[6-K] I-MAB American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 11 July 2025, I-MAB (Nasdaq: IMAB) submitted a Form 6-K to notify investors that it has amended its 15 May 2025 prospectus covering the offer and sale of up to US$21 million in American Depositary Shares (ADSs). Each block of ten ADSs represents twenty-three ordinary shares with a par value of US$0.0001. The prospectus is part of the company’s shelf Registration Statement on Form F-3 (File No. 333-286954).
The filing attaches a Cayman Islands legal opinion from Harney Westwood & Riegels (Exhibit 5.1) together with the corresponding consent (Exhibit 23.1), confirming the validity of the ADSs and underlying ordinary shares. The 6-K states that the information and exhibits are incorporated by reference into the existing Form F-3 and several Form S-8 registration statements covering share-based compensation plans.
No operating or financial results are disclosed. The amendment maintains regulatory compliance and keeps the shelf registration effective, giving I-MAB flexibility to raise up to US$21 million when market conditions permit. While this improves liquidity options, it may also lead to equity dilution for current shareholders if the full amount is issued.

Positive

• Shelf registration remains effective, giving the company flexibility to raise up to US$21 million when opportune.
• Legal opinion and consent filed, reducing execution risk and demonstrating regulatory compliance.

Negative

• Potential equity dilution if the full US$21 million ADS offering is executed.
• Filing offers no operational or earnings information, leaving investors without insight into current performance or cash runway.

Insights

Securities Analyst

TL;DR – Neutral: keeps capital window open, modest dilution risk.

The 6-K merely updates legal documentation for an existing Form F-3. Because the maximum raise is capped at US$21 million, the potential dilution is limited relative to large biotech financings, yet meaningful for smaller-cap companies. The attached legal opinion removes an execution hurdle, signalling readiness to issue shares quickly if funding is needed. Absent earnings data, credit metrics or pipeline updates, the filing is administratively important but not fundamentally transformative. Overall impact on valuation is neutral unless or until the company actually sells ADSs.

Biotech Equity Specialist

TL;DR – Slight downside due to dilution overhang.

Investors must now factor in issuance of up to US$21 million in new ADSs—effectively expanding the free float and exerting downward pressure on share price until the offering clears. As no partnership cash or milestone revenue is disclosed, the raise appears intended for general corporate purposes, hinting at ongoing cash burn typical of clinical-stage biotech. Still, the modest size limits balance-sheet transformation. The filing is therefore modestly negative but not catastrophic.

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 July 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 ☐

On July 11, 2025, I-MAB (the “Company”) filed an amendment to its prospectus, dated May 15, 2025 (the “Prospectus”), relating to the offer and sale of up to $21,000,000 of the Company’s American Depositary Shares (“ADSs”), each ten (10) ADSs representing twenty-three (23) ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Prospectus is part of a Registration Statement on Form F-3 filed on May 2, 2025 (File No. 333-286954).

A copy of the opinion of Harney Westwood & Riegels, the Company’s counsel as to Cayman Islands law, relating to the validity of the ADSs, and the underlying Ordinary Shares, to be issued in connection with the Prospectus, as amended, is filed with this Report on Form 6-K as Exhibit 5.1.

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
5.1	Opinion of Harney Westwood & Riegels.
23.1	Consent of Harney Westwood & Riegels (included in Exhibit 5.1).

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: July 11, 2025

FAQ

How much capital can I-MAB (IMAB) raise under the amended prospectus?

The prospectus amendment covers the sale of up to US$21 million in ADSs.

What does each I-MAB ADS represent?

Each 10 ADSs represent 23 ordinary shares with a par value of US$0.0001 per share.

Which registration statement does the amended prospectus belong to?

It is part of I-MAB’s Form F-3 shelf registration (File No. 333-286954).

What legal documents were filed with the Form 6-K?

Exhibit 5.1 is the opinion of Harney Westwood & Riegels; Exhibit 23.1 is their consent, included within Exhibit 5.1.

Will the amended prospectus information affect other I-MAB filings?

Yes. The 6-K states the information is incorporated by reference into the existing Form F-3 and several Form S-8 filings.