I-Mab SEC Filings

I-Mab (IMAB) reports follow-up details on its Greater China divestiture and related equity interests in TJBio Hangzhou. The company completed an equity transfer that converted a former wholly owned subsidiary into an affiliate and received contingent consideration of up to $80 million (RMB equivalent) tied to future regulatory and sales milestones. Concurrently the group invested $19.0 million in TJBio Hangzhou's Series C and, after repurchases and the Series C investment, held approximately 15% ownership as of December 31, 2024, with no change through June 30, 2025.

I-Mab records an estimated equity value for TJBio Hangzhou of $34.5 million and an estimated put right liability valued at $2.0 million. The company previously expected potential repurchase obligations in the $30–35 million range, which were later addressed through repurchase agreements. As part of a January 2025 strategic reprioritization, I-Mab paused internal development of uliledlimab pending Phase 2 data from TJBio Hangzhou. The filing also notes expected near-term decreases in R&D and administrative expenses due to the divestiture and internal restructuring.

I-Mab, a Cayman Islands company with principal offices in Rockville, Maryland, has filed a Form S-8 registration statement to register ordinary shares for issuance under its 2025 Omnibus Share Incentive Plan and 2025 Share Incentive Scheme. These equity plans are designed to cover participants such as employees or other eligible service providers under company incentive arrangements.

The filing incorporates by reference the company’s latest Annual Report on Form 20-F and multiple recent Form 6-K reports, so future SEC filings will automatically update this registration. I-Mab describes broad indemnification protections for its directors and officers under Cayman Islands law, supported by separate indemnification agreements and a directors and officers liability insurance policy. The document also lists key governing and plan-related exhibits, including the new incentive plans and related agreements.

I-Mab reported several governance and equity compensation changes. The Board appointed Wei Fu as Executive Chairman and Dr. Sean Cao as Chief Business Development Officer, with Dr. Cao stepping down from the audit and compensation committees but remaining a non-independent director.

The Board adopted a 2025 Omnibus Share Incentive Plan authorizing up to 18,810,820 ordinary shares (8,178,617 ADSs) plus certain carryover shares from prior plans, and a 2025 Share Incentive Scheme for up to 13,238,741 ordinary shares, equal to 5% of shares outstanding as of September 3, 2025.

On the effective date, I-Mab granted options under the 2025 Plan to buy 15,048,656 ordinary shares to Wei Fu and 940,536 ordinary shares to Dr. Cao, with exercise prices tied to recent ADS trading prices and vesting based on multi-year time schedules and ADS price performance thresholds. Dr. Cao also received RSUs for 940,546 ordinary shares vesting over four years.

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.

I-Mab submitted a Form 6-K as a foreign private issuer to furnish a press release covering its financial results for the three and six months ended June 30, 2025, and a business update. The press release is included as Exhibit 99.1 and provides details on the company’s second quarter 2025 performance.

The filing also states that the information in this Form 6-K, including Exhibit 99.1, is incorporated by reference into I-Mab’s existing registration statements on Form F-3 and multiple Form S-8 registrations, making the disclosed information part of those offering documents from the filing date.

I-Mab submitted a Form 6-K that makes a new press release part of several existing registration statements on Form F-3 and Form S-8. This means the information in the press release is now formally included in the company’s U.S. securities offering documents.

The incorporated press release announces that I-Mab has completed enrollment in its planned Phase 1b dose expansion study of givastomig in combination with immunochemotherapy for patients receiving first-line treatment for gastric cancers. Completing enrollment is an early clinical milestone that allows the study to move fully into the data-collection and analysis phase.