I-Mab (IMAB) names new independent directors and forms R&D committee

Rhea-AI Filing Summary

I-Mab reported several board and governance changes. On August 22, 2025, the board appointed Dr. Robert Lenz and Ms. Xin Liu as independent directors, with Ms. Liu also joining the Audit Committee. The board created a new Research and Development Committee, chaired by Dr. Lenz with Dr. Sean Cao and Dr. Sean Fu as members, underscoring a focus on R&D oversight.

Mr. Lielie Zhang resigned from the board effective August 20, 2025, for personal reasons and not due to any disagreement with the company. Dr. Lenz brings extensive senior R&D leadership experience from Neumora Therapeutics, Amgen, and Abbott, while Ms. Liu contributes a background in healthcare-focused investing. Dr. Lenz will receive cash retainers and equity grants under the company’s non-executive director compensation policy, while Ms. Liu will not receive compensation for her board or Audit Committee service. The new directors will enter into standard indemnification agreements, and the related press release is incorporated by reference into existing registration statements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-39173

I-MAB

2440 Research Boulevard, Suite 400

Rockville, MD 20850

(Address of principal executive offices)

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

Form 20-F ☒                Form 40-F ☐

Directorate Change

On August 22, 2025, the board of directors (the “Board”) of I-MAB (“I-Mab” or the “Company”) appointed Dr. Robert Lenz and Ms. Xin Liu as independent members of the Board, effective immediately. Ms. Liu has also been appointed as a member of the Audit Committee of the Board. The Board also formed a Research and Development Committee (the “R&D Committee”). Dr. Robert Lenz has been appointed as chairman of the R&D committee, with Dr. Sean Cao and Dr. Sean Fu appointed as members of the R&D committee.

Mr. Lielie Zhang resigned as a member of the Board, effective August 20, 2025, due to personal reasons and not as a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

Dr. Lenz most recently served as Executive Vice President, Head of Research and Development of Neumora Therapeutics, Inc. (“Neumora”), a position he held from September 2023 to March 2025. Prior to Neumora, from 2012 to September 2023, Dr. Lenz served in various leadership roles at Amgen Inc.; including Senior Vice President, Head of Global Development, from May 2020 to September 2023, and Vice President, Head of Center for Design and Analysis, Inflammation, Neurology and Nephrology Development Franchise Head, from 2018 to 2020. Prior to joining Amgen in 2012, Dr. Lenz was with Abbott Laboratories from 2004 to 2012 also in roles of escalating responsibility, starting his career as Assistant Medical Director and serving as Divisional Vice President, Neuroscience, Anesthesia, Psychiatry Development from 2011 to 2012. Dr. Lenz completed his residency in Neurology at the University of California, Los Angeles and received his MD and PhD degrees from the University of Maryland School of Medicine. Dr. Lenz received his undergraduate degree from Dickinson College.

Ms. Xin Liu currently serves as Investment Director, Healthcare Group of Hony Capital, a position she has held since August 2023. Prior to that, from 2019 to September 2022, Ms. Liu was Vice President of Investment at CCBPE. From 2016 to 2018 she served as Investment Manager, Healthcare Investment Group at the Fosun Group. Ms. Liu earned a Master of Engineering, Enterprise Information System Engineering and Management from Harrisburg University, and a Master, Finance from the Massachusetts Institute of Technology. Ms. Liu received her undergraduate degree in finance and mathematics from Washington University in St. Louis.

Dr. Lenz will be entitled to applicable cash retainer fees and an initial and annual equity grant pursuant to the Company’s Non-Executive Director Compensation Policy. Ms. Liu will not receive any compensation for her service as a director or Audit Committee member. Dr. Lenz and Ms. Liu will enter into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.3 to the Company’s Registration Statement on Form F-1 (File No. 333-234363), as amended, initially filed with the SEC on October 29, 2019. There are no arrangements or understandings between Dr. Lenz or Ms. Liu and any other persons pursuant to which they were appointed as directors, and there are no related-party transactions in which Dr. Lenz or Ms. Liu has an interest requiring disclosure.

Incorporation by Reference

A copy of the full text of the press release referenced above is filed as Exhibit 99.1 hereto and is incorporated herein by reference. The information and exhibits set forth in this Form 6-K shall be deemed to be incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-286954) and Form S-8 (File No. 333-239871, File No. 333-256603, File No. 333-265684 and File No. 333-279842) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release - I-Mab Announces the Appointment of Seasoned Biotech Executives to Board of Directors and the Scientific Advisory Board, and the Formation of a Research and Development Committee

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, thereunto duly authorized.

	I-MAB
	By	:	/s/ Joseph Skelton
	Name	:	Joseph Skelton
	Title	:	Chief Financial Officer

Date: August 25, 2025

FAQ

What board changes did I-Mab (IMAB) disclose in this Form 6-K?

I-Mab disclosed that Dr. Robert Lenz and Ms. Xin Liu were appointed as independent directors effective August 22, 2025, and that Mr. Lielie Zhang resigned from the board effective August 20, 2025 for personal reasons.

What new committee did I-Mab (IMAB) establish and who serves on it?

The company formed a Research and Development Committee. Dr. Robert Lenz was appointed chairman, with Dr. Sean Cao and Dr. Sean Fu serving as members.

Did I-Mab (IMAB) indicate any disagreement related to the resignation of Lielie Zhang?

No. The filing states that Mr. Lielie Zhang resigned for personal reasons and not as a result of any disagreement with the company on operations, policies, or practices.

What is the professional background of new director Dr. Robert Lenz at I-Mab (IMAB)?

Dr. Lenz most recently served as Executive Vice President, Head of Research and Development at Neumora Therapeutics and previously held senior R&D leadership roles at Amgen Inc. and Abbott Laboratories, with an MD and PhD in medicine and neurology training.

What experience does new director Xin Liu bring to I-Mab (IMAB)?

Xin Liu is Investment Director, Healthcare Group at Hony Capital and has prior healthcare investment roles at CCBPE and Fosun Group. She holds advanced degrees in engineering and finance, including a finance master’s from the Massachusetts Institute of Technology.

How will Dr. Lenz and Xin Liu be compensated for their roles at I-Mab (IMAB)?

Dr. Lenz will receive cash retainer fees and initial and annual equity grants under the company’s Non-Executive Director Compensation Policy. Ms. Liu will not receive any compensation for her service as a director or Audit Committee member.

Are the new I-Mab (IMAB) directors party to any special arrangements or related-party transactions?

The company states there are no arrangements or understandings with other persons under which Dr. Lenz or Ms. Liu were appointed, and no related-party transactions involving them that require disclosure.