安派科美股招股说明书(2023-04-04版)

424B5 1 ea176048-424b5anpacbio.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-256630 PROSPECTUS SUPPLEMENT(To Prospectus dated June 7, 2021) ANPAC BIO-MEDICAL SCIENCE CO., LTD. 625,000 American Depositary SharesPre-Funded Warrants to Purchase 125,000 American Depositary SharesWarrants to Purchase 750,000 American Depositary Shares1,500,000 American Depositary Shares Underlying Warrants and Pre-Funded Warrants37,500 American Depositary Shares Issuable Upon Exercise of Placement Agent Warrants30,750,000 Class ‘A’ ordinary shares underlying ADSs We are offering, in a registered direct offering to certain institutional investors, an aggregate of 30,750,000 Class ‘A’ ordinary shares of AnPac Bio-Medical Science Co., Ltd. (the “Company”), represented by (i) 625,000 American Depositary Shares of the Company (“ADSs”) that may be evidenced by American Depositary Receipts (“ADRs”) (each ADS represents 20 Class ‘A’ ordinary shares), (ii) 125,000 pre-funded warrants to purchase up to an aggregate of 125,000 of our ADSs to certain investors whose purchase of ADSs in this offering would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such investor, 9.99%) of our outstanding ADSs immediately following the consummation of this offering (the “Pre-Funded Warrants”), (iii) warrants to purchase up to an aggregate of 750,000 of our ADSs (the “Warrants”), and (iv) 37,500 ADSs issuable upon exercise of warrants issued to the placement agent for the offering (the “Placement Agent’s Warrants”). Such securities are being issued pursuant to this prospectus supplement, the accompanying base prospectus, that certain securities purchase agreement, dated March 31, 2023, by and among the Company and the institutional investors signatory thereto (the “Securities Purchase Agreement”) and that certain placement agency agreement, dated March 31, 2023, by and between the Company and Univest Securities, LLC (“Univest” or the “placement agent”). This prospectus supplement also covers the ADSs issuable from time to time upon exercise of the Pre-Funded Warrants, the Warrants and the Placement Agent’s Warrants, and the Class A ordinary shares underlying the ADSs issuable pursuant to the Securities Purchase Agreement and all such warrants. See “Plan of Distribution – Placement Agent’s Warrants” beginning on page S-25 for more information regarding the Placement Agent’s Warrants. Our ADSs are listed on the NASDAQ Capital Market under the symbol “ANPC”. On March 31, 2023, the closing price of an ADS on the Nasdaq Capital Market was US$4.24. Each ADS and Pre-Funded Warrant offered hereby is being sold together with a Warrant and each ADS and Pre-Funded Warrant is immediately separable from the accompanying Warrant, respectively, and will be issued separately from such Warrant. Each Warrant is exercisable for one of our ADSs at an exercise price of $4.00 per ADS. The Warrants are immediately exercisable and will expire five years from the original issuance date. The purchase price of each Pre-Funded Warrant is equal to the purchase price per ADS, minus $0.0001, and the exercise price of each Pre-Funded Warrant is $0.0001 per share. There is no established trading market for the Warrants or Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of such warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of such warrants will be limited. As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately US$45.9 million based on 112,964,393 issued and outstanding Class “A’ ordinary shares, of which 88,984,233 Class “A’ ordinary shares are held by non-affiliates, and a per share price of $0.516 ($10.32 per ADS), which was the highest closing price over the last sixty days on the Nasdaq Capital Market of our ADSs. As of the date of this prospectus supplement, pursuant to General Instruction I.B.5. of Form F-3, the Company has not conducted any transactions in the last 12 months. We are authorized to issue a maximum of 2,400,000,000 Class ‘A’ ordinary shares with a par value of US$0.01 each and 30,000,000 Class ‘B’ ordinary shares with a par value of US$0.01 each. Holders of Class ‘A’ ordinary shares and Class ‘B’ ordinary shares have the same rights, except for voting and conversion rights. Each Class ‘A’ ordinary share is entitled to one vote; and each Class ‘B’ ordinary share is entitled to ten votes and is convertible into one Class ‘A’ ordinary share at