UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August 2025
Commission File Number: 001-42484
ASCENTAGE PHARMA GROUP INTERNATIONAL
(Translation of Registrant’s name into
English)
68 Xinqing Road
Suzhou Industrial Park
Suzhou, Jiangsu
China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Explanatory Note
On August 20, 2025, Ascentage Pharma Group International (“Ascentage
Pharma” or the “Company”) issued a press release entitled, “Ascentage Pharma Reports 2025 Interim Unaudited Six
Months Financial Results and Business Updates”. A copy of the press release is furnished as Exhibit 99.1 to this Report. On August
21, 2025, Ascentage Pharma Group International posted an announcement on the Hong Kong Stock Exchange entitled, “Announcement of
Unaudited Interim Results for the Six Months Ended June 30, 2025”. A copy of the announcement is furnished as Exhibit 99.2 to this
Report.
Approval of New Form of Indemnification Agreement and Interest Payments
As previously disclosed, on July 17, 2025, the Company closed an offshore
placement and top-up subscription of new shares 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 at a price of HKD68.60 per share and 22 million new ordinary shares were issued to the Vendor 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).
Given the advantages realized by the Company through the use of the
above top-up placement, and the Company’s January 2023 top-up placement, the Company’s Board considered and approved
certain amendments to the indemnification agreement for its directors and officers (“Indemnification Agreement”). The
Indemnification Agreement amends the existing form of indemnification agreement, filed as Exhibit 4.1 to the Company’s most
recent annual report on Form 20-F, to provide for indemnification of affiliates of an indemnitee for any action or inaction taken by
the indemnitee in the role of an officer or director of the Company, or by such affiliates in their capacity of a shareholder of the
Company, for actions taken at the request of the Company (each such affiliate and indemnitee, an “Indemnified Person”)
and approved, as necessary, by the Company’s Board. There were no other substantive changes made to the existing form of
indemnification agreement. In addition, considering that the underlying structure of these top-up placements represents a de-facto
share-loan arrangement, whereby Indemnified Persons loaned ordinary shares for specific period of days, respectively, the Board
considered and approved the payment of up to $600,000 in interest payments to those Indemnified Persons that enabled the successful
completion of those top-up placements.
The foregoing description of the Indemnification Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which
is filed as Exhibit 99.3 to this report on Form 6-K and is incorporated herein by reference.
INDEX TO EXHIBITS
Exhibit
Number |
|
Exhibit Title |
| 99.1 |
|
Press release dated August 20, 2025 |
| 99.2 |
|
Announcement dated August 21, 2025 |
| 99.3 |
|
Indemnification Agreement |
SIGNATURE
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, thereunto
duly authorized.
| |
ASCENTAGE PHARMA GROUP INTERNATIONAL |
| |
|
| Date: August 21, 2025 |
/s/ Dajun Yang |
| |
Name: |
Dajun Yang |
| |
Title: |
Chief Executive Officer |
