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 December 2025
Commission File Number: 001-41773
Adlai Nortye Ltd.
c/o PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
(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
CONTENT
Adlai Nortye Ltd. (the “Company”) Reports Unaudited
First Half 2025 Financial Results and Highlights Recent Operational Progress
Business Highlights
Pipeline updates
AN8025
AN8025 is a next-generation tri-specific antibody
fusion protein derived from an approved αPD-L1 antibody and fused with functionally optimized CD86 variant and LAG3 variant. Designed
to modulate T cell and antigen-presenting cell (APC) functions, preclinical studies have demonstrated that AN8025 enhances both the quantity
and quality of APCs while also inducing robust PD-L1-dependent T cell activation and anti-tumor efficacy in vivo. The clinical phase I
study of AN8025 is currently ongoing.
AN9025
AN9025 is an oral small molecule pan-RAS(ON) inhibitor
with best-in-class potential, designed to target a broad spectrum of RAS mutations across various tumor types. Preclinical studies have
demonstrated that AN9025 effectively inhibits RAS-mutant cancers with potent and durable efficacy, including pancreatic, lung, and colorectal
adenocarcinomas, and shows comparable or superior results relative to a benchmark agent of the same class. The Company expects to initiate
the phase I clinical study in the first quarter of 2026.
AN4035
AN4035 is a proprietary CEACAM5-targeting antibody
drug conjugate (ADC) designed to deliver potent anti-tumor activity with an improved therapeutic window. It is armed with highly potent
pan-RAS(ON) inhibitor payload, which effectively target a broad spectrum of CEACAM5-expressing, RAS-driven cancers. The Company expects
to submit IND in the middle of 2026.
AN4005
AN4005 is an orally available, small-molecule
PD-L1 inhibitor that demonstrates antitumor activity by the blockade of PD-1/PD-L1 interaction. Preliminary results from the Dose-Escalation
Phase, presented at SITC 2024, demonstrated that AN4005 exhibits favorable safety and tolerability in patients with advanced tumors. Encouraging
preliminary efficacy was observed in a tumor type known to respond to anti-PD-(L)1 therapy. The trial has now advanced to the Expansion
Phase, evaluating two doses of AN4005 in checkpoint inhibitor-naïve patients. Proof-of-concept data from the Expansion Phase is expected
to be presented in a conference in 2026.
AN0025
AN0025 is a small molecule EP4 antagonist designed to modulate the
tumor microenvironment. In the phase Ib study of preoperative AN0025 and radiotherapy/chemoradiotherapy combination in rectum cancer,
preliminary efficacy results (20% clinical complete response (cCR) and 16% pathologic complete response (pCR)) are encouraging. ARTEMIS
(Augmenting RadioTherapy in REctal Cancer to Minimise Invasive Surgery) phase II study of preoperative AN0025 and radiotherapy/chemoradiotherapy
combination in rectum cancer is ongoing. The futility analysis result is expected by the first quarter of 2026.
Financial Highlights for the Six Month
Period Ended June 30, 2025
The consolidated financial statements of the
Company are prepared in accordance with IFRS as issued by the International Accounting Standard Board (IASB). The consolidated financial
statements are presented in US dollars, the Company’s functional and presentation currency.
As of June 30, 2025, cash and cash equivalents
totaled US$44.1 million compared to US$60.9 million on December 31, 2024. As of June 30, 2025, restricted cash totaled US$18.2 million
compared to nil on December 31, 2024.
Net cash used in operating activities for the
six months ended June 30, 2025 was US$15.1 million, compared to US$28.4 million for the six months ended June 30, 2024.
Research and development expenses decreased by
41.4% from US$26.0 million for the six months ended June 30, 2024 to US$15.2 million for the six months ended June 30, 2025. The decrease
was primarily because the Company’s current projects are still at relatively early stages compared to the same period last year, resulting
in lower service fees incurred to date.
General and administrative expenses decreased
by 13.8% from US$4.7 million for the six months ended June 30, 2024 to US$4.1 million for the six months ended June 30, 2025, primarily
attributable to a decrease in share-based compensation expenses resulting from the vesting schedule of certain stock options.
Other gains decreased by 45% from US$2.6 million
for the six months ended June 30, 2024 to US$1.4 million for the six months ended June 30, 2025, primarily attributable to a reduction
in government grants received in 2025.
For the reasons described above, the Company’s
net loss for the period ended June 30, 2025 decreased by 33.6% from US$27.7 million for the six months ended June 30, 2024 to US$18.3
million for the six months ended June 30, 2025.
About Adlai Nortye
Adlai Nortye (NASDAQ: ANL) is a global clinical-stage company at the
forefront of discovering and developing innovative cancer therapies. Leveraging our dual R&D presence in the U.S. and China, we are
building a robust pipeline of drug candidates focused on two key areas where we believe we can make a significant difference. (1) Next-generation
cancer immunotherapies: our candidates, AN8025 (a tri-functional fusion protein of αPD-L1 x CD86 variant x LAG3 variant), a T-cell
and antigen-presenting cell modulator, and AN4005 (a first-in-class oral small-molecule PD-L1 inhibitor), are designed to activate cancer
immunity in novel ways. (2) RAS-targeting therapies: we are tackling RAS-driven cancers with AN9025, an oral pan-RAS(ON) inhibitor, and
AN4035, a CEACAM5-targeting ADC delivering a potent pan-RAS(ON) inhibitor directly to tumors.
Forward-Looking Statement
This announcement contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates,” “potential,”
“continue,” “ongoing,” “targets” and similar statements. Among other things, statements that are
not historical facts, including statements about the Company’s beliefs and expectations, the business outlook and quotations from
management in this announcement, as well as the Company’s strategic and operational plans, are or contain forward-looking statements.
The Company may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in press releases and other
written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve
inherent risks and uncertainties. Factors that could cause the Company’s actual results to differ materially from those expressed
or implied in such forward-looking statements include, but are not limited to: the initiation, timing, progress and results of the Company’s
preclinical studies, clinical trials and other therapeutic candidate development efforts; the Company’s ability to advance its
therapeutic candidates into clinical trials or to successfully complete its preclinical studies or clinical trials; whether the clinical
trial results will be predictive of real-world results; the Company’s receipt of regulatory approvals for its therapeutic candidates,
and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of the Company’s
therapeutic candidates; the Company’s ability to establish, manage, and maintain corporate collaborations, as well as the ability
of its collaborators to execute on their development and commercialization plans; the implementation of the Company’s business
model and strategic plans for its business and therapeutic candidates; the scope of protection the Company is able to establish and maintain
for intellectual property rights covering its therapeutic candidates and its ability to operate its business without infringing the intellectual
property rights of others; estimates of the Company’s expenses, future revenues, capital requirements and its needs for and ability
to access sufficient additional financing; risks related to changes in healthcare laws, rules and regulations in the PRC and United States
or elsewhere. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information
provided in this announcement and in the attachments is as of the date of this announcement, and the Company does not undertake any obligation
to update any forward-looking statement, except as required under applicable law.
Company contact:
Investor Relations
Email: ir@adlainortye.com
ADLAI NORTYE LTD.
UNAUDITED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
(All amounts in thousands, except
share and per share data, or as otherwise noted)
| | |
Six Months Ended | |
| | |
June 30,
2024 | | |
June 30,
2025 | |
| | |
$’000 | | |
$’000 | |
| REVENUE | |
| — | | |
| — | |
| Other operating income, net | |
| 1,490 | | |
| 140 | |
| Administrative expenses | |
| (4,717 | ) | |
| (4,066 | ) |
| Research and development expenses | |
| (26,016 | ) | |
| (15,248 | ) |
| Total operating loss | |
| (29,243 | ) | |
| (19,174 | ) |
| Other gains, net | |
| 2,575 | | |
| 1,461 | |
| Investment income | |
| 2 | | |
| 98 | |
| Share of profits of investments accounted for using the equity method | |
| — | | |
| (4 | ) |
| Fair value loss on financial liabilities at FVTPL | |
| — | | |
| — | |
| Finance costs | |
| (946 | ) | |
| (716 | ) |
| LOSS BEFORE TAX | |
| (27,612 | ) | |
| (18,335 | ) |
| Income tax expense | |
| — | | |
| — | |
| LOSS FOR THE PERIOD | |
| (27,612 | ) | |
| (18,335 | ) |
| Attributable to: | |
| | | |
| | |
| Ordinary Equity Holders of the Parent | |
| (27,612 | ) | |
| (18,335 | ) |
| OTHER COMPREHENSIVE LOSS | |
| | | |
| | |
| Exchange differences on translation of the financial statements of subsidiaries | |
| (92 | ) | |
| 82 | |
| Other comprehensive loss for the period, net of tax | |
| (92 | ) | |
| 82 | |
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | |
| (27,704 | ) | |
| (18,253 | ) |
| Attributable to: | |
| | | |
| | |
| Ordinary Equity Holders of the Parent | |
| (27,704 | ) | |
| (18,253 | ) |
| LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT | |
| | | |
| | |
| Basic and diluted | |
| | | |
| | |
| Loss for the period ($ per share) | |
| (0.35 | ) | |
| (0.19 | ) |
| Weighted average common shares outstanding | |
| 78,385,007 | | |
| 95,862,790 | |
ADLAI NORTYE LTD.
UNAUDITED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(All amounts in thousands, except
share and per share data, or as otherwise noted)
| | |
Six Months Ended
June 30, | |
| | |
2024 | | |
2025 | |
| | |
$’000 | | |
$’000 | |
| Net cash flows used in operating activities | |
| (28,371 | ) | |
| (15,121 | ) |
| Net cash flows used in investing activities | |
| 27,514 | | |
| (18,181 | ) |
| Net cash flows from financing activities | |
| 7,510 | | |
| 16,584 | |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | |
| 6,653 | | |
| (16,718 | ) |
| Cash and cash equivalents at beginning of the period | |
| 91,492 | | |
| 60,902 | |
| Effect of foreign exchange rate changes, net | |
| (165 | ) | |
| 34 | |
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | |
| 97,980 | | |
| 44,218 | |
ADLAI NORTYE LTD.
UNAUDITED CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
(All amounts in thousands, except
share and per share data, or as otherwise noted)
| | |
As of | |
| | |
December 31, 2024 | | |
June 30, 2025 | |
| | |
$’000 | | |
$’000 | |
| ASSETS | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
| 60,902 | | |
| 44,138 | |
| Restricted cash | |
| — | | |
| 18,240 | |
| Financial assets at FVTPL | |
| 7 | | |
| 7 | |
| Prepayments, other receivables and other assets | |
| 3,141 | | |
| 3,078 | |
| Other receivables -related party | |
| 14 | | |
| 14 | |
| Total current assets | |
| 64,064 | | |
| 65,477 | |
| Non-current assets | |
| | | |
| | |
| Property, plant and equipment | |
| 1,743 | | |
| 1,499 | |
| Right-of-use assets | |
| 962 | | |
| 636 | |
| Other intangible assets | |
| 40 | | |
| 29 | |
| Other receivables and other assets | |
| 304 | | |
| 231 | |
| Long-term equity investments | |
| 4,157 | | |
| 4,173 | |
| Long-term investments at amortized cost | |
| — | | |
| — | |
| Total non-current assets | |
| 7,206 | | |
| 6,568 | |
| Total assets | |
| 71,270 | | |
| 72,045 | |
| LIABILITIES | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Trade payables | |
| 10,146 | | |
| 9,678 | |
| Contract Liabilities | |
| 5,000 | | |
| 5,000 | |
| Other payables and accruals | |
| 3,413 | | |
| 4,879 | |
| Interest-bearing bank borrowings | |
| 26,330 | | |
| 44,053 | |
| Lease liabilities | |
| 471 | | |
| 257 | |
| Total current liabilities | |
| 45,360 | | |
| 63,867 | |
| Non-current liabilities | |
| | | |
| | |
| Lease liabilities | |
| 425 | | |
| 257 | |
| Total non-current liabilities | |
| 425 | | |
| 257 | |
| Total liabilities | |
| 45,785 | | |
| 64,124 | |
| SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Class A Ordinary shares (par value of $0.0001 per share; 93,710,803 shares outstanding as of December 31, 2024 and June 30, 2025) | |
| 9 | | |
| 9 | |
| Class B Ordinary shares (par value of $0.0001 per share; 16,990,000 shares outstanding as of December 31, 2024 and June 30, 2025) | |
| 2 | | |
| 2 | |
| Share premium | |
| 439,016 | | |
| 439,173 | |
| Share based payments reserve | |
| 20,311 | | |
| 20,843 | |
| Exchange fluctuation reserve | |
| (4,535 | ) | |
| (4,453 | ) |
| Accumulated deficit | |
| (429,318 | ) | |
| (447,653 | ) |
| Total shareholders’ equity | |
| 25,485 | | |
| 7,921 | |
| Total liabilities and shareholders’ equity | |
| 71,270 | | |
| 72,045 | |
ADLAI NORTYE LTD.
UNAUDITED CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
(All amounts in thousands, except
share and per share data, or as otherwise noted)
| | |
Attributable to owners of the parent | |
| | |
Ordinary
Shares | | |
Additional
paid-in
capital | | |
Share
option
reserve | | |
Exchange
fluctuation
reserve | | |
Accumulated
losses | | |
Total
deficits | |
| | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | |
| At January 1, 2024 | |
| 11 | | |
| 438,707 | | |
| 18,018 | | |
| (4,241 | ) | |
| (373,092 | ) | |
| 79,403 | |
| Loss for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| (27,612 | ) | |
| (27,612 | ) |
| Other comprehensive income for the period: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exchange differences on translation of the financial statements of subsidiaries | |
| — | | |
| — | | |
| — | | |
| (92 | ) | |
| — | | |
| (92 | ) |
| Share-based compensation | |
| — | | |
| — | | |
| 1,669 | | |
| — | | |
| — | | |
| 1,669 | |
| At June 30, 2024 | |
| 11 | | |
| 438,707 | | |
| 19,687 | | |
| (4,333 | ) | |
| (400,704 | ) | |
| 53,368 | |
| At January 1, 2025 | |
| 11 | | |
| 439,016 | | |
| 20,311 | | |
| (4,535 | ) | |
| (429,318 | ) | |
| 25,485 | |
| Loss for the period | |
| — | | |
| — | | |
| — | | |
| — | | |
| (18,335 | ) | |
| (18,335 | ) |
| Vesting of restricted shares | |
| — | | |
| 157 | | |
| (157 | ) | |
| — | | |
| — | | |
| — | |
| Other comprehensive income for the period: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exchange differences on translation of the financial statements of subsidiaries | |
| — | | |
| — | | |
| — | | |
| 82 | | |
| — | | |
| 82 | |
| Share-based compensation | |
| — | | |
| — | | |
| 689 | | |
| — | | |
| — | | |
| 689 | |
| At June 30, 2025 | |
| 11 | | |
| 439,173 | | |
| 20,843 | | |
| (4,453 | ) | |
| (447,653 | ) | |
| 7,921 | |
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, thereunto duly authorized.
| |
Adlai Nortye Ltd. |
| |
|
| |
By: |
/s/ Yang Lu |
| |
Name: |
Yang Lu |
| |
Title: |
Chief Executive Officer and Chairman of Board of Directors |
Date: December 29, 2025