Belite Bio Inc ADR美股招股说明书(2025-02-07版)

258,309 American Depositary Shares Representing 258,309 Ordinary SharesWarrants to Purchase 258,309 American Depositary Shares RepresentingOrdinary SharesUp to 258,309 American Depositary Shares representing 258,309 OrdinarySharesissuable upon exercise of the Warrants We are offering (i) 258,309 of our American depositary shares, or ADSs, representing 258,309 ofour ordinary shares, par value US$0.0001 per share; and (ii) warrants to purchase an aggregate of258,309 of our ADSs representing ordinary shares with an exercise price of $58.07 per ADS, or theWarrants, directly to an institutional investor, pursuant to this prospectus supplement and accompanyingbase prospectus and a securities purchase agreement dated as of February 5, 2025 (the “SecuritiesPurchase Agreement”). We have engaged Titan Partners Group LLC, a division of American Capital Partners, LLC, to actas our exclusive placement agent (the “Placement Agent”) in connection with this offering. ThePlacement Agent is not purchasing or selling any of the securities offered pursuant to this prospectussupplement and the accompanying prospectus and the Placement Agent is not required to arrange thepurchase or sale of any specific number of securities or dollar amount and has agreed to use itsreasonable best efforts to sell the securities offered by this prospectus supplement and the accompanyingprospectus. We have agreed to pay the Placement Agent certain cash fees set forth in the table below,which assumes that we sell all of the securities we are offering pursuant to this prospectus supplementand accompanying prospectus. See “Plan of Distribution” beginning on page S-27 of this prospectussupplement for additional information with respect to the compensation we will pay the PlacementAgent.Per Share See “Plan of Distribution” beginning on page S-27 of this prospectus supplement for additionalinformation with respect to the compensation we will pay the Placement Agent. The ADSs and accompanying Warrants are immediately separable and will be issued separately, butwill be purchased together in this offering, with each ADS to be sold together in a fixed combinationwith a Warrant to purchase one ADS. Each ADS represents one ordinary share. The Warrants areexercisable immediately upon issuance and will expire five (5) years from the date of issuance. See“Description of American Depositary Shares” and “Description of Share Capital” in the accompanyingbase prospectus and “Description of the Warrants” in this prospectus supplement for more information. Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the trading symbol “BLTE.”On February 5, 2025, the last reported sale price of our ADSs on Nasdaq was $58.07 per ADS. There isno established public trading market for the Warrants, and we do not expect one to develop. We do notintend to apply to list the Warrants on any securities exchange. Our principal executive offices are located at 12750 High Bluff Drive Suite 475, San Diego, CA92130, and our telephone number is +1-858-246-6240. Our registered address in the Cayman Islands islocated at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, GrandCayman, KY1-1104, Cayman Islands. We are a holding company incorporated in the Cayman Islands. As a holding company with nomaterial operations of our own, we conduct operations primarily through our direct and indirect whollyowned subsidiaries established in the US, Australia, Hong Kong and the People’s Republic of China, or thePRC. The securities offered in this prospectus supplement and the accompanying prospectus are securitiesof our Cayman Islands holding company, not of our operating subsidiaries. We do not have any substantive operations or employees in the PRC at present and the clinical trials inthe PRC in connection with our product candidate are conducted via a contract research organization.However, we may still be subject to certain legal and operational risks associated with our clinical trials conducted in the PRC, including those changes in thelegal, political and economic policies of the Chinese government, the relations between China and the UnitedStates, or Chinese or U.S. regulations, which may materially and adversely affect our business, financialcondition, results of operations and the market price of our securities. Any such changes could significantlylimit or completely hinder our ability to offer or continue to offer our securities to investors, and could causethe value of our securities to significantly decline or become worthless. Although we are not a China-basedissuer, there remains regulatory uncertainty with respect to the implementation and interpretation of lawsin China. Such laws and regulations, including China’s new Data Security Law, Cybersecurity ReviewMeasures, Personal Information Protection Law, and any other future laws and regulations, may require usto incur significant expenses and could materially affect our ability to conduct ou