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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): November 14, 2024

BEIGENE, LTD.
(Exact Name of Registrant as Specified in Charter)

Cayman Islands
001-37686
98-1209416
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman KY1-1108
Cayman Islands
(Address of Principal Executive Offices) (Zip Code)
+1 (345) 949-4123
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share
BGNE
The NASDAQ Global Select Market
Ordinary Shares, par value $0.0001 per share*
06160
The Stock Exchange of Hong Kong Limited
*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01. Other Events.

On November 14, 2024, BeiGene, Ltd. (the “Company”) announced its intent to change the Company’s name to “BeOne Medicines Ltd.” The new name confirms the Company’s commitment to develop innovative medicines to eliminate cancer by partnering with the global community to serve as many patients as possible. Implementation of the name change is subject to shareholder approval to be sought at a future shareholder meeting. After completion of the name change, the Company’s ticker symbol on The Nasdaq Global Select Market will change to “ONC”.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”)

The Company plans to file with the SEC and deliver to its shareholders a definitive proxy statement for the shareholder meeting to approve the proposed name change, among other things. The definitive proxy statement will contain important information about the Company, the proposed name change and related matters.

SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED NAME CHANGE AND RELATED MATTERS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Shareholders will be able to obtain free copies of the definitive proxy statement and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, shareholders will be able to obtain free copies of the proxy statement from the Company by contacting the Company’s Investor Relations at ir@beigene.com.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed name change. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its proxy statement dated April 26, 2024, which are filed with the SEC. You can obtain free copies of these documents from the Company using the contact information set forth above. Additional information regarding interests of such participants will be included in the definitive proxy statement that will be filed with the SEC and available free of charge as indicated above.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding the Company’s ability to develop innovative medicines to eliminate cancer through global partnerships. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene’s ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; BeiGene’s ability to achieve commercial success for its marketed medicines and drug candidates, if approved; BeiGene's ability to obtain and maintain protection of intellectual property for its medicines and technology; BeiGene’s reliance on third parties to conduct drug development, manufacturing, commercialization, and other services; BeiGene’s limited experience in obtaining regulatory approvals and commercializing pharmaceutical products; BeiGene’s ability to obtain additional funding for operations and to complete the development of its drug candidates and achieve and maintain profitability; and those risks more fully discussed in the section entitled “Risk Factors” in BeiGene’s most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in BeiGene’s subsequent filings with the U.S. Securities and Exchange Commission. All information contained herein is as of the date set forth above, and BeiGene undertakes no duty to update such information unless required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL





Exhibit Index
Exhibit No.Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


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 hereunto duly authorized.

 
BEIGENE, LTD.
 
 
 
 
 
 
Date: November 14, 2024
By: 
/s/ Chan Lee        
 
Name:
Chan Lee
 
Title:
Senior Vice President, General Counsel





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Cover
Nov. 14, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 14, 2024
Entity Registrant Name BEIGENE, LTD.
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 94 Solaris Avenue, Camana Bay
Entity Address, City or Town Grand Cayman
Entity Address, Postal Zip Code KY1-1108
Entity Address, Country KY
Written Communications false
Soliciting Material true
City Area Code (345)
Local Phone Number 949-4123
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share
Trading Symbol BGNE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001651308
Amendment Flag false
Entity Tax Identification Number 98-1209416
Entity File Number 001-37686
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