BeyondSpring Inc. Schedule 13G/A reports beneficial ownership by Decheng-related funds and individuals as of June 30, 2025. Dr. Xiangmin Cui and affiliated Decheng entities collectively hold disclosed stakes through multiple Cayman-structured funds and management companies. Individually reported holdings include 1,979,072 shares by Decheng Capital China Life Sciences USD Fund III (4.9%), 1,617,409 shares by Fund II (4.0%), and 935,000 shares by Decheng Capital Global Healthcare Fund (2.3%), for a total beneficial ownership by Dr. Cui of 4,531,481 shares, representing 11.2% of outstanding ordinary shares based on 40,316,320 shares outstanding.
The filing states voting and dispositive power is shared among GP entities and identifies Dr. Cui as manager and ultimate beneficial owner of the reporting entities. The statement certifies the holdings were not acquired to change or influence control.
Positive
None.
Negative
None.
Insights
TL;DR: Significant insider-aligned stake disclosed—11.2% beneficial ownership by Dr. Cui via Decheng funds; notable for shareholder structure.
The filing details concentrated ownership: multiple Decheng funds collectively control 4,531,481 ordinary shares (11.2%). The largest single fund position is 1,979,072 shares (4.9%), and holdings are reported as shared voting and dispositive power through GP entities. For investors, an 11.2% beneficial owner is a material disclosure affecting free float and potential voting blocs. The filing contains no transaction details, performance data, or change-of-control intent; it is a passive reporting of ownership as required by Section 13.
TL;DR: Governance implications notable—Dr. Cui is identified as manager and indirect beneficial owner of multiple reporting entities holding 11.2%.
The Schedule 13G/A clarifies governance lines: GP II/GP III and Healthcare GP share voting and investment authority for the funds, and Dr. Cui is the sole manager or indirect managing member of those GPs. This centralization of authority across funds means a single individual has coordinated influence over the disclosed positions. The filing explicitly certifies absence of intent to change control. The disclosure is thorough for ownership and authority but contains no agreements, voting commitments, or plans beyond the ownership structure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
BeyondSpring Inc.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G10830100
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Decheng Capital Management III (Cayman), LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,979,072.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,979,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,979,072.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Decheng Capital China Life Sciences USD Fund III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,979,072.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,979,072.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,979,072.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Decheng Capital China Life Sciences USD Fund II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,617,409.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,617,409.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,617,409.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Decheng Capital Management II (Cayman), LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,617,409.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,617,409.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,617,409.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Decheng Capital Global Healthcare Fund (Master), LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
935,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
935,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
935,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Decheng Capital Global Healthcare GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
935,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
935,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
935,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G10830100
1
Names of Reporting Persons
Xiangmin Cui
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,531,481.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,531,481.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,531,481.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BeyondSpring Inc.
(b)
Address of issuer's principal executive offices:
100 Campus Drive, West Side, 4th Floor, Suite 410, Florham Park, NJ, 07932.
Item 2.
(a)
Name of person filing:
Decheng Capital China Life Sciences USD Fund II, L.P. ("Fund II")
Decheng Capital Management II (Cayman), LLC ("GP II")
Decheng Capital China Life Sciences USD Fund III, L.P. ("Fund III")
Decheng Capital Management III (Cayman), LLC ("GP III")
Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare")
Decheng Capital Global Healthcare GP, LLC ("Healthcare GP")
Xiangmin Cui ("Dr. Cui")
(b)
Address or principal business office or, if none, residence:
c/o Decheng Capital
3000 Sand Hill Road, Building 2, Suite 110
Menlo Park, CA 94025
(c)
Citizenship:
Fund II Cayman Islands
GP II Cayman Islands
Fund III Cayman Islands
GP III Cayman Islands
Healthcare Cayman Islands
Healthcare GP Cayman Islands
Dr. Cui United States
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G10830100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 1,979,072 ordinary shares held directly by Fund IIII; (ii) 1,617,409 ordinary shares held directly by Fund II; and (iii) 935,000 ordinary shares held directly by Healthcare.
GP II is the general partner of Fund II and shares voting and investment authority over the shares held by Fund II. GP III is the general partner of Fund III and shares voting and investment authority over the shares held by Fund III. Healthcare GP is the general partner of Healthcare and shares voting and investment authority over the shares held by Healthcare. Dr. Cui is the sole manager of each of GP II and GP III and the indirect managing member and ultimate beneficial owner of Healthcare GP. Dr. Cui shares voting and investment authority over the shares held by each of Fund II, Fund III and Healthcare.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025, and is incorporated by reference. The percentage set forth in each row 11 is based upon 40,316,320 ordinary shares outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 12, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Decheng Capital Management III (Cayman), LLC
Signature:
/s/ Xiangmin Cui
Name/Title:
By Xiangmin Cui, Manager
Date:
08/14/2025
Decheng Capital China Life Sciences USD Fund III, L.P.
Signature:
/s/ Xiangmin Cui
Name/Title:
By Decheng Capital Management III (Cayman), LLC, its General Partner, by Xiangmin Cui, Manager
Date:
08/14/2025
Decheng Capital China Life Sciences USD Fund II, L.P.
Signature:
/s/ Xiangmin Cui
Name/Title:
By Decheng Capital Management II (Cayman), LLC, its General Partner, by Xiangmin Cui, Manager
Date:
08/14/2025
Decheng Capital Management II (Cayman), LLC
Signature:
/s/ Xiangmin Cui
Name/Title:
By Xiangmin Cui, Manager
Date:
08/14/2025
Decheng Capital Global Healthcare Fund (Master), LP
Signature:
/s/ Xiangmin Cui
Name/Title:
By Decheng Capital Global Healthcare GP, LLC, its General Partner, By Decheng Capital LLC, its Manager, by Xiangmin Cui, Manager
Date:
08/14/2025
Decheng Capital Global Healthcare GP, LLC
Signature:
/s/ Xiangmin Cui
Name/Title:
By Decheng Capital LLC, its Manager, by Xiangmin Cui, Manager
Date:
08/14/2025
Xiangmin Cui
Signature:
/s/ Xiangmin Cui
Name/Title:
Xiangmin Cui
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of November 14, 2024, (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13G filed with the SEC on November 14, 2024).
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
