~and 1shall tonot 11be ~~and~~deemed 13incorporated toby 14reference in ~~the~~any ~~notice~~filing ofunder the ~~Annual~~Securities ~~Meeting~~Act ~~were approved at the Annual Meeting. For Proposal 12, the Company’s shareholders voted on an advisory basis on the compensation~~ of ~~the named executive officers~~1933, as ~~disclosed~~amended, inor the ~~Proxy~~Exchange ~~Statement.~~Act, ~~The~~except ~~final~~as ~~voting~~expressly ~~results~~set ~~for~~forth ~~each~~by ~~matter~~specific ~~submitted~~reference toin asuch ~~vote of shareholders at the Annual Meeting are as follows:~~ filing.

~~Proposal~~Item 9.01 1:Financial Statements and Exhibits.

~~An ordinary resolution to re-elect Samantha~~ (~~Ying~~d) ~~Du to serve as a director until the 2026 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal.~~Exhibits

For	Against	Abstentions	Broker Non-Votes
Exhibit No.	Description
785,376,558	9,001,252	130,390	-
99.1	Press Release issued by Zai Lab Limited on August 7, 2025
104	The cover page of this report is formatted in Inline XBRL

Accordingly, Proposal 1 was carried as an ordinary resolution.

Proposal 2:

An ordinary resolution to re-elect John D. Diekman to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
786,606,341						7,456,889						444,970						-

Accordingly, Proposal 2 was carried as an ordinary resolution.

Proposal 3:

An ordinary resolution to re-elect Richard Gaynor to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
794,017,410						26,530						464,260						-

Accordingly, Proposal 3 was carried as an ordinary resolution.

Proposal 4:

An ordinary resolution to re-elect Nisa Leung to serve as a director until the 2026 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
788,445,119						5,615,401						447,680						-

Accordingly, Proposal 4 was carried as an ordinary resolution.

Proposal 5:

An ordinary resolution to re-elect William Lis to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
788,422,019						5,641,211						444,970						-

Accordingly, Proposal 5 was carried as an ordinary resolution.

Proposal 6:

An ordinary resolution to re-elect Scott Morrison to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
692,453,641						101,610,609						443,950						-

Accordingly, Proposal 6 was carried as an ordinary resolution.

Proposal 7:

An ordinary resolution to re-elect Leon O. Moulder Jr. to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
677,174,715						116,889,535						443,950						-

Accordingly, Proposal 7 was carried as an ordinary resolution.

Proposal 8:

An ordinary resolution to re-elect Michel Vounatsos to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
794,037,880						26,370						443,950						-

Accordingly, Proposal 8 was carried as an ordinary resolution.

Proposal 9:

An ordinary resolution to re-elect Peter Wirth to serve as a director until the 2026 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

For						Against						Abstentions						Broker Non-Votes
779,962,984						14,101,266						443,950						-

Accordingly, Proposal 9 was carried as an ordinary resolution.

Proposal 10:

An ordinary resolution to approve the appointment of KPMG LLP and KPMG as the Company’s independent registered public accounting firms and auditors to audit our consolidated financial statements to be filed with the SEC and the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the year ending December 31, 2025, respectively.

For						Against						Abstentions						Broker Non-Votes
794,030,890						130,820						346,490						-

Accordingly, Proposal 10 was carried as an ordinary resolution.

Proposal 11:

An ordinary resolution to authorize the board of directors of the Company (the “Board of Directors”) to fix auditor compensation for 2025.

For						Against						Abstentions						Broker Non-Votes
794,064,600						72,520						371,080						-

Accordingly, Proposal 11 was carried as an ordinary resolution.

Proposal 12:

An ordinary resolution to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.

For						Against						Abstentions						Broker Non-Votes
636,374,843						150,223,583						7,909,774						-

Accordingly, the Company’s shareholders voted for an advisory vote on the compensation of the named executive officers, as disclosed in the Proxy Statement. Proposal 12 was carried as an ordinary resolution.

Proposal 13:

An ordinary resolution to approve a general mandate to the Board of Directors to allot and issue ordinary shares and/or ADSs and/or resell treasury shares of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders.

For						Against						Abstentions						Broker Non-Votes
793,307,800						837,520						362,880						-

Accordingly, Proposal 13 was carried as an ordinary resolution.

Proposal 14:

An ordinary resolution to approve a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2026 annual general meeting of shareholders.

For						Against						Abstentions						Broker Non-Votes
794,089,602						55,748						362,850						-

Accordingly, Proposal 14 was carried as an ordinary resolution.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ZAI LAB LIMITED
	By:	/s/ F.Yajing ~~Ty Edmondson~~Chen
	Name:	F. Ty Edmondson
		Yajing Chen
	Title:	Chief Legal Officer and Corporate Secretary
		Chief Financial Officer
Date: June 18, 2025
Date: August 7, 2025

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