As filed with the Securities and Exchange Commission
on May 20, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YS BIOPHARMA CO., LTD.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing, PRC
Tel: 010-89202086
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2024 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th
Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities
Act”). ☐
Copies to:
|
Hui Shao
Co-Chief Executive Officer
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing
People’s Republic of China
Telephone: 010-89202086 |
Will H. Cai, Esq.
Cooley LLP
c/o 35th Floor
Two Exchange Square
8 Connaught Place
Central, Hong Kong
+852 3758-1200 |
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
| Item 2. | Registrant Information and Employee Plan Annual Information* |
| * | Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part
I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered
by the plan, as specified by Rule 428(b)(1) under the Securities Act. |
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed or to be filed (other
than portions of these documents furnished or otherwise not deemed filed) by YS Biopharma Co., Ltd.
(the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference
as of their respective dates and deemed to be a part hereof:
| (a) | The Registrant’s annual report on Form 20-F for the
fiscal year ended March 31, 2023 (File No. 001-41598) filed with the Commission on July 26, 2023; |
| (b) | All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act; and |
| (c) | The description of the Registrant’s ordinary shares
in the Registrant’s registration statement on Form 8-A (File No. 001-41598) filed with the Commission under Section 12(b) of the
Exchange Act on January 20, 2023, including any amendments or reports
filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this
registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement
or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration
statement.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to
which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud
or the consequences of committing a crime. The Registrant’s currently effective amended and restated articles of association, adopted
by its shareholders on September 23, 2022, and became effective on March 16, 2023, provides that the Registrant shall indemnify and secure
harmless of its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or sustained by such persons, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct
of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of such
person’s duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings concerning
the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreements, the
form of which was filed as Exhibit 10.6 to the Registrant’s registration statement on Form F-4 (File No. 333-269031) filed with
the Commission on December 28, 2022, the Registrant has agreed to indemnify its directors and officers against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and
officers liability insurance policy for its directors and officers.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
See the Index to Exhibits attached hereto.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of
the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and |
| (iii) | to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any material change to that information in the registration
statement; |
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Beijing, China, on May 20, 2024.
|
|
YS Biopharma Co., Ltd. |
| |
|
|
| |
By: |
/s/ Hui Shao |
| |
Name: |
Hui Shao |
| |
Title: |
Co-Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints, severally and not jointly, Hui Shao, with full power to act alone, as his
true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each
said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on May 20, 2024.
| Signature |
|
Title |
| |
|
|
| /s/ Hui Shao |
|
Co-Chief Executive Officer and Director |
| Hui Shao |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Ajit Shetty |
|
Chairperson of the Board of Directors |
| Ajit Shetty |
|
|
| |
|
|
| /s/ Chunyuan (Brenda) Wu |
|
Chief Financial Officer and Director |
| Chunyuan (Brenda) Wu |
|
(Principal Financial and Accounting Officer) |
| |
|
|
| /s/ Pierson Yue Pan |
|
Director |
| Pierson Yue Pan |
|
|
| |
|
|
| /s/ Henry Chen |
|
Director |
| Henry Chen |
|
|
| |
|
|
| /s/ Haitao Zhao |
|
Director |
| Haitao Zhao |
|
|
| |
|
|
| /s/ Jin Wang |
|
Director |
| Jin Wang |
|
|
| |
|
|
| /s/ Viren T Mehta |
|
Director |
| Viren T Mehta |
|
|
| |
|
|
| /s/ Rachel Yu |
|
Director |
| Rachel Yu |
|
|
| |
|
|
| /s/ Yuntao Cui |
|
Director |
| Yuntao Cui |
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of YS Biopharma Co., Ltd. has signed this registration statement
or amendment thereto in New York, New York on May 20, 2024.
|
|
Authorized U.S. Representative Cogency Global Inc. |
| |
|
|
| |
By: |
/s/ Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice-President |
Exhibit 5.1
| Ref: |
VSL/782519-000001/26433767v2 |
YS Biopharma Co., Ltd.
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing
People’s Republic of China
20 May 2024
Dear Sirs
YS Biopharma Co., Ltd. (the “Company”)
We have acted as Cayman Islands legal counsel
to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”)
on 20 May 2024 (the “Registration Statement”, which term does not include any other document or agreement whether
or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States
Securities Act of 1933, as amended, (the “Securities Act”) 15,224,462 ordinary shares, par value US$0.00002 per share
in the capital of the Company (the “Shares”), issuable pursuant to the 2024 Share Incentive Plan of the Company (the
“Share Incentive Plan”, which term does not include any other document or agreement whether or not specifically referred
to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion, we have
examined copies of the Registration Statement and the Share Incentive Plan. We have also reviewed copies of the amended and restated memorandum
and articles of association of the Company adopted by special resolution passed on 23 September 2022 and effective on 16 March 2023 (the
“Memorandum and Articles”), and the minutes (“Minutes”) of the meeting of the board of directors of
the Company held on 2 May 2024 (the “Meeting”).
Based upon, and subject to, the assumptions and
qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly
and validly authorised. |
| 2. | When issued and paid for in accordance with the terms of the Share Incentive Plan and in accordance with
the resolutions set out in the Minutes, and when appropriate entries are made in the register of members (shareholders) of the Company,
the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase “non-assessable”
means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares and in the absence of a
contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation
to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment
of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift
the corporate veil).
These opinions are subject to the qualification
that under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman
Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to
be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield
to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based
on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws
of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect
of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which
we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies
or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has
been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last
version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Minutes are a true
and correct record of the proceedings of the Meeting, which was duly convened and held, and at which a quorum was present throughout,
in each case, in the manner prescribed in the Memorandum and Articles and the resolutions set out in the Minutes were duly passed in the
manner prescribed in the memorandum and articles of association of the Company effective at the relevant time and have not been amended,
varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might
affect the opinions set out above, and (g) upon the issue of any Shares, the Company will receive consideration which shall be not less
than the par value of such Shares.
We consent to the use of this opinion as an exhibit
to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In
giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act,
or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this
opinion as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 23.1
 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 26, 2023, with respect to our audits of the consolidated financial statements of YS Biopharma
Co. Ltd. (formerly, YishengBio Co., Ltd.) and Subsidiaries as of March 31, 2023 and 2022, and for each of the years in the three-year
period ended March 31, 2023, which appears in the Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2023.
/s/ Wei, Wei & Co., LLP
Flushing, New York
May 20, 2024 |
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
YS BIOPHARMA CO., LTD.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered Securities
| | |
Security
Type | |
Security
Class Title(1) | |
Fee
Calculation Rule | |
Amount
Registered(2) | | |
Proposed
Maximum Offering Price Per Share | | |
Proposed
Maximum Aggregate Offering Price | | |
Fee
Rate | | |
Amount
of Registration Fee | |
| |
Equity | |
Ordinary
shares, par value US$0.00002 per share, issuable under the 2024 Share Incentive Plan | |
Other(3) | |
| 15,224,462 | (4) | |
US$ | 0.97495 | (3) | |
US$ | 14,843,089.18 | | |
| 0.00014760 | | |
US$ | 2,190.84 | |
| Total
Offering Amounts | |
| |
| |
| |
| | | |
| | | |
US$ | 14,843,089.18 | | |
| | | |
US$ | 2,190.84 | |
| Total
Fee Offsets | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| — | |
| Net
Fee Due | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
US$ | 2,190.84 | |
| (1) | The ordinary shares, par value US$0.00002 per share (“Shares”)
of YS Biopharma Co., Ltd. (the “Registrant”). |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this registration statement shall also cover any additional Shares that become issuable under
the 2024 Share Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (3) | Estimated in accordance with Rules 457(c) and 457(h)(1) promulgated
under the Securities Act solely for the purpose of calculating the registration fee, and is based upon the price of US$0.97495 per Share,
which was the average of the high and low prices of the Shares as reported on the Nasdaq Capital Market on May 14, 2024. |
| (4) | Represents 15,224,462 Shares reserved for future award grants
under the 2024 Share Incentive Plan. |
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