Belite Bio (NASDAQ: BLTE) plans $125M PIPE plus warrant upside

Rhea-AI Filing Summary

Belite Bio, Inc. entered into securities purchase agreements for a private investment in public equity (PIPE), selling 1,953,124 ordinary shares and issuing Warrants to purchase 1,953,124 ordinary shares. The securities are priced at $64.00 per ordinary share with an accompanying Warrant, and each Warrant is immediately exercisable at an exercise price of $76.80 per share for two years.

The PIPE is expected to generate gross proceeds of approximately $125 million before fees, with potential additional proceeds of about $150 million if all Warrants are exercised. Closing is expected on or about September 9, 2025, subject to customary conditions. Belite Bio also granted investors registration rights, committing to file a resale registration statement with the SEC within 45 days after closing and to use reasonable best efforts to have it declared effective within specified timeframes.

Positive

• Material capital infusion: PIPE expected to provide approximately $125 million in gross proceeds, with potential additional proceeds of about $150 million from full Warrant exercise, significantly enhancing liquidity.

Negative

• None.

Insights

Equity Capital Markets Analyst

Belite Bio secures a sizable PIPE, adding immediate and potential future capital.

Belite Bio arranged a PIPE financing with leading healthcare investors for 1,953,124 ordinary shares and matching Warrants, at $64.00 per share plus Warrant. The deal provides approximately $125 million in gross proceeds before fees, which materially strengthens the company’s funding base for corporate needs described elsewhere by management or in future disclosures.

The Warrants, exercisable immediately at $76.80 per share for two years, introduce potential additional proceeds of about $150 million if fully exercised. This structure combines near-term funding with optional future capital, while the two-year term concentrates that potential within a defined window.

A registration rights agreement requires Belite Bio to file a resale registration statement within 45 days after the expected September 9, 2025 closing and to pursue effectiveness under clear timing targets. These obligations lay out the path for investors’ resale of the shares and Warrant shares, and subsequent company filings will show how quickly the registration milestones are met and how much of the Warrant pool is ultimately exercised.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-41359

Belite Bio, Inc

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant´s name into English)

12750 High Bluff Drive Suite 475,

San Diego, CA 92130

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x      Form 40-F ¨

On September 8, 2025, Belite Bio, Inc (the “Company”) issued a press release announcing its entry into certain securities purchase agreements (collectively, the “Securities Purchase Agreements”) for a private placement in public equity financing (the “PIPE”) with leading healthcare investors (the “Investors”) for the purchase and sale of 1,953,124 ordinary shares (the “Ordinary Shares”) of the Company, par value US$0.0001 per share, and warrants to purchase 1,953,124 ordinary shares (the “Warrants”), at a purchase price of $64.00 per ordinary share and accompanying warrant. Each Warrant will be immediately exercisable, expire two years from the date of issuance and have an exercise price of $76.80 per ordinary share. The gross proceeds of the PIPE are approximately $125 million, before deducting placement agent fees and estimated offering expenses, as well as the potential for additional proceeds of approximately $150 million from the exercise of the Warrants in full. The closing of the PIPE is expected to occur on or about September 9, 2025, subject to the satisfaction of customary closing conditions (the “Closing Date”).

In connection with the PIPE, the Company and the Investors also entered into a Registration Rights Agreement, dated as of September 8, 2025 (the “PIPE Registration Rights Agreement”), providing for the registration for resale of the Ordinary Shares and the Company’s ordinary shares issuable upon exercise of the Warrants. The Company has agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) as promptly as reasonably practicable, and in any event no later than 45 days after the Closing Date, and to use reasonable best efforts to have the Registration Statement declared effective by the earlier of (i) the 75th calendar day following the initial filing date of the Registration Statement and (ii) the fifth (5th) business day after the date the Company is notified by the SEC that the Registration Statement will not be reviewed or will not be subject to further review.

The Securities Purchase Agreements contain customary representations and warranties of the Company and the Investors, customary conditions to closing, as well as customary indemnification obligations.

The securities issued and sold to the Investors under the Securities Purcahse Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Investors. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Report on Form 6-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing description of the Securities Purchase Agreements, the Registration Rights Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements and the Warrants, the forms of which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Report on Form 6-K and are incorporated by reference herein.

This Report on Form 6-K shall be deemed to be incorporated by reference into all effective registration statements filed by the registrant under the Securities Act, and shall be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit 4.1 — Form of Warrants

Exhibit 10.1 — Form of Securities Purchase Agreements

Exhibit 10.2 – Form of Registration Rights Agreement

Exhibit 99.1 — Press Release

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.

	Belite Bio, Inc
	By:	/s/ Yu-Hsin Lin
	Name:	Yu-Hsin Lin
	Title:	Chief Executive Officer and Chairman

Date: September 8, 2025

FAQ

What financing did Belite Bio (BLTE) announce in this 6-K?

Belite Bio announced a private investment in public equity (PIPE) with leading healthcare investors for the purchase of 1,953,124 ordinary shares and Warrants to purchase 1,953,124 ordinary shares.

How much capital could Belite Bio (BLTE) raise from the PIPE and Warrants?

The PIPE is expected to generate gross proceeds of approximately $125 million before fees, with potential additional proceeds of about $150 million if all Warrants are exercised in full.

What are the key terms of the Belite Bio (BLTE) PIPE Warrants?

Each Warrant is immediately exercisable, has an exercise price of $76.80 per ordinary share, and will expire two years from the date of issuance.

At what price are Belite Bio (BLTE) shares being sold in the PIPE?

The ordinary shares are being sold at a purchase price of $64.00 per share together with an accompanying Warrant.

When is the Belite Bio (BLTE) PIPE expected to close?

The closing of the PIPE is expected to occur on or about September 9, 2025, subject to the satisfaction of customary closing conditions.

What registration rights did Belite Bio (BLTE) grant to PIPE investors?

Belite Bio agreed to file a registration statement for the resale of the PIPE shares and Warrant shares as promptly as reasonably practicable and no later than 45 days after the closing date, and to use reasonable best efforts to have it declared effective within specified time limits.

Are the Belite Bio (BLTE) PIPE securities registered under the Securities Act?

No. The securities were issued in a private placement relying on exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and may not be offered or sold in the United States without registration or an applicable exemption.