Legend Biotech (NASDAQ: LEGN) prices $226M ADS sale to raise cash
Rhea-AI Filing Summary
Legend Biotech Corporation launched an underwritten public offering of 7,700,000 American Depositary Shares (ADSs), each representing two ordinary shares, at $29.35 per ADS. All ADSs are being sold by the company under its effective shelf registration.
The company expects net proceeds of approximately $211.6 million after underwriting discounts and expenses, assuming the underwriters do not exercise their option. The underwriters also have a 30-day option to buy up to 1,155,000 additional ADSs. The offering is expected to close on June 23, 2026, subject to customary conditions.
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Insights
Legend Biotech is raising over $200 million through an underwritten ADS sale.
Legend Biotech entered an underwriting agreement for 7,700,000 ADSs at $29.35 per ADS, all sold by the company. Each ADS represents two ordinary shares, making this a primary equity raise under an existing shelf registration.
The company expects net proceeds of about $211.6 million, excluding any additional shares under the 30-day option for 1,155,000 ADSs. The offering is scheduled to close on June 23, 2026, with standard underwriting terms, indemnities and legal opinions in place.
Actual dilution and capital impact will depend on whether the underwriters exercise their option and how the company ultimately deploys the cash, which may be detailed in the related prospectus supplement and future filings.
Key Figures
Key Terms
Underwriting Agreement financial
shelf registration statement regulatory
prospectus supplement regulatory
forward-looking statements regulatory
multiple myeloma medical
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
of the Securities Exchange Act of 1934
Date of Report: June 17, 2026
Commission File Number: 001-39307
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)
2101 Cottontail Lane
Somerset, New Jersey 08873
(Address of principal executive office)
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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Underwriting Agreement
On June 17, 2026, Legend Biotech Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley Asia Limited, Jefferies LLC, and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to the underwritten public offering (the “Offering”) of 7,700,000 American Depositary Shares (“ADSs”), representing 15,400,000 ordinary shares, at a price to the public of $29.35 per ADS. All of the ADSs are being offered by the Company. The Offering is expected to close on or about June 23, 2026, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriters a 30-day option to purchase up to 1,155,000 additional ADSs at the public offering price, less the underwriting discounts and commissions. The net proceeds to the Company from the Offering are expected to be approximately $211.6 million, after deducting underwriting discounts and commissions and estimated offering expenses, assuming no exercise by the Underwriters of their option to purchase additional ADSs.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-278050), which was filed and automatically effective on March 19, 2024, as supplemented by a prospectus supplement dated June 17, 2026.
The Underwriting Agreement contains customary representations, warranties and covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 is only a brief description of the terms of the Underwriting Agreement, 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 Underwriting Agreement that is filed as Exhibit 1.1 to this Form 6-K and incorporated by reference herein. The legal opinion of Maples and Calder (Hong Kong) LLP relating to the ordinary shares underlying the ADS offered in the Offering is filed as Exhibit 5.1 to this Form 6-K and incorporated by reference herein.
On June 17, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed as Exhibit 99.1 to this Form 6-K.
The information contained in this Form 6-K, including Exhibits 1.1 and 5.1 hereto, but excluding Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (Registration No. 333-278050 and 333-257625) and the Company’s Registration Statements on Form S-8 (Registration Nos. 333-283217 and 333-239478).
EXHIBIT LIST
| Exhibit | Description | |
| 1.1 | Underwriting Agreement | |
| 5.1 | Opinion of Maples and Calder (Hong Kong) LLP | |
| 23.1 | Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated June 17, 2026 | |
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.
| Legend Biotech Corporation | ||||||
| Date: June 22, 2026 |
By: |
/s/ Ying Huang | ||||
| Name: Ying Huang, Ph.D. | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
Legend Biotech Corporation Announces Pricing of Public Offering
BRIDGEWATER, NJ – June 17, 2026 – Legend Biotech Corporation (NASDAQ: LEGN) (“Legend Biotech” or the “Company”), a global leader in cell therapy, today announced the pricing of an underwritten public offering of 7,700,000 American Depositary Shares (“ADSs”), each representing two ordinary shares of the Company, at a public offering price of $29.35 per ADS. In addition, Legend Biotech has granted the underwriters a 30-day option to purchase up to an additional 1,155,000 ADSs at the public offering price, less underwriting discounts and commissions. All of the ADSs are being offered by Legend Biotech. The gross proceeds to Legend Biotech from the offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by Legend Biotech, are expected to be approximately $226 million, excluding any proceeds from the exercise of the underwriters’ option to purchase additional ADSs. The offering is expected to close on June 23, 2026, subject to customary closing conditions.
Morgan Stanley, Jefferies, Citigroup and Deutsche Bank Securities are serving as joint book-running managers for the offering.
The ADSs are being offered by Legend Biotech pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission (“SEC”). The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on June 17, 2026. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the final prospectus supplement and the accompanying prospectus can be obtained, when available, from Morgan Stanley Asia Limited, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: prospectus@morganstanley.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone: (877) 821-7388, or by email: prospectus_department@jefferies.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: (800) 831-9146; or Deutsche Bank Securities Inc., Attention: Prospectus Group, 1 Columbus Circle, New York, NY 10019, by telephone: (800) 503-4611, or by email: prospectus.cpdg@db.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Legend Biotech
With over 3,000 employees, Legend Biotech is the largest standalone cell therapy company and a pioneer in treatments that change cancer care forever. Legend Biotech is at the forefront of the CAR-T cell therapy revolution with CARVYKTI®, a one-time treatment for relapsed or refractory multiple myeloma, which it develops and markets with collaborator Johnson & Johnson. Centered in the United States, Legend Biotech is building an end-to-end cell therapy company by expanding its leadership to maximize CARVYKTI’s patient access and therapeutic potential. From this platform, Legend Biotech plans to drive future innovation across its pipeline of cutting-edge cell therapy modalities.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the closing of and expected gross proceeds from the public offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the proposed public offering on the anticipated terms or at all, and the other factors discussed in the “Risk Factors” section of Legend Biotech’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on March 10, 2026 as well as in Legend Biotech’s other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release as anticipated, believed, estimated or expected. Any forward-looking statements contained in this press release speak only as of the date hereof, and Legend Biotech specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not rely upon the information in this press release as current or accurate after its publication date.
INVESTOR CONTACT:
Jessie Yeung
Tel: (732) 956-8271
jessie.yeung@legendbiotech.com
PRESS CONTACT:
Kim Fox
Tel: (848) 388-8445
media@legendbiotech.com