Form 8-K - Current report

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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): September 25, 2024

BEIGENE, LTD.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands

001-37686

98-1209416

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

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

Grand Cayman KY1-1108
Cayman Islands

(Address of Principal Executive Offices) (Zip Code)

[phone]

(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 13 Ordinary Shares, par value $0.0001 per share

BGNE

The NASDAQ Global Select Market

Ordinary Shares, par value $0.0001 per share*

06160

The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

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

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

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

The Board of Directors (the “Board”) of BeiGene, Ltd. (the “Company”) changed the size of the Board from 11 to 12 persons and appointed Shalini Sharp to the Board to fill the vacancy, effective September 27, 2024. Ms. Sharp will serve as a Class III director until the 2025 annual meeting of shareholders of the Company and until her successor is duly elected and qualified, subject to her earlier resignation or removal. Ms. Sharp was also appointed to serve as a member of the Audit Committee of the Board (the “Audit Committee”).

Ms. Sharp, aged 49, serves on the Board of Directors of Neurocrine Biosciences, Inc., a publicly traded biopharmaceutical company, as well as Organon & Co., a publicly traded healthcare company. Ms. Sharp served as Executive Vice President and Chief Financial Officer of Ultragenyx Pharmaceuticals Inc., a publicly traded biopharmaceutical company, from May 2012 to October 2020. Previously, from August 2003 to May 2012, she held positions of increasing responsibility at Agenus Inc., a publicly traded immune-oncology company, including as Chief Financial Officer, and also served as a member of its board of directors from May 2012 to June 2018. Earlier in her career, Ms. Sharp worked at Elan Pharmaceuticals, McKinsey & Company, and Goldman Sachs. Ms. Sharp previously served on the board of directors of Mirati Therapeutics, Inc., a publicly traded biopharmaceutical company from March 2021 until its acquisition in January 2024, Sutro Biopharma, Inc., a publicly traded biopharmaceutical company, from November 2018 to November 2023, the board of directors of Precision BioSciences, Inc., a publicly traded gene editing company, from December 2018 to June 2022, the board of directors of Panacea Acquisition Corp. from July 2020 until its acquisition of Nuvation Bio in January 2021, and the board of directors of Array Biopharma from April 2017 until its acquisition in June 2019. Ms. Sharp received a B.A. from Harvard College and an M.B.A. from Harvard Business School. The Company believes that Ms. Sharp’s significant management and leadership experience in the healthcare sector and deep financial expertise qualifies her to serve on, and contributes to the diversity of, the Board.

Ms. Sharp will receive the same indemnification as the Company’s other independent non-executive directors, as described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024. In accordance with the Company’s Amended Independent Director Compensation Policy (the “Policy”) and the Third Amended and Restated 2016 Share Option and Incentive Plan (as amended, the “2016 Plan”), the Company will grant Ms. Sharp equity awards valued at US$400,000, pro-rated in the first year of service. The share options will have an exercise price equal to the greater of (i) the fair market value of the Company’s ordinary shares on the date of grant and (ii) the average fair market value of the Company’s ordinary shares over the five trading days preceding the date of grant, in each case as determined in reference to the closing price of the Company’s American Depositary Shares (“ADSs”) on the Nasdaq Stock Market. Each ADS represents 13 ordinary shares. The share options and RSUs will vest in full on the earlier of the first anniversary of date of grant or the date of the next annual meeting of shareholders, and in full upon death, disability or the occurrence of specified events in connection with a change of control of the Company. Ms. Sharp will also receive annual cash compensation of US$65,000 for her service as a director on the Board and annual cash compensation of US$17,500 for her service as a member of the Audit Committee, each pro-rated in the first year of service, as well as reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and its committees. Additionally, Ms. Sharp will be entitled to future cash compensation and annual equity grants in accordance with the Policy and the 2016 Plan.

There are no arrangements or understandings between Ms. Sharp and any other person pursuant to which she was elected as a director, nor are there any transactions between Ms. Sharp and the Company that would be reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Ms. Sharp to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release titled “Global Oncology Innovator BeiGene Appoints Shalini Sharp to Board of Directors” issued by BeiGene, Ltd. on September 26, 2024
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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Exhibit Index

Exhibit No.						Description
99.1						Press release titled “Global Oncology Innovator BeiGene Appoints Shalini Sharp to Board of Directors” issued by BeiGene, Ltd. on September 26, 2024
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURE

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

BEIGENE, LTD.

Date: September 26, 2024

By:

/s/ Chan Lee

Name:

Chan Lee

Title:

Senior Vice President, General Counsel

Exhibit 99.1

Global Oncology Innovator BeiGene Appoints Shalini Sharp to Board of Directors

SAN MATEO, Calif. – (BUSINESS WIRE) – BeiGene, Ltd. (NASDAQ: BGNE; HKEX: 06160; SSE: 688235), a global oncology company, today announced the appointment of Shalini Sharp to its Board of Directors and as a member of the Board’s Audit Committee, effective September 27, 2024.

“We are fortunate to welcome Shalini to the Board of Directors at this pivotal moment of growth,” said John V. Oyler, Co-Founder, Chairman and CEO of BeiGene. “The Board is looking forward to collaborating with Shalini, whose extensive experience in leading innovative global pharmaceutical companies will be invaluable as we enter new markets, advance our pipeline of groundbreaking cancer therapies, and embark on a transformative growth phase. Her financial expertise and proven success in guiding global enterprises will be instrumental in driving our path to profitability while continuing to deliver impactful medicines to more patients worldwide.”

Ms. Sharp is a leading financial executive with extensive experience in the pharmaceutical and investment banking industries. She currently serves as a board member of Neurocrine Biosciences and Organon & Co. Previously, she served on the boards of Mirati Therapeutics, Sutro Biopharma, Precision Biosciences, Panacea Acquisition Corp., Array Biopharma, and Agenus Inc.

Ms. Sharp previously served as Chief Financial Officer and Executive Vice President at Ultragenyx, as well as Chief Financial Officer and Vice President at Agenus. She previously held positions at Elan Pharmaceuticals, McKinsey & Company, and Goldman Sachs.

“I am honored to join BeiGene’s Board of Directors at a time of rapid global growth for the Company,” said Ms. Sharp. “BeiGene’s commitment to innovation and differentiated mission to lower barriers to access around the world resonate deeply with me, and I’m excited to work with the Board to impact even more patients’ lives.”

Ms. Sharp holds a B.A. and an MBA from Harvard University.

The full Board of Directors list is available on the BeiGene website at https://www.beigene.com/our-company-and-people/leadership-and-board/#CorporateLeaders.

About BeiGene

BeiGene is a global oncology company that is discovering and developing innovative treatments that are more affordable and accessible to cancer patients worldwide. With a broad portfolio, we are expediting development of our diverse pipeline of novel therapeutics through our internal capabilities and collaborations. We are committed to radically improving access to medicines for far more patients who need them. Our growing global team of more than 10,000 colleagues spans five continents. To learn more about BeiGene, please visit www.beigene.com and follow us on LinkedIn, X (formerly known as Twitter), Facebook and Instagram.

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Exhibit 99.1

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding the expected contributions of the new board member, BeiGene’s ability to advance its pipeline and progress towards transformative growth and sustainable profitability and BeiGene’s plans, commitments, aspirations, and goals under the caption “About BeiGene”. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene’s ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; BeiGene’s ability to achieve commercial success for its marketed medicines and drug candidates, if approved; BeiGene’s ability to obtain and maintain protection of intellectual property for its medicines and technology; BeiGene’s reliance on third parties to conduct drug development, manufacturing, commercialization, and other services; BeiGene’s limited experience in obtaining regulatory approvals and commercializing pharmaceutical products; BeiGene’s ability to obtain additional funding for operations and to complete the development of its drug candidates and achieve and maintain profitability; and those risks more fully discussed in the section entitled “Risk Factors” in BeiGene’s most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in BeiGene’s subsequent filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this press release, and BeiGene undertakes no duty to update such information unless required by law.

Investor Contact						Media Contact
Liza Heapes						Kyle Blankenship
[phone]						[phone]
[e-mail]						[e-mail]

Cover	Sep. 25, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 25, 2024
Entity Registrant Name	BEIGENE, LTD.
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	94 Solaris Avenue, Camana Bay
Entity Address, City or Town	Grand Cayman
Entity Address, Postal Zip Code	KY1-1108
Entity Address, Country	KY
Written Communications	false
Soliciting Material	false
City Area Code	(345)
Local Phone Number	949-4123
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share
Trading Symbol	BGNE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001651308
Amendment Flag	false
Entity Tax Identification Number	98-1209416
Entity File Number	001-37686

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