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阿诺医药美股招股说明书(2026-07-20版)

2026-07-20 美股招股说明书 ZLY
报告封面

ADLAI NORTYE LTD. Up to 98,577,627 Class A Ordinary Shares(represented by 32,859,209 American Depositary Shares)Offered by the Selling Shareholders This prospectus supplement (this “prospectus supplement”) amends and supplements information contained or incorporated byreference in the prospectus dated April 28, 2026 (the “prospectus”) relating to the resale from time to time by the selling shareholdersidentified therein (the “Selling Shareholders”) of up to 98,577,627 Class A ordinary shares, par value US$0.0001 per share,represented by 32,859,209 American Depositary Shares, or ADSs, each ADS representing three Class A ordinary shares, of AdlaiNortye Ltd. (the “Company,” “we,” “us” or “our”). The purpose of this prospectus supplement is solely to supplement and amend the “Selling Shareholders” section commencing on page40 of the prospectus to reflect that SILV Fund, Ltd. (“SILV Fund”) should be identified as the Selling Shareholder with respect tocertain of the Class A ordinary shares previously identified in the prospectus as held by Point72 Associates, LLC (“Point72”). For theavoidance of doubt, this prospectus supplement does not increase or otherwise modify the number of Class A ordinary sharesregistered for resale under the prospectus. This prospectus supplement should be read in conjunction with, and is qualified by reference to, the prospectus, except to the extentthat information contained herein supersedes the information contained or incorporated by reference in the prospectus. This prospectussupplement may only be delivered or utilized in connection with the prospectus and any future amendments or supplements thereto. Our ADSs are listed on The Nasdaq Stock Market under the symbol “ANL”. On July 17, 2026, the last reported sale price of the ADSson Nasdaq was US$11.53 per ADS. Investing in our securities involves risks. See “Risk Factors” beginning on page 16 of the prospectus and in our filings with theSecurities and Exchange Commission incorporated by reference into the prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of the prospectus or this prospectus supplement. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is July 20, 2026. Selling Shareholders The following information amends and supplements the information that appears under the heading “Selling Shareholders” beginningon page 40 of the prospectus. Capitalized terms used herein but not defined have the meanings ascribed to such terms in theprospectus. Point72, a Selling Shareholder identified in the prospectus, has informed us that an aggregate of 2,307,690 Class A ordinary sharespreviously identified under the February 2026 Private Placement in the prospectus as held by Point72 were transferred to SILV Fund.Point 72 remains as the Selling Shareholder of 2,943,396 Class A ordinary shares previously identified under the April 2026 PrivatePlacement. Accordingly, the disclosure in the prospectus is hereby supplemented and amended to add SILV Fund as a SellingShareholder with respect to such transferred shares. This prospectus supplement does not change the aggregate number of Class Aordinary shares being offered for resale under the prospectus. The percentages of Class A ordinary shares owned after the offering by the Selling Shareholders below are based on 218,578,430 ClassA ordinary shares outstanding as of April 21, 2026. The following table reflects the applicable amended information with respect toSILV Fund. All information regarding the Selling Shareholders identified below was provided by or on behalf of such SellingShareholders. (11)Represents an aggregate of 2,943,396 Class A ordinary shares acquired by Point72 Associates, LLC in February 2026 PrivatePlacement and April 2026 Private Placement, respectively. The registered address of Point72 Associates, LLC is c/o Point72Asset Management, 72 Cumming Point Road, Stamford, CT 06902. (39)Represents 2,307,690 Class A ordinary shares held by SILV Fund, Ltd. Sirenia Capital Management LP (“Sirenia”) is theinvestment manager of SILV Fund, Ltd. and as such has investment and voting power with respect to the securities held by SILVFund, Ltd. Sirenia Capital Management GP LLC (“Sirenia GP”) is the general partner of Sirenia. Alex Silverstein is themanaging member of Sirenia GP. Each of SILV Fund, Ltd., Sirenia GP and Mr. Silverstein disclaims beneficial ownership oversuch securities. The address for SILV Fund, Ltd. is c/o Sirenia Capital Management LP, 1674 Meridian Avenue, Suite 320,Miami Beach, FL 33139. All of the other portions of the prospectus remain unchanged.