UNDERWRITTEN OFFERING
On August 1, 2025, I-Mab (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Leerink Partners LLC as the representative of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the
Company in an underwritten offering (the “Offering”) of 33,333,330 American depositary shares (“ADSs”), each ten (10) American depositary shares representing twenty-three (23) ordinary
shares, representing, in the aggregate, 76,666,659 ordinary shares, par value $0.0001 per share, of the Company at an offering price of $1.95 per ADS. Gross proceeds from the Offering, before deducting underwriting discounts and commissions and
offering expenses payable by the Company, are expected to be approximately $65 million.
The Offering was made pursuant to the
Company’s shelf registration statement on Form F-3 (File No. 333-286954), which was declared effective by the Securities and Exchange Commission
(the “SEC”) on May 15, 2025, as supplemented by a prospectus supplement dated August 1, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering is expected to close on or about August 5, 2025, subject to customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under
the Securities Act, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete, does not purport to be a complete description of the rights and
obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.
The legal opinion of Harneys Westwood & Riegels, the Company’s counsel as to Cayman Islands law, relating to the legality of the
issuance and sale of the ordinary shares underlying the ADSs offered in the Offering is filed herewith as Exhibit 5.1 and incorporated by reference herein.
On August 1, 2025, the Company issued a press release announcing the Offering. The press release is furnished as Exhibit 99.1 hereto.
Forward-Looking Statements
Statements in this Report on Form 6-K that are not strictly historical in nature, including
statements regarding the Company’s expectations with respect to the closing of the Offering and the receipt of gross proceeds, are forward-looking statements. These statements are only predictions based on current information and expectations
and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and risks relating to the satisfaction of
customary closing conditions for an offering of securities. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of this
report. The Company undertakes no obligation to publicly update or revise the information in this report, including any forward-looking statements, except as may be required by law.
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