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Cayman Islands
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Not Applicable
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(State or other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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Yili Kevin Xie
Chief Financial Officer Building 12, Block B, Phase II Biobay Industrial Park 218 Sangtian St. Suzhou Industrial Park, 215123 People’s Republic of China +86 512-6262-6701 |
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Will H. Cai, Esq.
Jie Zhang, Esq. Reid S. Hooper, Esq. Cooley LLP c/o Suites 3501-3505, 35/F Two Exchange Square 8 Connaught Place Central, Hong Kong +852 3758-1200 |
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Page
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| | | | 67 | | |
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For the years ended December 31,
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2020
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2021
|
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2022
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RMB
|
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RMB
|
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RMB
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US$
|
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(in thousands)
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Fees paid for services to the VIE and its subsidiaries
|
| | | | 16,906 | | | | | | 16,226 | | | | | | 26,415 | | | | | | 3,830 | | |
|
Hypothetical pre-tax earnings in the VIE(1)
|
| | | | 100% | | |
|
Tax on earnings at statutory rate of 25% at WFOE level
|
| | | | (25)% | | |
|
Amount to be distributed as dividend from WFOE to Gracell HK(2)
|
| | | | 75% | | |
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Withholding tax at tax treaty rate of 5%
|
| | | | (3.75)% | | |
|
Amount to be distributed as dividend at Gracell HK level and net distribution to Gracell Cayman(3)
|
| | | | 71.25% | | |
| | |
As of June 30, 2023
(US$ in thousands, except share and per share amounts) |
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| | |
Actual
|
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As Adjusted
|
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Cash and cash equivalents
|
| | | | 163,340 | | | | | | 256,542 | | |
Long-term borrowings
|
| | | | 5,510 | | | | | | 5,510 | | |
Equity: | | | | | | | | | | | | | |
Ordinary shares
|
| | | | 31 | | | | | | 45 | | |
Additional paid-in capital
|
| | | | 405,768 | | | | | | 498,956 | | |
Accumulated other comprehensive income
|
| | | | 16,285 | | | | | | 16,285 | | |
Accumulated deficit
|
| | | | (265,324) | | | | | | (265,324) | | |
Total shareholders’ equity
|
| | | | 156,760 | | | | | | 249,962 | | |
Total capitalization
|
| | | | 162,270 | | | | | | 255,472 | | |
| | |
Shares Beneficially
Owned Prior to Offering(1) |
| |
Number of
Shares Being Offered |
| |
Shares
Beneficially Owned After Offering(2) |
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Name of Selling Shareholder
|
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Number
|
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Percent
|
| |
Number
|
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Percent
|
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RA CAPITAL HEALTHCARE FUND,
L.P.(3) |
| | | | 48,600,300 | | | | | | 9.99% | | | | | | 48,600,300 | | | | | | — | | | | | | — | | |
Vivo Opportunity Fund Holdings, L.P.(4)
|
| | | | 25,900,025 | | | | | | 5.3% | | | | | | 25,900,025 | | | | | | — | | | | | | — | | |
Vivo Asia Opportunity Fund Holdings, L.P.(5)
|
| | | | 22,694,485 | | | | | | 4.7% | | | | | | 7,953,700 | | | | | | 14,740,785 | | | | | | 3.1% | | |
Vivo Opportunity Co-Invest, L.P.(6)
|
| | | | 12,252,005 | | | | | | 2.5% | | | | | | 12,252,005 | | | | | | — | | | | | | — | | |
TCG Crossover Fund I, LP(7)
|
| | | | 20,095,485 | | | | | | 4.1% | | | | | | 20,095,485 | | | | | | — | | | | | | — | | |
Baker Bros. Advisors LP(8)
|
| | | | 18,754,570 | | | | | | 3.9% | | | | | | 13,754,570 | | | | | | 5,000,000 | | | | | | 1.0% | | |
JANUS HENDERSON BIOTECH INNOVATION MASTER FUND LIMITED(9)
|
| | | | 11,109,460 | | | | | | 2.3% | | | | | | 11,109,460 | | | | |
|
—
|
| | | |
|
—
|
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Pivotal bioVenture Partners Fund II, L.P.(10)
|
| | | | 9,092,565 | | | | | | 1.9% | | | | | | 9,092,565 | | | | |
|
—
|
| | | |
|
—
|
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Sio Partners LP(11)
|
| | | | 3,140,085 | | | | | | * | | | | | | 2,023,510 | | | | | | 1,116,575 | | | | | | * | | |
Sio Partners Offshore LTD(12)
|
| | | | 2,073,080 | | | | | | * | | | | | | 1,349,005 | | | | | | 724,075 | | | | | | * | | |
Compass MAV LLC(13)
|
| | | | 2,017,585 | | | | | | * | | | | | | 1,349,005 | | | | | | 668,580 | | | | | | * | | |
Compass Offshore MAV Limited(14)
|
| | | | 1,309,030 | | | | | | * | | | | | | 899,340 | | | | | | 409,690 | | | | | | * | | |
Adage Capital Partners, L.P.(15)
|
| | | | 5,620,860 | | | | | | 1.2% | | | | | | 5,620,860 | | | | | | — | | | | | | — | | |
Logos Opportunities Fund IV LP(16)
|
| | | | 3,673,765 | | | | | | * | | | | | | 3,673,765 | | | | | | — | | | | | | — | | |
HUDSON BAY MASTER FUND LTD.(17)
|
| | | | 2,645,110 | | | | | | * | | | | | | 2,645,110 | | | | | | — | | | | | | — | | |
| | |
Shares Beneficially
Owned Prior to Offering(1) |
| |
Number of
Shares Being Offered |
| |
Shares
Beneficially Owned After Offering(2) |
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Name of Selling Shareholder
|
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Number
|
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Percent
|
| |
Number
|
| |
Percent
|
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SPHERA BIOTECH MASTER FUND,
LP(18) |
| | | | 7,376,700 | | | | | | 1.5% | | | | | | 2,645,110 | | | | | | 4,731,590 | | | | | | * | | |
Verition Multi-Strategy Master Fund LTD(19)
|
| | | | 572,960 | | | | | | * | | | | | | 572,960 | | | | |
|
—
|
| | | |
|
—
|
| |
DCIG Capital Master Fund LP(20)
|
| | | | 1,245,555 | | | | | | * | | | | | | 1,245,555 | | | | | | — | | | | | | — | | |
LAV Public Equity Master Fund(21)
|
| | | | 1,818,515 | | | | | | * | | | | | | 1,818,515 | | | | |
|
—
|
| | | |
|
—
|
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ORBIMED ASIA PARTNERS III, L.P.(22)
|
| | | | 1,818,515 | | | | | | * | | | | | | 1,818,515 | | | | |
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—
|
| | | |
|
—
|
| |
LMR MULTI-STRATEGY MASTER FUND LIMITED(23)
|
| | | | 2,238,850 | | | | | | * | | | | | | 1,388,680 | | | | | | 850,170 | | | | | | * | | |
Emerging Markets Healthcare Partners
LLC(24) |
| | | | 1,388,680 | | | | | | * | | | | | | 1,388,680 | | | | | | — | | | | | | — | | |
Persons depositing or withdrawing shares or ADS
holders must pay: |
| |
For
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | | | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property | |
| | | Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
$0.05 (or less) per ADS | | | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | | | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
$0.05 (or less) per ADS per calendar year | | | Depositary services | |
Registration or transfer fees | | | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | | | Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) | |
| | | Converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | | | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | | | As necessary | |
| | |
US$
|
| |||
SEC Registration Fee
|
| | | | 13,179 | | |
Printing and Engraving Expenses
|
| | | | 5,240 | | |
Legal Fees and Expenses
|
| | | | 750,000 | | |
Accounting Fees and Expenses
|
| | | | 7,143 | | |
Miscellaneous
|
| | | | 50,000 | | |
Total | | | | US$ | 825,562 | | |
Exhibit
No. |
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Description of Document
|
| |
Incorporation by Reference
|
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Form
|
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File No.
|
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Exhibit
No. |
| |
Filing Date
|
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| | 1.1* | | | | Form of Underwriting Agreement | | | | | | | | | | | | | |
| | 3.1 | | | | | | 6-K | | | 001-39838 | | | 3.1 | | | July 14, 2023 | | |
| | 4.1 | | | | | | F-1 | | | 333-251494 | | | 4.2 | | |
December 18, 2020
|
| |
| | 4.2 | | | | | | S-8 | | | 333-253486 | | | 4.3 | | |
February 25, 2021
|
| |
| | 5.1# | | | | | | | | | | | | | | | | | |
| | 10.1 | | | | | | 6-K | | | 001-39838 | | | 10.1 | | | August 7, 2023 | | |
| | 23.1** | | | | | | | | | | | | | | | | | |
| | 23.2# | | | | | | | | | | | | | | | | | |
| | 23.3# | | | | | | | | | | | | | | | | | |
| | 24.1# | | | | | | | | | | | | | | | | | |
| | 107# | | | | | | | | | | | | | | | | |
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Signature
|
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Title
|
| |
Date
|
|
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/s/ William Wei Cao
Dr. William Wei Cao
|
| |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
| |
September 12, 2023
|
|
|
*
Dr. Yili Kevin Xie
|
| |
Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
September 12, 2023
|
|
|
*
Dr. Guotong Xu
|
| |
Independent Director
|
| |
September 12, 2023
|
|
|
*
Ms. Wendy Hayes
|
| |
Independent Director
|
| |
September 12, 2023
|
|
|
*
Mr. Christophe Kin Ping Lee
|
| |
Independent Director
|
| |
September 12, 2023
|
|
|
*
Dr. David Guowei Wang
|
| |
Director
|
| |
September 12, 2023
|
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Gracell Biotechnologies Inc. of our report dated April 25, 2023 relating to the financial statements, which appears in Gracell Biotechnologies Inc.’s Annual Report on Form 20-F for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the People’s Republic of China
September 12, 2023