Adlai Nortye raises $140M in private placement

Adlai Nortye Ltd. entered into securities purchase agreements for a private placement equity financing expected to raise approximately $140.0 million in gross proceeds, before fees and expenses.

Rhea-AI Filing Summary

Adlai Nortye Ltd. entered into securities purchase agreements for a private placement equity financing expected to raise approximately $140.0 million in gross proceeds, before fees and expenses. The company is selling 64,615,386 Class A ordinary shares, equivalent to 21,538,462 ADSs, at $2.1667 per ordinary share (or $6.50 per ADS).

The private placement, co-led by Cormorant Asset Management and Columbia Threadneedle Investments with several other institutional investors, is expected to close on February 4, 2026, subject to customary conditions. Around $55 million of shares will be purchased by entities controlled by Chairman and CEO Yang Lu. Adlai Nortye agreed to file a registration statement covering resale of the ADSs issued in the financing.

Positive

• Approximately $140.0 million gross proceeds from a private placement strengthen Adlai Nortye’s capital position, providing substantial funding capacity for its cancer therapy pipeline.
• Approximately $55 million subscribed by entities controlled by Chairman and CEO Yang Lu signals notable insider participation at the offering price alongside leading healthcare investors.

Negative

• None.

Insights

Biotech capital markets analyst

Adlai Nortye secures a sizeable $140M private financing with strong insider and institutional participation.

Adlai Nortye has arranged a private placement expected to provide approximately $140.0 million in gross proceeds. The deal prices 64,615,386 Class A ordinary shares (equivalent to 21,538,462 ADSs) at $2.1667 per share, or $6.50 per ADS, and is expected to close on February 4, 2026, subject to customary conditions.

The round is co-led by healthcare-focused institutional investors Cormorant Asset Management and Columbia Threadneedle Investments, alongside other specialized funds. Notably, entities controlled by Chairman and CEO Yang Lu are purchasing approximately $55 million of shares, indicating leadership’s economic alignment with the financing terms.

Because this is a private placement, the securities are initially unregistered under the Securities Act, but the company has agreed to file a registration statement for resale of the ADSs. Subsequent SEC filings related to this registration and future updates on cash runway or development progress, referenced in existing risk disclosures, will help clarify how this capital supports the pipeline over time.

FAQ

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What financing did Adlai Nortye (ANL) announce in this 6-K?

Adlai Nortye announced a private placement equity financing expected to raise approximately $140.0 million in gross proceeds. The company is selling new Class A ordinary shares and corresponding ADSs to a group of healthcare-focused institutional and other investors.

How many shares are included in Adlai Nortye’s $140 million private placement?

The private placement covers 64,615,386 Class A ordinary shares, equivalent to 21,538,462 American Depositary Shares (ADSs). Each ADS represents three Class A ordinary shares, and the securities are being sold to a syndicate of institutional and other investors.

What is the pricing of Adlai Nortye (ANL) shares in the private placement?

Adlai Nortye is pricing the financing at $2.1667 per Class A ordinary share, which equals $6.50 per ADS. Each ADS represents three Class A ordinary shares, establishing the share and ADS pricing relationship in the transaction.

When is Adlai Nortye’s private placement expected to close?

The private placement is expected to close on February 4, 2026, subject to the satisfaction of customary closing conditions. Closing will finalize the share issuance and associated gross proceeds described in the financing announcement.

Which investors are participating in Adlai Nortye’s private placement?

The financing is co-led by Cormorant Asset Management and Columbia Threadneedle Investments, with participation from Balyasny Asset Management L.P., Point72, Squadron Capital Management, Casdin Capital, and other new and existing investors in the company.

How much is Adlai Nortye’s CEO investing in this private placement?

Entities controlled by Yang Lu, Adlai Nortye’s Chairman and Chief Executive Officer, are purchasing approximately $55 million of Class A ordinary shares in the private placement, participating alongside institutional investors at the same offering terms.

Will the ADSs from Adlai Nortye’s private placement be registered for resale?

Adlai Nortye has agreed to file a registration statement with the SEC to register the resale of the ADSs issued in the private placement, enabling potential future secondary sales under an effective registration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/03/2026 - 04:30 PM Learn about SEC filing dates

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 February 2026

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

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: February 3, 2026

1

Form 6-K Exhibit Index

Exhibits 

Exhibit No.		Description
99.1		Press Release of the Registrant, dated February 3, 2026
10.1		Form of Securities Purchase Agreement

2

Exhibit 99.1

Adlai Nortye Announces $140.0 Million Private Placement Equity Financing

SINGAPORE and NORTH BRUNSWICK, N.J. and HANGZHOU, China, February 3, 2026 (GLOBE NEWSWIRE) -- Adlai Nortye Ltd. (Nasdaq: ANL) (the “Company” or “Adlai Nortye”), a clinical-stage biotechnology company focused on the development of innovative cancer therapies, today announced that it has entered into securities purchase agreements for a private investment in public equity financing that is expected to result in gross proceeds of approximately $140.0 million, before deducting placement agent fees and other expenses.

In the private placement, the Company is selling 64,615,386 Class A ordinary shares of the Company (equivalent of 21,538,462 American Depositary Shares, each representing 3 Class A ordinary shares), at a price of $2.1667 per Class A ordinary shares (equivalent of $6.50 per ADS). The private placement is expected to close on February 4, 2026, subject to the satisfaction of customary closing conditions.

The private placement was co-led by Cormorant Asset Management and Columbia Threadneedle Investments with participation from both new and existing investors including Balyasny Asset Management L.P., Point72, Squadron Capital Management and Casdin Capital.

The private placement includes the sale of approximately $55 million of Class A ordinary Shares to the entities controlled by Yang Lu, Chairman and Chief Executive Officer of the Company.

“We are pleased that this high-quality healthcare investor group came together to support Adlai Nortye and our innovative and potentially best-in-class RAS-targeting therapies,” said Yang Lu, Chairman and Chief Executive Officer of Adlai Nortye. “We thank the investors for their confidence in the broad potential of our RAS-targeting therapies and Next-generation cancer immunotherapies, and their support for our mission to transform deadly cancer into a chronic and eventually curable disease.”

Jefferies, Leerink Partners, Lucid Capital Markets, H.C. Wainwright & Co. and Jones are acting as joint placement agents for the private placement.

The securities being issued and sold in this private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Adlai Nortye has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the ADSs issued in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Adlai Nortye

Adlai Nortye is a global clinical-stage company at the forefront of discovering and developing innovative cancer therapies. Leveraging its dual R&D presence in the United States and China, Adlai Nortye is building a robust pipeline of drug candidates focused on two key areas where it believes it can make a significant difference. (1) Next-generation cancer immunotherapies: Adlai Nortye’s drug 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: Adlai Nortye is 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.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. All statements other than statements of historical facts contained in this press release are forward-looking statements. These forward-looking statements include, but are not limited to, statements about: the expected closing date of the private placement; cash operating runway; and the intended use of proceeds. These and other risks are described in greater detail under the section titled “Risk Factors” contained in the company’s Annual Report on Form 20-F and earnings release on Form 6-K and the Company’s other filings with the SEC. Any forward-looking statements that the Company makes in this press release are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date of this press release. Except as required by law, the company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Company contact:

Investor Relations

Email: ir@adlainortye.com