UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 31, 2023
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ZAI LAB LIMITED
(Exact name of registrant as specified in its charter)
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| Cayman Islands | 001-38205 | 98-1144595 |
(State or other jurisdiction of
incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | | | |
4560 Jinke Road Bldg. 1, Fourth Floor, Pudong Shanghai, China | 201210 |
314 Main Street
4th Floor, Suite 100
Cambridge, MA, USA | 02142 |
| (Address of principal executive offices) | (Zip Code) |
+86 21 6163 2588
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 8.01 Other Events.
On March 31, 2023, trading in the shares of the Company on The Stock Exchange of Hong Kong Limited was suspended from 9:06 a.m. on March 31, 2023 pending the publication of the Company’s annual results for the year ended December 31, 2022 (the “Annual Results”), which were due to be published on March 31, 2023. The Annual Results were published at 12:38 p.m. on March 31, 2023 and the suspension of trading ended at 1:00 p.m. For clarity, the financial information contained in the Annual Results are consistent with the financial information contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 1, 2023 and the temporary suspension did not arise due to the conduct of the Company’s business operations or the substance of the Annual Results that were published.
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| Exhibit No. | | Description |
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| 104 | | The cover page of this Current Report on Form 8-K is formatted in Inline XBRL |
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.
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| | ZAI LAB LIMITED |
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| By: | /x/ F. Ty Edmondson |
| | F. Ty Edmondson |
| | Chief Legal Officer & Corporate Secretary |
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| Date: March 31, 2023 | | |
