Ascentage Pharma Announces Closing of Placement Shares in Top-Up Placement

Rhea-AI Summary

Ascentage Pharma (NASDAQ: AAPG) has successfully completed an offshore placement of 22 million ordinary shares at HKD68.60 per share. The placement was conducted by Dajun Yang Dynasty Trust, affiliated with the company's CEO. In a related transaction, the company will issue the same number of replacement shares to the trust, generating net proceeds of approximately HKD1,492 million (US$190.1 million).

The newly issued shares represent 6.29% of the company's pre-placement share capital. The proceeds will fund commercialization efforts, global clinical development of core pipeline candidates, and strengthen global operations. The transaction, managed by J.P. Morgan and Citigroup, was conducted outside the U.S. to non-U.S. persons under Regulation S.

Positive

• Significant capital raise of US$190.1 million to strengthen operations
• Funds secured for commercialization and clinical development expansion
• CEO-affiliated trust demonstrates confidence through share subscription

Negative

• 6.29% dilution of existing shareholders
• Transaction limited to non-U.S. persons, restricting investor participation

Insights

Financial Analyst

Ascentage Pharma secures $190.1M through a top-up placement to fund commercialization, clinical development, and global operations.

Ascentage Pharma has successfully completed a top-up placement transaction that injected HKD1,492 million (approximately $190.1 million) into the company. This funding mechanism involved the CEO's affiliate trust first selling 22 million existing shares at HKD68.60 per share, then subscribing for an equal number of newly issued shares at the same price.

The transaction effectively increases Ascentage's outstanding shares by 6.29%, representing meaningful but manageable dilution for existing shareholders. The pricing reflects current market conditions while providing substantial capital without taking on debt.

The capital allocation strategy focuses on three critical areas: (1) expanding commercialization efforts and improving patient access, (2) advancing global clinical development of core pipeline candidates, and (3) strengthening infrastructure and working capital for global operations.

This funding approach is particularly strategic for biotech companies in the commercialization phase, as it balances the need for significant capital with controlled shareholder dilution. By involving the CEO's affiliated trust, the transaction also signals management's continued confidence in the company's future prospects while broadening the institutional investor base.

For a clinical-stage biopharmaceutical company focused on cancer treatments, this capital infusion provides crucial runway to pursue commercial objectives while continuing to advance its clinical pipeline – typically the two most cash-intensive activities for emerging biotechs. The transaction's structure as a Regulation S offering outside the US also demonstrates the company's ability to access global capital markets efficiently.

ROCKVILLE, Md. and SUZHOU, China, July 17, 2025 (GLOBE NEWSWIRE) -- Ascentage Pharma Group International (NASDAQ: AAPG; HKEX: 6855) (“Ascentage Pharma” or the “Company”), a global biopharmaceutical company dedicated to addressing unmet medical needs in cancers, announced the closing of an offshore placement (the “Offshore Placement”), pursuant to which Dajun Yang Dynasty Trust, an affiliate of the Company’s Chief Executive Officer, Dajun Yang, M.D., Ph.D. (the “Vendor”), offered and sold 22 million ordinary shares, par value US$0.0001 per share, of the Company (the “Placement Shares”) at a price of HKD68.60 per share. In connection with the Offshore Placement, the Vendor has subscribed for, and the Company will issue to the Vendor, 22 million new ordinary shares of the Company (the “Replacement Shares”) at a price of HKD68.60, resulting in net proceeds to the Company of approximately HKD1,492 million (approximately US$190.1 million based on an exchange rate of 1 USD to 7.85 HKD).   The issuance of the Replacement Shares is expected to take place by July 28, 2025. The newly issued equity capital in the Company will represent approximately 6.29% of the Company’s issued share capital prior to the closing of the Offshore Placement. These transactions were conducted in accordance with the terms of the Placing and Subscription Agreement by and among the Company, the Vendor and J.P. Morgan (Asia Pacific) Limited and Citigroup Global Markets Limited, each in the role of a placing agent, dated July 14, 2025.

The Company intends to use the net proceeds for commercialization efforts, including expanding coverage and improving patient access, global clinical development to advance the core pipeline candidates of the Company, as well as infrastructure and working capital to strengthen global operations.

The Offshore Placement was made in a transaction outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) and the Placement Shares were not offered to any members of the “public” (within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong). The Replacement Shares will be issued in a transaction not involving a public offering. As such, the offer and sale of the securities described above have not been registered under the Securities Act, or any state securities laws and may not be sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, in the United States, Hong Kong, or elsewhere, and shall not constitute an offer, solicitation or sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Ascentage Pharma Group International

Ascentage Pharma Group International (NASDAQ: AAPG; HKEX: 6855) (“Ascentage Pharma” or the “Company”) is a global biopharmaceutical company dedicated to addressing unmet medical needs in cancers. The company has built a rich pipeline of innovative drug candidates that includes inhibitors targeting key proteins in the apoptotic pathway, such as Bcl-2 and MDM2-p53 and next-generation kinase inhibitors.

The lead asset, olverembatinib, is the first novel third-generation BCR-ABL1 inhibitor approved in China for the treatment of patients with CML in chronic phase (CML-CP) with T315I mutations, CML in accelerated phase (CML-AP) with T315I mutations, and CML-CP that is resistant or intolerant to first and second-generation TKIs. It is covered by the China National Reimbursement Drug List (NRDL). The Company is currently conducting an FDA-cleared, global registrational Phase III trial, or POLARIS-2, of olverembatinib for CML, as well as global registrational Phase III trials for patients with newly diagnosed Ph+ ALL and SDH-deficient GIST patients.

The second lead asset, lisaftoclax, is a novel Bcl-2 inhibitor for the treatment of various hematologic malignancies. The NDA for the treatment of relapsed and/or refractory CLL and SLL just received approval by China’s National Medical Products Administration (NMPA). The Company is currently conducting 4 global registrational Phase III trials: the GLORA study of lisaftoclax in combination with BTK inhibitors in patients with CLL/SLL previously treated with BTK inhibitors for more than 12 months with suboptimal response; the GLORA-2 study in patients with newly diagnosed CLL/SLL; the GLORA-3 study in newly diagnosed, elderly and unfit patients with AML; and the GLORA-4 study in patients with newly diagnosed higher risk MDS.

Leveraging its robust R&D capabilities, Ascentage Pharma has built a portfolio of global intellectual property rights and entered into global partnerships and other relationships with numerous leading biotechnology and pharmaceutical companies, such as Takeda, AstraZeneca, Merck, Pfizer, and Innovent, in addition to research and development relationships with leading research institutions, such as Dana-Farber Cancer Institute, Mayo Clinic, National Cancer Institute and the University of Michigan. For more information, visit https://ascentage.com/

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release may be forward-looking statements, including statements that express Ascentage Pharma’s expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition. These forward-looking statements are subject to a number of risks and uncertainties as discussed in Ascentage Pharma’s filings with the SEC, including those set forth in the sections titled “Risk factors” and “Special note regarding forward-looking statements and industry data” in the Form 20-F filed with the SEC on April 16, 2025, the sections headed “Forward-looking Statements” and “Risk Factors” in the prospectus of the Company for its Hong Kong initial public offering dated October 16, 2019, and other filings with the SEC and/or The Stock Exchange of Hong Kong Limited we made or make from time to time that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements contained in this press release do not constitute projections by the Company’s management.

As a result of these factors, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this press release are based on Ascentage Pharma’s current expectations and beliefs concerning future developments and their potential effects and speak only as of the date of these statements. Ascentage Pharma does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless as may otherwise be required by law.

Contacts
Investor Relations:
Hogan Wan, Head of IR and Strategy
Ascentage Pharma
Hogan.Wan@ascentage.com
+86 512 85557777

Stephanie Carrington
ICR Healthcare
Stephanie.Carrington@icrhealthcare.com
+1 (646) 277-1282

Media Relations:
Sean Leous
ICR Healthcare
Sean.Leous@icrhealthcare.com
+1 (646) 866-4012

FAQ

How much money did Ascentage Pharma (AAPG) raise in its July 2025 placement?

Ascentage Pharma raised approximately HKD1,492 million (US$190.1 million) through the issuance of replacement shares at HKD68.60 per share.

What is the dilution impact of AAPG's 2025 share placement?

The newly issued shares represent 6.29% of Ascentage Pharma's issued share capital prior to the placement.

How will Ascentage Pharma use the proceeds from its 2025 share placement?

The proceeds will fund commercialization efforts, global clinical development of core pipeline candidates, and strengthen global operations.

Who conducted the share placement for Ascentage Pharma?

The placement was conducted by J.P. Morgan (Asia Pacific) Limited and Citigroup Global Markets Limited as placing agents.

When will AAPG issue the replacement shares from the 2025 placement?

The replacement shares are expected to be issued by July 28, 2025.