BeOne Medicines repays and terminates China Merchants Bank facility

Accepted by SEC EDGAR 12/19/2025 - 06:01 AM EST

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Form Type

8-K

Rhea-AI Filing Summary

BeOne Medicines Ltd. has fully repaid and terminated a major credit facility with China Merchants Bank Co., Ltd. The company used a portion of the borrowings from its previously disclosed Facilities Agreement, arranged with The Hongkong and Shanghai Banking Corporation Limited and other lenders, to pay off all outstanding amounts under the prior CMB Credit Facility.

As part of this repayment, all commitments by China Merchants Bank to extend further credit, as well as all guarantees and security interests granted by BeOne Medicines under the CMB Credit Facility, were terminated. The company incurred no termination penalties in connection with ending this facility.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

FAQ

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What did BeOne Medicines Ltd. (ONC) disclose in this 8-K?

BeOne Medicines Ltd. disclosed that it fully repaid all outstanding amounts under its Facility Agreement with China Merchants Bank Co., Ltd. and terminated that credit facility, including all related commitments, guarantees and security interests.

How did BeOne Medicines Ltd. repay the CMB Credit Facility?

The company used a portion of the proceeds from borrowings under its existing Facilities Agreement, for which The Hongkong and Shanghai Banking Corporation Limited serves as global coordinator, arranger, agent and security agent, together with certain other lenders.

Were there any termination penalties for ending the CMB Credit Facility?

No. BeOne Medicines Ltd. stated that no termination penalties were incurred in connection with the termination of the CMB Credit Facility.

What agreements were affected by this BeOne Medicines Ltd. (ONC) update?

The update affects the Facility Agreement dated December 9, 2024 with China Merchants Bank Co., Ltd. (the CMB Credit Facility), which was fully repaid and terminated, and references the separate Facilities Agreement with a syndicate of lenders arranged by The Hongkong and Shanghai Banking Corporation Limited.

What commitments and security interests were terminated for BeOne Medicines Ltd.?

All commitments by China Merchants Bank to extend further credit under the CMB Credit Facility, as well as all guarantees and security interests granted by BeOne Medicines to that lender, were terminated.

Why is the termination of the CMB Credit Facility considered a material event for BeOne Medicines Ltd.?

The CMB Credit Facility was a material definitive agreement, and its full repayment and termination, including the end of all related commitments and security interests, represents a significant change in BeOne Medicines Ltd.’s financing arrangements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Form 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): December 16, 2025

BEONE MEDICINES LTD.

(Exact Name of Registrant as Specified in Charter)

Switzerland

001-37686

98-1209416

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

c/o BeOne Medicines I GmbH
94 Aeschengraben 27

Basel 4051
Switzerland

(Address of Principal Executive Offices) (Zip Code)

+41 61 685 19 00

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share

ONC

The NASDAQ Global Select Market

Ordinary Shares, par value $0.0001 per share*

06160

The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in its Current Report on Form 8-K filed on November 19, 2025, BeOne Medicines Ltd. (the “Company”) entered into the Facilities Agreement (the “Facilities Agreement”), by and among (i) certain subsidiaries of the Company listed in the Facilities Agreement, as guarantors, (ii) The Hongkong and Shanghai Banking Corporation Limited, as global coordinator, original mandated lead arranger and bookrunner, agent and security agent, and (iii) certain financial institutions listed in the Facilities Agreement, as lenders.

On December 16, 2025, the Company utilized a portion of the proceeds from borrowings under the Facilities Agreement to repay in full all outstanding amounts owed under the Company’s Facility Agreement, dated as of December 9, 2024, by and between the Company and China Merchants Bank Co., Ltd. (the “CMB Credit Facility”), and terminated all commitments by the lender to extend further credit under the CMB Credit Facility and all guarantees and security interests granted by the Company to the lender under the CMB Credit Facility. No termination penalties were incurred by the Company in connection with the termination of the CMB Credit Facility.

SIGNATURE

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 hereunto duly authorized.

BEONE MEDICINES LTD.

Date: December 19, 2025

By:

/s/ Chan Lee

Name:

Chan Lee

Title:

Senior Vice President, General Counsel

Source: View Original Filing on SEC EDGAR