[SCHEDULE 13D/A] I-MAB American SEC Filing
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
I-MAB (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Including Ordinary Shares Underlying American Depository Shares) (Title of Class of Securities) |
44975P103 (CUSIP Number) |
Jianming Ma c/o CBC Group, 62F Tower 1, Plaza 66, 1266 West Nanjing Shanghai, F4, 200040 86 21 80123200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
CBC Investment I-Mab Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,784,164.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
IBC Investment Seven Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,641,554.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
CBC SPVII LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,574,560.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
C-Bridge II Investment Ten Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,369,546.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
Nova Aqua Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,122,768.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
C-Bridge Healthcare Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,153,710.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
C-Bridge Healthcare Fund GP II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,153,710.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
C-Bridge Capital GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,369,824.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
I-Bridge Healthcare Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,216,114.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
I-Bridge Healthcare GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,216,114.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
I-Bridge Capital GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,216,114.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 44975P103 |
| 1 |
Name of reporting person
Wei Fu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,492,595.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share (Including Ordinary Shares Underlying American Depository Shares) | |
| (b) | Name of Issuer:
I-MAB | |
| (c) | Address of Issuer's Principal Executive Offices:
2440 Research Blvd., Suite 400, Rockville,
MARYLAND
, 20850. | |
Item 1 Comment:
Explanatory Note: This statement constitutes Amendment No. 1 ("Amendment No. 1") to the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 5, 2025 (the "Schedule 13D"), jointly by (i) CBC Investment I-Mab Limited, a British Virgin Islands company ("CBC"), (ii) IBC Investment Seven Limited, a Hong Kong company ("IBC"), (iii) CBC SPVII Limited, a Hong Kong ("CBC SPVII"), (iv) C-Bridge II Investment Ten Limited, a British Virgin Islands company ("C-Bridge"), (v) Nova Aqua Limited, a British Virgin company ("Nova"), (vi) C-Bridge Healthcare Fund II, L.P., a Cayman Islands limited partnership ("C-Bridge Healthcare"), (vii) C-Bridge Healthcare Fund GP II, L.P., a Cayman Islands limited partnership ("C-Bridge Healthcare GP"), (viii) C-Bridge Capital GP, Ltd., a Cayman Islands company ("C-Bridge Capital"), (ix) I-Bridge Healthcare Fund, L.P., a Cayman Islands limited partnership ("I-Bridge"), (x) I-Bridge Healthcare GP, L.P., a Cayman Islands limited partnership ("I-Bridge GP"), (xi) I-Bridge Capital GP, Ltd., a Cayman Islands company ("I-Bridge Capital"), (xii) Wei Fu, a citizen of Singapore ("Mr. Fu" and collectively, the "Reporting Persons"), and (xiii) Everest Medicines Limited, a Cayman Islands company ("Everest").
This Amendment No. 1 constitutes an amendment only with respect to the Reporting Persons. Subsequent to the filing of the Schedule 13D, the Reporting Persons have elected to file future reports under Section 13 of the Exchange Act separately from Everest, and have determined that the Reporting Persons no longer beneficially own the Ordinary Shares held of record and beneficially by Everest. As of the date of this filing, Everest has reported, in a separate amendment to the Schedule 13D, that it beneficially owns an aggregate of 42,524,716 Ordinary Shares (the "Everest Shares"). The beneficial ownership information included in this Amendment No. 1 does not include the Everest Shares. The Reporting Persons explicitly disclaim beneficial ownership of the Everest Shares and the existence of a "group," within the meaning of Section 13(d)(5) and Rule 13d-5 of the Exchange Act, among the Reporting Persons and Everest. The reference to the Everest Shares herein, as well as the previous filing of Section 13 reports jointly by the Reporting Persons and Everest, shall not be deemed to be an admission that the Reporting Persons and Everest constitute, or have ever constituted, a group or that any Reporting Person beneficially owns, within the meaning of Section 13 of the Exchange Act, the Everest Shares. On a going forward basis, the Reporting Persons do not intend to amend this filing to reflect changes in Everest's beneficial ownership of Ordinary Shares and the Reporting Persons direct investors to the separate Section 13 reports filed by Everest for such information.
Except as amended hereby, the Schedule 13D remains in full force and effect. All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Responses to each item of the Schedule 13D, as amended by this Amendment No. 1, are incorporated by reference into the responses to each other item, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 is filed by (i) CBC, (ii) IBC, (iii) CBC SPVII, (iv) C-Bridge, (v) Nova, (vi) C-Bridge Healthcare, (vii) C-Bridge Healthcare GP, (viii) C-Bridge Capital, (ix) I-Bridge, (x) I-Bridge GP, (xi) I-Bridge Capital, and (xii) Mr. Fu.
| |
| (c) | CBC Investment I-Mab Limited and C-Bridge II Investment Ten Limited are principally engaged in making investments and are controlled by C-Bridge Healthcare Fund II, L.P., which is principally engaged in making investments and whose general partner is C-Bridge Healthcare Fund GP II, L.P., and its general partner is C-Bridge Capital GP, Ltd.
CBC SPVII Limited and IBC Investment Seven Limited are principally engaged in making investments and are controlled by I-Bridge Healthcare Fund, L.P., which is principally engaged in making investments, whose general partner is I-Bridge Healthcare GP, L.P., and its general partner is I-Bridge Capital GP, Ltd., which is indirectly controlled by C-Bridge Capital GP, Ltd.
C-Bridge Healthcare Fund GP II, L.P., C-Bridge Capital GP, Ltd. and I-Bridge Healthcare GP, L.P. are principally engaged in being the general partner of their respective partnerships.
Mr. Wei Fu may be deemed to control C-Bridge Capital GP, Ltd. and is principally engaged in making and managing investments.
Nova Aqua Limited is held through a trust established by Mr. Wei Fu and is principally engaged in holding assets. | |
| (f) | Each of CBC, C-Bridge and Nova is a British Virgin Islands company. Each of IBC and CBC SPVII is a Hong Kong company. Each of C-Bridge Capital and I-Bridge Capital is a Cayman Islands company. Each of C-Bridge Healthcare, C-Bridge Healthcare GP, I-Bridge and I-Bridge GP is a Cayman Islands limited partnership. Mr. Fu is a citzen of Singapore. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | CBC is the record owner of 11,784,164 ordinary shares represented by 5,123,549 American Depositary Shares ("ADSs") (each ten (10) ADSs representing twenty-three (23) ordinary shares). CBC is controlled by C-Bridge Healthcare, C-Bridge Healthcare GP is the general partner of C-Bridge Healthcare, C-Bridge Capital is the general partner of C-Bridge Healthcare GP and Mr. Fu may be deemed to control C-Bridge Capital.
IBC is the record owner of 3,641,544 ordinary shares represented by 1,583,284 ADSs. IBC is controlled by I-Bridge, I-Bridge GP is the general partner of I-Bridge, C-Bridge Capital is the general partner of I-Bridge GP and Mr. Fu imay be deemed to control C-Bridge Capital.
CBC SPVII is the record owner of 5,574,560 ordinary shares represented by 2,423,721 ADSs. CBC SPVII is controlled by I-Bridge, I-Bridge GP is the general partner of I-Bridge, C-Bridge Capital is the general partner of I-Bridge GP and Mr. Fu may be deemed to control C-Bridge Capital.
C-Bridge is the record owner of 2,369,546 ordinary shares represented by 1,030,237 ADSs. C-Bridge is controlled by C-Bridge Healthcare, C-Bridge Healthcare GP is the general partner of C-Bridge Healthcare, C-Bridge Capital is the general partner of C-Bridge Healthcare GP and Mr. Fu may be deemed to control C-Bridge Capital.
Nova is the record owner of 4,122,768 ordinary shares. The shares are held through a trust which was established by Mr. Fu (as the settlor) for the benefit of Mr. Wei Fu and his family.
Each of CBC, IBC, CBC SPVII, C-Bridge, Nova, C-Bridge Healthcare, C-Bridge Healthcare GP, C-Bridge Capital, I-Bridge, I-Bridge GP, I-Bridge Capital and Mr. Fu may be deemed to beneficially own 4.5%, 1.4%, 2.1%, 0.9%, 1.6%, 5.4%, 5.4%, 8.8%, 3.5%, 3.5%, 3.5% and 10.4%, respectively, of the Issuer's outstanding ordinary shares, which percentages are calculated based on 264,485,455 ordinary shares outstanding following the completion of an underwritten offering, as described in the Issuers prospectus supplement, dated August 1, 2025, filed by the Issuer with Securities and Exchange Commission on August 4, 2025. | |
| (b) | CBC shares voting and dispositive power over 11,784,164 ordinary shares represented by 5,123,549 ADSs.
IBC shares voting and dispositive power over 3,641,544 ordinary shares represented by 1,583,284 ADSs.
CBC SPVII shares voting and dispositive power over 5,574,560 ordinary shares represented by 2,423,721 ADSs.
C-Bridge shares voting and dispositive power over 2,369,546 ordinary shares represented by 1,030,237 ADSs.
Nova shares voting and dispositive power over 4,122,768 ordinary shares.
C-Bridge Healthcare shares voting and dispositive power over 14,153,710 ordinary shares represented by 6,153,786 ADSs.
C-Bridge Healthcare GP shares voting and dispositive power over 14,153,710 ordinary shares represented by 6,153,786 ADSs.
C-Bridge Capital shares voting and dispositive power over 23,369,824 ordinary shares represented by 10,160,793 ADSs.
I-Bridge shares voting and dispositive power over 9,216,114 ordinary shares represented by 4,007,006 ADSs.
I-Bridge GP shares voting and dispositive power over 9,216,114 ordinary shares represented by 4,007,006 ADSs.
I-Bridge Capital shares voting and dispositive power over 9,216,114 ordinary shares represented by 4,007,006 ADSs.
Mr. Fu shares voting and dispositive power over 27,492,595 ordinary shares represented by 11,953,301 ADSs. | |
| 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.
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