AAPG Ascentage Pharma Group International

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of February 2025

Commission File Number: 002-023311

 

 

ASCENTAGE PHARMA GROUP INTERNATIONAL

(Translation of Registrant’s name into English)

 

68 Xinqing Road
Suzhou Industrial Park
Suzhou, Jiangsu

China

(Address of principal executive offices)

______________________________

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

 

 

 

On February 13, 2025, Ascentage Pharma Group International issued a Hong Kong Stock Exchange announcement entitled “CLOSING OF PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION IN RELATION TO THE OFFERING OF AMERICAN DEPOSITARY SHARES”.

 

A copy of the Hong Kong Stock Exchange announcement is attached as Exhibit 99.1 to this Form 6-K and is incorporated by reference herein.

 

 

 

 

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit
Number	Exhibit Title
99.1	Hong Kong Stock Exchange Announcement dated February 13, 2025

 

 

 

 

 

 

 

 

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, thereunto duly authorized.

 

 

 

	ASCENTAGE PHARMA GROUP INTERNATIONAL
Date: February 13, 2025	/s/ Dajun Yang
	Name: Dajun Yang
	Title:   Chief Executive Officer

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

This announcement appears for information purposes only and does not constitute any invitation or offer to acquire, purchase or subscribe for any securities in Hong Kong, the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdictions.

 

 

ASCENTAGE PHARMA GROUP INTERNATIONAL

亞盛醫藥集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6855)

 

CLOSING OF THE PARTIAL EXERCISE OF THE
OVER-ALLOTMENT OPTION

IN RELATION TO

THE OFFERING OF AMERICAN DEPOSITARY SHARES

 

References are made to the announcements of Ascentage Pharma Group International (the “Company”) dated June 14, 2024, December 29, 2024, January 21, 2025, January 24, 2025, February 2, 2025 and February 7, 2025 in relation to the Offering (the “Announcements”). Unless otherwise defined, capitalized terms used herein shall have the same respective meanings as those defined in the Announcements.

 

The Board is pleased to announce that the Underwriters exercised the Over-allotment Option and the Closing in respect of the Over-allotment Option took place on February 13, 2025 (U.S. Eastern time). The Company issued 935,144 ADSs (representing 3,740,576 Underlying Shares based on the Representation Ratio) (the “Option ADSs”), representing approximately 1.07% of the issued Ordinary Shares immediately following the Closing in respect of the Over-allotment Option, at the Offer Price of US$17.25 per ADS (equivalent to approximately HK$33.57 per Underlying Share based on the Representation Ratio) less underwriting discounts and commissions.

 

USE OF PROCEEDS 

 

The gross proceeds raised in respect of the Option ADSs under the Offering are approximately US$16.13 million (equivalent to approximately HK$125.6 million). The net proceeds in respect of the Option ADSs under the Offering are approximately US$15.0 million (equivalent to approximately HK$116.8 million) after deduction of the underwriting fee and the estimated expenses of approximately US$1.1 million (equivalent to approximately HK$8.8 million).

 

The net proceeds from the Offering, including the aforementioned net proceeds in respect of the Option ADSs under the Offering, will be utilized in the following manner:

 

(i)

approximately US$50.0-60.0 million to pursue NDA approval of lisaftoclax for r/r CLL in China and to prepare for commercial launch in China, advance the clinical development of lisaftoclax in the United States and other countries, including completing enrollment for GLORA and pursuing clearance with regulatory authorities to add new trial sites in multiple countries and to pursue additional indications for lisaftoclax;

 

(ii)

approximately US$30.0-40.0 million to advance the clinical development of olverembatinib in the United States and other countries, including completing enrollment for POLARIS-2 and pursuing clearance with regulatory authorities to add new trial sites in multiple countries, and to expand the label of olverembatinib into earlier lines and other indications;

 

(iii)

approximately US$10.0-20.0 million to fund the research and development of our other product candidates, including completing the Phase 1 clinical trial for APG-5918 in anemia and pursuing clearance to initiate a registrational trial for alrizomadlin; and

 

(iv)

the remainder for the development of our future pipeline programs and for working capital and general corporate purposes.

 

Cautionary Statement required by Rule 18A.05 of the Listing Rules: The Company cannot guarantee that it will be able to develop, or ultimately market, any of the products in its pipeline successfully. Shareholders and potential investors are advised to exercise due care when dealing in the securities of the Company.

 

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

 

The shareholding structure of the Company (i) immediately prior to the Closing in respect of the Option ADSs under the Offering; and (ii) immediately following the Closing in respect of the Option ADSs under the Offering is set out as follows:

 

Shareholder	Immediately prior to the Closing in respect of the Option ADSs under the Offering				Immediately following the Closing in respect of the Option ADSs under the Offering
	Number of		Approximate		Number of		Approximate
	Ordinary		Percentage		Ordinary		Percentage
	Shares		(%)		Shares		(%)
Substantial Shareholders
– Dr. Yang(1)(2)	60,665,461		17.61		60,665,461		17.42
– Dr. Wang(1)(2)	60,665,461		17.61		60,665,461		17.42
– Dr. Guo(1)(2)	60,665,461		17.61		60,665,461		17.42
– Dr. Zhai(1)(3)	60,665,461		17.61		60,665,461		17.42
– Dr. Zhai SPV(1)(3)	60,665,461		17.61		60,665,461		17.42
The Placees	29,300,000		8.50		33,040,576		9.49
Other Shareholders	254,560,544		73.89		254,560,544		73.09
Total	344,526,005		100.00		348,266,581		100.00

 

Notes:

 

(1)

Dr. Yang, Dr. Guo, Dr. Wang, Dr. Zhai and Dr. Zhai SPV are parties to the Concert Party Confirmation Deed, according to which they have been and will be actively cooperating, communicating and acting in concert with each other with respect to their interests in or the business of the relevant members of the Group since December 5, 2016 and will continue to act in concert after Listing. Accordingly, each of Dr. Yang, Dr. Guo, Dr. Wang, Dr. Zhai and Dr. Zhai SPV is deemed to be interested in an aggregate of 17.61% shareholding interest in the Company immediately prior to the Closing in respect of the Option ADSs under the Offering and an aggregate of 17.42% shareholding interest in the Company immediately following the Closing in respect of the Option ADSs under the Offering.

 

(2)

The Yang Family Trust, the Wang Family Trust and the Guo Family Trust were respectively established by Dr. Yang, Dr. Wang and Dr. Guo as settlor for the benefits of their respective family members. South Dakota Trust is the trustee of each of the Founders Family Trusts.

 

(3)

Dr. Zhai SPV is beneficially owned by (i) Dr. Zhai (3%) and (ii) the Zhai Family Trust (97%). The Zhai Family Trust was established by Dr. Zhai as settlor for the benefits of her family members. South Dakota Trust is the trustee of the Zhai Family Trust. Dr. Zhai is also a director of Dr. Zhai SPV.

 

STABILIZING ACTIONS

 

The following stabilization activities in connection with the Offering have been undertaken by J.P. Morgan Securities LLC (the “Stabilizing Manager”), as the Stabilizing Manager, its affiliates or any person acting for it, as of the date of this announcement:

 

(1)

the over-allocation of an aggregate of 1,098,750 ADSs (representing 4,395,000 Underlying Shares) under the Offering before any exercise of the Over-allotment Option; and

 

(2)

the partial exercise of the Over-allotment Option by the Underwriters on February 4, 2025 (U.S. Eastern time) in respect of an aggregate of 935,144 ADSs (representing 3,740,576 Underlying Shares), at the price of US$17.25 per ADS (equivalent to approximately HK$33.57 per Underlying Share based on the Representation Ratio), less underwriting discounts and commissions, to cover over-allocation in the Offering.

 

By Order of the Board Ascentage Pharma Group International Dr. Yang Dajun Chairman and Executive Director

 

Suzhou, the PRC, February 13, 2025

 

As at the date of this announcement, the Board comprises Dr. Yang Dajun as Chairman and executive Director, Dr. Wang Shaomeng and Dr. Lu Simon Dazhong as non-executive Directors, and Mr. Ye Changqing, Mr. Ren Wei, Dr. David Sidransky, Ms. Marina S. Bozilenko, Dr. Debra Yu and Marc E. Lippman, MD as independent non-executive Directors.

 

For the purpose of this announcement, unless otherwise stated, the conversion of US$ into HK$ is calculated by using an exchange rate of US$1.00 equal to HK$7.7840. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

 

 

 

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