As filed with the Securities and Exchange Commission on August 9, 2021
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)
| | |
| Cayman Islands | | 98-1144595 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S Employer Identification No.) |
| | |
4560 Jinke Road
Bldg. 1, 4F, Pudong, Shanghai, China | | 201210 |
| (Address of Principal Executive Offices) | | (Zip Code) |
2017 Equity Incentive Plan
(Full title of the plan)
F. Ty Edmondson
314 Main Street, 4th Floor
Cambridge, MA 02142
Telephone: +1 (786) 250-1886
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Thomas J. Danielski
Ropes & Gray
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Telephone: (617) 951-7000
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of each class of securities
to be registered | | Amount
to be
registered(2) | | Proposed
maximum
offering price
per share | | Proposed
maximum
aggregate offering price | | Amount of
registration fee |
Ordinary Shares, $0.00006 par value per share(1) | | 3,520,966 shares(3) | | $146.62(4) | | $516,244,034.92 | | $56,322.23 |
|
|
| (1) | 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). |
| (2) | 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. |
| (3) | Represents 3,520,966 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). |
| (4) | 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 August 4, 2021, a date that is within five business days prior to the date on which this Registration Statement is being filed, to be $149.43 and $143.81, respectively. |
