| Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On April 14, 2025, as part of the lawfare against and harassment of the current Board installed by the Privy Council's Order and per Antiguan law following the non-appealable ruling by the Privy Council, a purported shareholder in this Issuer, Vivo Capital Surplus Fund VIII, L.P., or Vivo, filed a civil action in the U.S. District Court for the District of Massachusetts against 1Globe Capital LLC and Jiaqiang Li. See Vivo Capital Surplus Fund VIII, L.P. v. 1Globe Capital LLC and JiaQiang Li, Civil Action No. 25-10914 (D. Mass.).
This action mirrors the 2018 lawsuit filed by the same former management buyout group against the same defendants in Massachusetts, which was dismissed. The same plaintiff group has filed other actions in the U.S. District Court for the Southern District of New York and in the Hong Kong High Court against 1Globe Capital LLC and others, and their requests for preliminary relief have been uniformly dismissed.
In this new action, the plaintiff alleges a disclosure violation claim under Section 13(d) of the Securities Exchange Act of 1934, alleging that Defendants failed to disclose: (1) any information relating to Li, including that he is not a passive investor; (2) 1Globe Capital LLC and Li's aggregate beneficial ownership of Issuer stock; (3) the formation of an alleged group among 1Globe Capital LLC, Li, OrbiMed, and others; (4) a description, in Item 4 of Schedule 13D, of their plans and proposals regarding the Issuer; and (5) a description, in Item 6 of Schedule 13D, of their arrangements, understandings or relationships with others with respect to shares of the Issuer.
1Globe Capital LLC and Li intend to vigorously defend against these Plaintiff's claim, which they contend are not supported by evidence and include falsified stories. The allegations discussed above and numbered (1), (2), (4) and (5) related to an SEC investigation in 2018 and were included in the settlement between the SEC and 1Globe Capital LLC and Li, where 1Globe Capital LLC and Li neither admitted nor denied findings and which were resolved five years ago in May 2020. That settlement was referenced in Amendment No. 3 to Schedule 13D filed on December 21, 2020.
On June 30, 2025, the District Court denied Vivo "relief relating to governance outcomes and shareholder votes." In addition, the District Court granted, in part, its petition for preliminary relief, requiring, among other things, updated Schedule 13D disclosures. In response, 1Globe Capital LLC promptly filed Amendment No. 4, which, among other things, disclosed that, on June 27, 2025, the reporting persons started the process of casting their votes for the Special Meeting of the Issuer's shareholders to be held on July 8, 2025.
1Globe Capital LLC and Li plan to file a motion to dismiss and motion to dissolve. 1Globe Capital LLC will move to dismiss the Section 13(d) claim at the outset of the proceedings on the grounds that it has been pre-empted or rendered moot by Amendment No. 4 and subsequent amendments. |