BeyondSpring issues 800,000 shares at $2.50 in registered deal

Rhea-AI Filing Summary

BeyondSpring Inc. entered into a Securities Purchase Agreement with Ray Beauty Group Limited for a registered offering of 800,000 ordinary shares at $2.50 per share. The transaction closed on November 21, 2025, providing gross proceeds of $2.0 million before expenses. The shares were issued off an effective shelf registration statement on Form S-3. The investor agreed to a 60-day lock-up from closing, limiting sales and derivative transactions in the shares without the company’s prior written consent, subject to specified exceptions.

Insights

Capital markets analyst

BeyondSpring raises $2.0M via small registered equity sale.

BeyondSpring Inc. sold 800,000 ordinary shares to a single investor, Ray Beauty Group Limited, at $2.50 per share, generating gross proceeds of $2.0 million. The issuance was conducted as a registered offering under an effective Form S-3 shelf, which simplifies the process and relies on pre-cleared disclosure.

The deal introduces some equity dilution, but the size appears modest in absolute dollar terms based on the disclosed proceeds. The investor accepted a 60-day lock-up from the November 21, 2025 closing, agreeing not to sell the shares or enter related derivatives without consent, which temporarily limits near-term resale activity.

The transaction documents, including the Securities Purchase Agreement and related legal opinion, are filed as exhibits, providing detail on terms and offering mechanics for future reference in the company’s ongoing reporting and registered programs.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025 (November 17, 2025)

_________________

BeyondSpring Inc.

(Exact name of registrant as specified in its charter)

_________________

Cayman Islands		001-38024		Not Applicable
(State or other jurisdiction		(Commission File		(IRS Employer
of incorporation)		Number)		Identification No.)

100 Campus Drive, West Side, 4th Floor, Suite 410
Florham Park, New Jersey		07932
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 (646) 305-6387

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share		BYSI		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 17, 2025, BeyondSpring Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ray Beauty Group Limited (the “Investor”), pursuant to which the Company agree to issue and sell, in a registered offering, an aggregate of 800,000 shares of the Company’s ordinary shares, par value $0.0001 per share (the “Shares”), at a purchase price of $2.50 per share (the “Transaction”). The closing of the Transaction occurred on November 21, 2025.

The gross proceeds from the offering were $2.0 million, before deducting expenses.

Under the terms of the Purchase Agreement, the Shares were offered pursuant to a registration statement initially filed on Form F-3 with the Securities and Exchange Commission on June 12, 2024, which was subsequently amended on Form S-3 (File No. 333-280153) on August 13, 2025 and declared effective on August 18, 2025.

Under the terms of the Purchase Agreement, the Investor agreed to a customary lock-up period for sixty (60) days from the date of closing, during which time the Investor agreed not to sell the Shares, enter into any derivative transactions with respect to the Shares or publicly disclose the intention to do any of the foregoing, in each case without the Company’s prior written consent, subject to certain exceptions.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 8-K and is incorporated herein by reference.

This Report on Form 8-K is incorporated by reference into the Registration Statement on Form S-3, File No. 333-280153, and the Registration Statements on Form S-8, File No. 333-216639 and File No. 333-240082, of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
5.1	Opinion of Maples and Calder (Hong Kong) LLP, Cayman counsel to the Registrant, as to the validity of the ordinary shares being registered (including consent)
10.1	Securities Purchase Agreement dated as of November 17, 2025, between BeyondSpring Inc. and Ray Beauty Group Limited.
23.1	Consent of Maples and Calder (Hong Kong) LLP (included in the opinion filed as Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: November 21, 2025

		BeyondSpring Inc.
	By:	/s/ Lan Huang
	Name:	Lan Huang
	Title:	Chairperson and Chief Executive Officer

FAQ

What financing transaction did BeyondSpring (BYSI) announce in this 8-K?

BeyondSpring Inc. entered into a Securities Purchase Agreement with Ray Beauty Group Limited for a registered offering of 800,000 ordinary shares at $2.50 per share.

How much capital did BeyondSpring (BYSI) raise in the new share issuance?

The offering generated gross proceeds of $2.0 million before deducting expenses from the sale of 800,000 ordinary shares at $2.50 per share.

Who is the investor in BeyondSprings new share purchase agreement?

The investor is Ray Beauty Group Limited, which agreed to purchase 800,000 ordinary shares of BeyondSpring Inc.

Was the BeyondSpring (BYSI) share sale conducted under an existing registration statement?

Yes. The shares were offered under a registration statement initially filed on Form F-3 and subsequently amended on Form S-3 (File No. 333-280153), which was declared effective on August 18, 2025.

Is there a lock-up period for the investor in this BeyondSpring transaction?

Yes. The investor agreed to a 60-day lock-up from the closing date, restricting sales of the shares and related derivative transactions without the companys prior written consent, subject to certain exceptions.

Which key exhibits related to the financing are included with this BeyondSpring 8-K?

Filed exhibits include the Cayman legal opinion on the validity of the ordinary shares (Exhibit 5.1), the Securities Purchase Agreement dated November 17, 2025 (Exhibit 10.1), and a related legal consent (Exhibit 23.1).