| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 7
)*
|
BeyondSpring Inc. (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G10830100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G10830100 |
| 1 | Names of Reporting Persons Ever Regal Group Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Based on 40,300,350 ordinary shares, par value $0.0001 per share ("Ordinary Shares") of BeyondSpring Inc. (the "Issuer") outstanding as of June 30, 2024, as reported in the Issuer's latest interim report on Form 6-K.
SCHEDULE 13G |
| CUSIP No. | G10830100 |
| 1 | Names of Reporting Persons Fairy Eagle Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Based on 40,300,350 Ordinary Shares outstanding as of June 30, 2024, as reported in the Issuer's latest interim report on Form 6-K.
SCHEDULE 13G |
| CUSIP No. | G10830100 |
| 1 | Names of Reporting Persons Rosy Time Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Based on 40,300,350 Ordinary Shares outstanding as of June 30, 2024, as reported in the Issuer's latest interim report on Form 6-K.
SCHEDULE 13G |
| CUSIP No. | G10830100 |
| 1 | Names of Reporting Persons Lan Huang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,048,488.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 15.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Consists of (i) 2 Ordinary Shares directly held by Ever Regal Group Limited; (ii) 1 Ordinary Shares directly held by Fairy Eagle Investments Limited; (iii) 1 Ordinary Shares directly held by Rosy Time Holdings Limited, (iv) 323,702 Ordinary Shares directly held by the Lan Huang 2022 Grantor Retained Annuity Trust, (v) 413,636 Ordinary Shares directly held by the 2024 SPIRIT GRAT, (vi) 494,462 Ordinary Shares held by the Sincere Efforts Foundation Inc., a charitable foundation of which Dr. Huang serves on the board; (vii) 3,031,684 Ordinary Shares directly held by three irrevocable trusts for the benefit of Dr. Huang's children, over which Dr. Huang has been granted proxy to vote; and (viii) 1,785,000 Ordinary Shares directly held by certain unaffiliated third-parties, over which Mr. Jia has been granted proxy to vote.
(2) Based on 40,300,350 Ordinary Shares outstanding as of June 30, 2024, as reported in the Issuer's latest interim report on Form 6-K.
SCHEDULE 13G |
| CUSIP No. | G10830100 |
| 1 | Names of Reporting Persons Linqing Jia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,048,488.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 15.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Consists of (i) 2 Ordinary Shares directly held by Ever Regal Group Limited; (ii) 1 Ordinary Shares directly held by Fairy Eagle Investments Limited; (iii) 1 Ordinary Shares directly held by Rosy Time Holdings Limited, (iv) 323,702 Ordinary Shares directly held by the Lan Huang 2022 Grantor Retained Annuity Trust, (v) 413,636 Ordinary Shares directly held by the 2024 SPIRIT GRAT, (vi) 494,462 Ordinary Shares held by the Sincere Efforts Foundation Inc., a charitable foundation of which Dr. Huang serves on the board; (ix) 3,031,684 Ordinary Shares directly held by three irrevocable trusts for the benefit of Dr. Huang's children, over which Dr. Huang has been granted proxy to vote; and (x) 1,785,000 Ordinary Shares directly held by certain unaffiliated third-parties, over which Mr. Jia has been granted proxy to vote.
(2) Based on 40,300,350 Ordinary Shares outstanding as of June 30, 2024, as reported in the Issuer's latest interim report on Form 6-K.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: BeyondSpring Inc. | |
| (b) | Address of issuer's principal executive
offices: 100 Campus Drive, West Side, 4th Floor, Suite 410, Florham Park, New Jersey, 07932 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G/A is filed jointly by each of the following persons (each a "Reporting Person" and, collectively, as the "Reporting Persons") pursuant to a joint filing agreement entered into by the Reporting Persons in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a copy of which was filed with the Schedule 13G filed by the Reporting Persons on February 14, 2018, as Exhibit 1 and is incorporated herein by reference: | |
| (b) | Address or principal business office or, if
none, residence: The principal business address for each of the Reporting Persons is c/o BeyondSpring Inc., 100 Campus Drive, West Side, 4th Floor, Suite 410, Florham Park, New Jersey 07932. | |
| (c) | Citizenship: 1. Ever Regal Group Limited, a limited liability company organized under the laws of the British Virgin Islands ("Ever Regal");
2. Fairy Eagle Investments Limited, a limited liability company organized under the laws of the British Virgin Islands ("Fairy Eagle");
3. Rosy Time Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands ("Rosy Time");
4. Lan Huang, a U.S. citizen ("Dr. Huang"); and
5. Linqing Jia, a Chinese citizen ("Mr. Jia").
Dr. Huang is the Co-founder, Chairman and Chief Executive Officer of the Issuer. Dr. Huang's spouse, Mr. Jia, is the Co-founder of the Issuer. | |
| (d) | Title of class of securities: Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.: G10830100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Ever Regal: Amount beneficially owned: 2
Fairy Eagle: Amount beneficially owned: 1
Rosy Time: Amount beneficially owned: 1
Dr. Huang: Amount beneficially owned: 6,048,488
Mr. Jia: Amount beneficially owned: 6,048,488 | |
| (b) | Percent of class: Ever Regal: 0.00%
Fairy Eagle: 0.00%
Rosy Time: 0.00%
Dr. Huang: 15.01%
Mr. Jia: 15.01% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Ever Regal: 0
Fairy Eagle: 0
Rosy Time: 0
Dr. Huang: 0
Mr. Jia: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Ever Regal: 2
Fairy Eagle: 1
Rosy Time: 1
Dr. Huang: 6,048,488
Mr. Jia: 6,048,488 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Ever Regal: 0
Fairy Eagle: 0
Rosy Time: 0
Dr. Huang: 0
Mr. Jia: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Ever Regal: 2
Fairy Eagle: 1
Rosy Time: 1
Dr. Huang: 1,231,804
Mr. Jia: 1,231,804
Dr. Huang is the sole owner of Ever Regal and, as such, has the ability to direct the management of the business of Ever Regal, including the power to direct decisions regarding the vote and disposition of securities held by Ever Regal_ therefore, Dr. Huang may be deemed to have indirect beneficial ownership of the Ordinary Shares directly owned by Ever Regal. Dr. Huang is also the sole trustee of the Lan Huang 2022 Grantor Retained Annuity Trust and the 2024 SPIRIT GRAT, and a member of the board of directors of Sincere Efforts Foundation Inc. ("Sincere Efforts"). Dr. Huang disclaims beneficial ownership of the Ordinary Shares held by Sincere Efforts, and nothing herein shall be construed as an admission that Dr. Huang is the beneficial owner of such Ordinary Shares.
Mr. Jia is the sole owner of each of Fairy Eagle and Rosy Time and, as such, has the ability to direct the management of the business of each of Fairy Eagle and Rosy Time, including the power to direct decisions regarding the vote and disposition of securities held by each of Fairy Eagle and Rosy Time_ therefore, Mr. Jia may be deemed to have indirect beneficial ownership of the Ordinary Shares directly owned by each of Fairy Eagle and Rosy Time.
On August 1, 2024, each of Rosy Time, Fairy Eagle and Mr. Jia transferred to certain unaffiliated third-party transferee 99,999, 174,999 and 137,037 Ordinary Shares, respectively. The transferee granted Mr. Jia proxy to vote such Ordinary Shares. On December 23, 2024, certain unaffiliated third-party transferees, including the transferee mentioned above, canceled the proxy previously granted to Mr. Jia with respect to 4,162,035 Ordinary Shares, including the 412,035 Ordinary Shares described above. As a result, Mr. Jia ceased to be the beneficial owner of such shares.
On September 19, 2024, Ever Regal transferred 1,231,684 Ordinary Shares to two irrevocable trusts (the "Trusts") for the benefit of Dr. Huang's children. The trustee of the Trusts granted Dr. Huang voting power over such Ordinary Shares.
The percentages used in this Schedule 13G/A are calculated based upon the Issuer's 40,300,350 issued and outstanding Ordinary Shares as of June 30, 2024, as reported by the Issuer in its Form 6-K filed with the U.S. Securities and Exchange Commission on August 29, 2024.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G/A shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G/A except to the extent of such person's pecuniary interest in the Ordinary Shares, and, except to the extent of its, her or his pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 1
Joint Filing Agreement, dated as of February 14, 2018, by and among Ever Regal Group Limited, Fairy Eagle Investments Limited, Rosy Time Holdings Limited, Lan Huang and Linqing Jia, as required by Rule 13d-1(k)(1) under the Exchange Act (incorporated herein by reference to Exhibit 1 of the Schedule 13G filed by the Reporting Persons on February 14, 2018).
https://www.sec.gov/Archives/edgar/data/1677940/000114036118007856/ex1.htm |