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.
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Belite Bio, Inc |
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By: |
/s/ Yu-Hsin Lin |
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Name: |
Yu-Hsin Lin |
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Title: |
Chief Executive Officer and Chairman |
Date: September 8, 2025
