BYSI Form 4: Decheng Funds Sell 4,870 Shares; 4.41M Shares Still Held

Rhea-AI Filing Summary

Decheng Capital-affiliated funds and Dr. Xiangmin Cui reported sales of BeyondSpring Inc. (BYSI) ordinary shares in late August and early September 2025. The filing shows Decheng Capital China Life Sciences USD Fund III, L.P. sold 800 shares on 08/29/2025, 2,800 shares on 09/02/2025 and 1,270 shares on 09/03/2025 at weighted-average prices in the $1.67–$1.84 range, reducing Fund III’s reported beneficial ownership to 1,904,755 shares.

Other related entities retain beneficial holdings: Decheng Capital China Life Sciences USD Fund II, L.P. holds 1,617,409 shares and Decheng Capital Global Healthcare Fund (Master), LP holds 891,734 shares. Footnotes explain the holdings are held directly by the named funds, GP entities and Dr. Cui may be deemed to beneficially own such securities, and the reported prices are weighted averages across multiple transactions.

Positive

• Continued significant beneficial ownership: Combined reported holdings across the named funds equal 4,413,898 shares (1,904,755; 1,617,409; 891,734), showing retained exposure.
• Transparent disclosures: Footnotes provide weighted-average price ranges and state availability of per-price breakouts on request, enhancing clarity.

Negative

• Insider sales reported: Decheng Capital China Life Sciences USD Fund III executed sales totaling 4,870 shares on 08/29/2025–09/03/2025 at weighted-average prices between $1.67 and $1.84.
• Potential perception risk: While not quantified here, insider disposals can be viewed negatively by some investors even when disclosed and limited in size.

Insights

Securities Analyst

TL;DR: Affiliated funds executed modest sales while maintaining multi-million share holdings; transactions are disclosed and routine.

The Form 4 discloses small, sequential disposals by Fund III totaling 4,870 shares executed over three dates with weighted-average prices reported in the $1.67–$1.84 range. The disclosure is detailed with footnotes clarifying weighted-average pricing and the chain of beneficial ownership through GP entities and Dr. Cui. For investors, the filing provides transparent reporting of insider sales but does not indicate a change in control or a material reduction in aggregate beneficial ownership among the affiliated funds, which together report 4,413,898 shares remaining registered to the listed entities.

Corporate Governance Expert

TL;DR: Proper Form 4 mechanics and disclaimers are present; ownership chains and weighted-price disclosures reduce ambiguity.

The filing includes customary explanatory footnotes stating that GP entities and the manager may be deemed beneficial owners while disclaiming direct ownership beyond pecuniary interest. Weighted-average price ranges and the undertaking to provide breakouts on request fulfill disclosure norms. This structure aids compliance review and clarifies which vehicles hold shares, supporting transparency for shareholders and regulators.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Decheng Capital China Life Sciences USD Fund III, L.P.

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BeyondSpring Inc. [ BYSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/29/2025		S		800	D	$1.74(1)	1,908,825	I	By Decheng Capital China Life Sciences USD Fund III, L.P.(2)
Ordinary Shares	09/02/2025		S		2,800	D	$1.78(3)	1,906,025	I	By Decheng Capital China Life Sciences USD Fund III, L.P.(2)
Ordinary Shares	09/03/2025		S		1,270	D	$1.81(4)	1,904,755	I	By Decheng Capital China Life Sciences USD Fund III, L.P.(2)
Ordinary Shares								1,617,409	I	By Decheng Capital China Life Sciences USD Fund II, L.P.(5)
Ordinary Shares								891,734	I	By Decheng Capital Global Healthcare Fund (Master), LP(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Decheng Capital China Life Sciences USD Fund III, L.P.

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Decheng Capital Management III (Cayman), LLC

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Decheng Capital China Life Sciences USD Fund II, L.P.

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Decheng Capital Global Healthcare Fund (Master), LP

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Decheng Capital Global Healthcare GP, LLC

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cui Xiangmin

(Last) (First) (Middle)

C/O DECHENG CAPITAL

3000 SAND HILL ROAD, BLDG. 2, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.72 to $1.80 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. These securities are held directly by Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III"). Decheng Capital Management III (Cayman), LLC ("GP III") is the general partner of Fund III. Dr. Cui is the manager of GP III. Each of Fund III, GP III and Dr. Cui may be deemed to beneficially own the securities held by Fund III. Each of GP III and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.67 to $1.84 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.79 to $1.84 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. These securities are held directly by Decheng Capital China Life Sciences USD Fund II, L.P. ("Fund II"). Decheng Capital Management II (Cayman), LLC ("GP II") is the general partner of Fund II. Dr. Cui is the manager of GP II. Each of Fund II, GP II and Dr. Cui may be deemed to beneficially own the securities held by Fund II. Each of GP II and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

6. These securities are held directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). Decheng Capital Global Healthcare GP, LLC ("Healthcare GP") is the general partner of Healthcare. Dr. Cui is the manager of Healthcare GP. Each of Healthcare GP and Dr. Cui may be deemed to beneficially own the securities held by Healthcare. Each of Healthcare GP and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

	Decheng Capital China Life Sciences USD Fund III, L.P., By Decheng Capital Management III (Cayman), LLC, its General Partner, By /s/ Xiangmin Cui, Manager	09/03/2025
	Decheng Capital Management III (Cayman), LLC, By /s/Xiangmin Cui, Manager	09/03/2025
	Decheng Capital China Life Sciences USD Fund II, L.P., By Decheng Capital Management II (Cayman), LLC, its General Partner, By /s/ Xiangmin Cui, Manager	09/03/2025
	Decheng Capital Global Healthcare Fund (Master), LP, By Decheng Capital Global Healthcare GP, LLC, its General Partner, By Decheng Capital LLC, its Manager, By /s/ Xiangmin Cui, Manager	09/03/2025
	Decheng Capital Global Healthcare GP, LLC, By Decheng Capital LLC, its Manager, By /s/ Xiangmin Cui, Manager	09/03/2025
	/s/ Xiangmin Cui	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What shares did Decheng Capital sell in the BYSI Form 4?

Decheng Capital China Life Sciences USD Fund III sold 800 shares on 08/29/2025, 2,800 shares on 09/02/2025, and 1,270 shares on 09/03/2025.

At what prices were the BYSI shares sold?

The filing reports weighted-average prices with ranges: transactions on 08/29/2025 at a weighted average of $1.72–$1.80, on 09/02/2025 at $1.67–$1.84, and on 09/03/2025 at $1.79–$1.84 (footnote clarifies weighted averages).

How many BYSI shares do the affiliated Decheng entities still beneficially own?

The reported remaining beneficial holdings are 1,904,755 (Fund III), 1,617,409 (Fund II), and 891,734 (Healthcare), totaling 4,413,898 shares.

Who may be deemed to beneficially own the reported BYSI shares?

Footnotes state the securities are held directly by the funds; Decheng GP entities and Dr. Xiangmin Cui may be deemed to beneficially own the securities but disclaim ownership except for proportionate pecuniary interests.

Were any derivative transactions reported in this Form 4 for BYSI?

No derivative securities or related transactions are reported in Table II of the filing.