As filed with the Securities and Exchange Commission on June 17, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Zai Lab Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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98-1144595 |
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(State or other jurisdiction |
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(I.R.S Employer Identification No.)
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4560 Jinke Road |
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201210 |
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Equity Incentive Plan
(Full title of the plan)
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221 0102
(Name, address, and telephone number, including area code, of agent for service)
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Copies to: |
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Thomas J. Danielski
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Samantha Du |
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.
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Large Accelerated filer |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of securities |
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Amount to |
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Proposed |
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Proposed |
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Amount of |
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Ordinary Shares, $0.00006 par value per share(1) |
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7,091,492 shares(3) |
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$70.21(4) |
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$497,893,653.32 |
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$64,626.60 |
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(1)
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These shares may be represented by the Registrant’s American depositary shares (“ADS”). The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-220256).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional Ordinary Shares as may issued to prevent dilution from stock splits, stock dividends and similar transactions.
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(3)
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Represents 7,091,492 Ordinary Shares that were automatically added to the shares authorized for issuance under the registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to an “evergreen” provision contained in the 2017 Plan. The “evergreen” provision provides that on each January 1st from January 1, 2018 through January 1, 2027, the number of Ordinary Shares available for issuance under the 2017 Plan will automatically increase annually in an amount equal to the lesser of 4% of outstanding shares of the registrant’s Ordinary Shares as of the close of business on the immediately preceding December 31st or the number of shares determined by the registrant’s board of directors. These shares may be represented by the Registrant’s ADS. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-220256). |
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(4)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average high and low prices of the registrant’s ADSs as reported by the NASDAQ Global Market on June 11, 2020, a date that is within five business days prior to the date on which this Registration Statement is being filed, to be $67.96 and $72.46, respectively. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 7,091,492 shares under the Registrant’s 2017 Equity Incentive Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-221616) filed with the Securities and Exchange Commission on November 16, 2017.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this registration statement (See Exhibit Index below).
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, on June 17, 2020.
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ZAI LAB LIMITED |
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By: |
/s/ Samantha Du |
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Name: Samantha Du |
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Title: Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samantha Du and William Ki Chul Cho, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Date |
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/s/ Samantha Du Samantha Du |
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Chief Executive Officer, Chairman of the Board of Directors (Principal Executive Officer) |
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June 17, 2020 |
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/s/ William Ki Chul Cho William Ki Chul Cho |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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June 17, 2020 |
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/s/ Kai-Xian Chen Kai-Xian Chen |
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Director |
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June 17, 2020 |
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/s/ John Diekman John Diekman |
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Director |
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June 17, 2020 |
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/s/ Tao Fu Tao Fu |
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Director |
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June 17, 2020 |
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/s/ Nisa Leung Nisa Leung |
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Director |
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June 17, 2020 |
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/s/ William Lis William Lis |
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Director |
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June 17, 2020 |
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/s/ Peter Wirth Peter Wirth |
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Director |
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June 17, 2020 |
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/s/ Leon O. Moulder, Jr. Leon O. Moulder, Jr. |
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Director |
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June 17, 2020 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Zai Lab Limited, has signed this registration statement or amendment thereto in New York, NY on June 17, 2020.
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Cogency Global Inc.
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(Authorized U.S. Representative)
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By: |
/s/ Colleen A De Vries |
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Name: Colleen A De Vries |
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Title: Senior Vice-President on behalf of Cogency Global Inc. |
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Exhibit |
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Description |
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3.1
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4.1
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4.2
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4.3
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5.1* |
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Opinion of Travers Thorp Alberga regarding the validity of the ordinary shares being registered. |
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10.1+
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23.1*
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23.2* |
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24.1*
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_________________
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Indicates management contract or compensatory plan, contract or arrangement. |
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Filed herewith. |
Exhibit 5.1
Office:+852 2801 6066
Zai Lab Limited
4560 Jinke Road
Bldg. 1, 4F, Pudong, Shanghai,
People’s Republic of China
17 June 2020
Dear Sirs
Zai Lab Limited
We have examined the Registration Statement on Form S-8 to be filed by Zai Lab Limited, a Cayman Islands exempted company incorporated with limited liability (the “Registrant”), with the Securities and Exchange Commission (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of an amount of ordinary shares of the Registrant (the “Shares”) for issuance pursuant to the Zai Lab Limited 2017 Equity Incentive Plan (the “Plan”).
As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorizing the issue.
It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.
Yours faithfully
/s/Travers Thorp Alberga
TRAVERS THORP ALBERGA
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 29, 2020, relating to the financial statements of Zai Lab Limited and the effectiveness of Zai Lab Limited’s internal control over financial reporting, appearing in the Annual Report on Form 20-F for the year ended December 31, 2019.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
June 17, 2020