The information in this prospectus is not
complete and may be changed. We may not sell these securities until
the Registration Statement filed with the Securities and Exchange
Commission, of which this prospectus is a part, is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED MAY 20, 2022
PROSPECTUS
Up to $150,000,000 of American Depositary
Shares

Representing Ordinary Shares
Connect Biopharma Holdings Limited
Connect Biopharma Holdings Limited, a holding company incorporated
in the Cayman Islands in November 2015 (“Connect,” the
“Company,” the “Group,” “we,” “us,” “our,” “our company” and
“Connect Biopharma”) has entered into a sales agreement (the “Sales
Agreement”), with SVB Securities LLC (“SVB Leerink”) and Cantor
Fitzgerald & Co. (“Cantor”), dated April 15, 2022,
relating to the American Depositary Shares (“ADSs”) offered by this
prospectus. Each ADS represents one of our ordinary shares, par
value $0.000174 per share (“Ordinary Shares”). Under this
prospectus, we may offer and sell ADSs having an aggregate offering
price of up to $150.0 million from time to time through SVB
Leerink and Cantor (the “Sales Agents”), acting as our agents, in
accordance with the Sales Agreement.
Sales of the ADSs, if any, under this prospectus may be made by any
method permitted that is deemed an “at the market” offering as
defined in Rule 415(a)(4) promulgated under the Securities Act of
1933, as amended (the “Securities Act”), including sales made
directly on or through the Nasdaq Global Market (“Nasdaq”), on or
through any other existing trading market for our Ordinary Shares
or ADSs or to or through a market maker. If expressly authorized by
us, the Sales Agents may also sell the ADSs in privately negotiated
transactions. The Sales Agents are not required to sell any
specific number or dollar amount of securities but will act as our
sales agents using commercially reasonable efforts consistent with
their normal trading and sales practices and applicable state and
federal laws, rules and regulations and the rules of the Nasdaq, on
mutually agreed terms between the Sales Agents and us. There are no
minimum sale requirements, and there is no arrangement for funds to
be received in any escrow, trust or similar arrangement.
The compensation payable to the Sales Agents for sales of ADSs sold
pursuant to the Sales Agreement will be an amount up to 3.0% of the
gross proceeds of any ADSs sold under the Sales Agreement. See
“Plan of Distribution” beginning on page S-47 for additional
information regarding the compensation to be paid to the Sales
Agents. In connection with the sale of the ADSs on our behalf, each
Sales Agent will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation paid to the
Sales Agents will be deemed to be underwriting compensation. We
have also agreed in the Sales Agreement to provide indemnification
and contribution to the Sales Agents with respect to certain
liabilities, including liabilities under the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
The ADSs are listed on the Nasdaq under the symbol “CNTB.” On
May 19, 2022, the last reported sale price of the ADSs on the
Nasdaq was $0.88 per ADS.
Our principal executive offices are located at Science and
Technology Park, East R&D Building, 3rd Floor, 6 Beijing
West Road, Taicang, Jiangsu, the People’s Republic of China 215400,
and our telephone number is +86 512 5357 7866. Our
registered address in the Cayman Islands is located at the offices
of Maples Corporate Services Limited at PO Box 309, Ugland House,
Grand Cayman, KY1-1104,
Cayman Islands.
We are not a Chinese operating company but a holding company
incorporated in the Cayman Islands. As a holding company with no
material operations of our own, we conduct operations primarily
through our direct and indirect wholly owned subsidiaries, some of
which were established in the People’s Republic of China, or the
PRC. The securities offered in this prospectus are securities of
our Cayman Islands holding company, not of our operating
subsidiaries.
Additionally, we are subject to certain legal and operational
risks associated with our subsidiaries’ operations in the PRC. PRC
laws and regulations governing our current business operations are
sometimes vague and uncertain, and therefore, these risks may
result in a material negative change in our subsidiaries’
operations, significant depreciation of the value of our ADSs, or a
complete hindrance of our ability to offer or continue to offer our
securities to investors, which could cause the value of your
securities to become worthless. Recently, the PRC government
initiated a series of regulatory actions and statements to regulate
business operations in the PRC with little advance notice,
including cracking down on illegal activities in the
securities