Financial Statements for the Second Quarter Ended June 30, 2020
A copy of the financial statements of ASLAN Pharmaceuticals Limited (the “Company”) for the second quarter ended June 30, 2020 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Amended and Restated Memorandum and Articles of Association
On September 4, 2020, the Company adopted its Ninth Amended and Restated Memorandum and Articles of Association (the “Ninth Restated Articles”). The Ninth Restated Articles, among other things, redenominated the Company’s authorized share capital to $165,000,000 divided into 500,000,000 ordinary shares or a nominal or par value of $0.33, and updated and amended various requirements and rights of the Company’s directors and shareholders in connection with the Company’s delisting from the Taiwan Exchange (“TPEx”). Conditional upon an order of the Grand Court of the Cayman Islands, the Company will subsequently reduce the nominal or par value of each ordinary share from $0.33 per share to $0.01 (the “Capital Reduction”). In connection with the Capital Reduction the Company will replace the Ninth Restated Articles in their entirety with the Tenth Amended and Restated Memorandum and Articles of Association (the “Tenth Restated Articles”), which will be identical to the Ninth Restated Articles, except that the authorized share capital set out therein will reflect the Capital Reduction. An updated description of the Company’s share capital is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The descriptions of the Ninth Restated Articles and Tenth Restated Articles do not purport to be complete and are qualified in their entirety by reference to the Ninth Restated Articles and Tenth Restated Articles, copies of which are attached hereto as Exhibits 1.1 and 1.2, respectively, and are incorporated by reference herein.
Amended and Restated Deposit Agreement
On September 8, 2020, the Company entered into an Amended and Restated Deposit Agreement (the “Restated Deposit Agreement”) with JPMorgan Chase Bank, N.A. as depositary. The Restated Deposit Agreement, among other things, reflects the redenominated share capital of the Company, as well as updated and amended various requirements and rights of the depositary and holders and beneficial owners of the Company’s American Depositary Shares (“ADSs”) in connection with the Company’s delisting from the TPEx. An updated description of the Company’s ADSs is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
The description of the Restated Deposit Agreement does not purport to be complete and is qualified in its entirety by reference to the Restated Deposit Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
Risk Factor Updates
The Company is filing certain information for the purpose of updating the Company’s risk factors related to the Company’s ADSs contained in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). A copy of the updated disclosure is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
ATM Sales Agreement
On October 9, 2020, the Company entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC to issue and sell ADSs, with each ADS representing five ordinary shares of the Company, from time to time, through an at-the-market offering under which Jefferies LLC will act as sales agent and/or principal (the “Agent”).
Subject to the terms and conditions of the Sale Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal sales and trading practices to place the ADSs with respect to which the Agent has agreed to act as sales agent, subject to, and in accordance with the information specified in a written notice from the Company, unless the sale of the ADSs described therein has been suspended, cancelled or otherwise terminated. The sales, if any, under the Sale Agreement will be made (i) in negotiated transactions with the consent of the Company or (ii) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including block transactions, sales made directly on The Nasdaq Global Market or any other existing trading market of the ADSs. The Sale Agreement provides that the commission payable to the Agent for sales of ADSs with respect to which the Agent acts as sales agent shall be equal to 3.0% of the gross proceeds of ADSs sold pursuant to the Sale Agreement, or as otherwise agreed between the Company and the Agent.
