Filing Details
- Accession Number:
- 0001104659-23-022224
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-14 19:00:00
- Filed By:
- Cbc Investment I-mab Ltd
- Company:
- I-Mab (NASDAQ:IMAB)
- Filing Date:
- 2023-02-15
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| IBC Investment Seven Limited | 0 | 3,641,554 | 0 | 3,641,554 | 3,641,554 | 1.9% |
| CBC SPVII LIMITED | 0 | 5,574,560 | 0 | 5,574,560 | 5,574,560 | 2.9% |
| CBC Investment I-Mab Limited | 0 | 11,784,164 | 0 | 11,784,164 | 11,784,164 | 6.2% |
| C-Bridge II Investment Ten Limited | 0 | 2,369,546 | 0 | 2,369,546 | 2,369,546 | 1.2% |
| Everest Medicines Limited | 0 | 6,078,571 | 0 | 6,078,571 | 6,078,571 | 3.2% |
| C-Bridge Healthcare Fund II | 0 | 14,153,710 | 0 | 14,153,710 | 14,153,710 | 7.4% |
| C-Bridge Healthcare Fund GP II | 0 | 14,153,710 | 0 | 14,153,710 | 14,153,710 | 7.4% |
| C-Bridge Capital GP, Ltd | 0 | 23,369,824 | 0 | 23,369,824 | 23,369,824 | 12.2% |
| I-Bridge Healthcare Fund | 0 | 9,216,114 | 0 | 9,216,114 | 9,216,114 | 4.8% |
| I-Bridge Healthcare GP | 0 | 9,216,114 | 0 | 9,216,114 | 9,216,114 | 4.8% |
| I-Bridge Capital GP, Ltd | 0 | 9,216,114 | 0 | 9,216,114 | 9,216,114 | 4.8% |
| Wei Fu | 0 | 29,448,395 | 0 | 29,448,395 | 29,448,395 | 15.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
I-MAB
(Name of Issuer)
Ordinary Shares, par value US$0.0001**
American Depositary Shares
(Title of Class of Securities)
44975P103**
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P103 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “IMAB.” Each 10 ADSs represents 23 Ordinary Shares.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 2 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
IBC Investment Seven Limited
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
3,641,554 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
3,641,554 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,641,554 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
CO
| ||
(1) Represents 3,641,554 ordinary shares (including 3,641,544 ordinary shares represented by 1,583,280 American Depositary Shares (“ADSs”), each ten (10) ADSs representing twenty-three (23) ordinary shares) held by IBC Investment Seven Limited.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 3 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
CBC SPVII LIMITED
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
5,574,560 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
5,574,560 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,574,560 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
CO
| ||
(1) Represents 5,574,560 ordinary shares (including 5,574,556 ordinary shares represented by 2,423,720 ADSs) held by CBC SPVII LIMITED.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 4 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
CBC Investment I-Mab Limited
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
11,784,164 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
11,784,164 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,784,164 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
CO
| ||
(1) Represents 11,784,164 ordinary shares (including 11,784,142 ordinary shares represented by 5,123,540 ADSs) held by CBC Investment I-Mab Limited.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 5 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
C-Bridge II Investment Ten Limited
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
2,369,546 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
2,369,546 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,369,546 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
CO
| ||
(1) Represents 2,369,546 ordinary shares (including 2,369,529 ordinary shares represented by 1,030,230 ADSs) held by C-Bridge II Investment Ten Limited.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 6 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
Everest Medicines Limited
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
6,078,571
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
6,078,571
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,078,571
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2% (1)
| ||
| 12 | TYPE OF REPORTING PERSON
CO
| ||
(1) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 7 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
C-Bridge Healthcare Fund II, L.P.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
14,153,710 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
14,153,710 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,153,710 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
PN
| ||
(1) Represents 11,784,164 ordinary shares (including 11,784,142 ordinary shares represented by 5,123,540 ADSs) held by CBC Investment I-Mab Limited and 2,369,546 ordinary shares (including 2,369,529 ordinary shares represented by 1,030,230 ADSs) held by C-Bridge II Investment Ten Limited.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 8 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
C-Bridge Healthcare Fund GP II, L.P.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
14,153,710 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
14,153,710 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,153,710 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
PN
| ||
(1) Represents 11,784,164 ordinary shares (including 11,784,142 ordinary shares represented by 5,123,540 ADSs) held by CBC Investment I-Mab Limited and 2,369,546 ordinary shares (including 2,369,529 ordinary shares represented by 1,030,230 ADSs) held by C-Bridge II Investment Ten Limited.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 9 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
C-Bridge Capital GP, Ltd.
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| ||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
| |
| 6 | SHARED VOTING POWER
23,369,824 (1)
| ||
| 7 | SOLE DISPOSITIVE POWER
0
| ||
| 8 | SHARED DISPOSITIVE POWER
23,369,824 (1)
| ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,369,824 (1)
| ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% (2)
| ||
| 12 | TYPE OF REPORTING PERSON
CO
| ||
(1) Represents 11,784,164 ordinary shares (including 11,784,142 ordinary shares represented by 5,123,540 ADSs) held by CBC Investment I-Mab Limited, 2,369,546 ordinary shares (including 2,369,529 ordinary shares represented by 1,030,230 ADSs) held by C-Bridge II Investment Ten Limited, 3,641,554 ordinary shares (including 3,641,544 represented by 1,583,280 ADSs) held by IBC Investment Seven Limited and 5,574,560 ordinary shares (including 5,574,556 ordinary shares represented by 2,423,720 ADSs) held by CBC SPVII LIMITED.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 10 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
I-Bridge Healthcare Fund, L.P.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
|
| 6 | SHARED VOTING POWER
9,216,114 (1)
| |
| 7 | SOLE DISPOSITIVE POWER
0
| |
| 8 | SHARED DISPOSITIVE POWER
9,216,114 (1)
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,216,114 (1)
|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8% (2)
|
| 12 | TYPE OF REPORTING PERSON
PN
|
(1) Represents 3,641,554 ordinary shares (including 3,641,544 represented by 1,583,280 ADSs) held by IBC Investment Seven Limited and 5,574,560 ordinary shares (including 5,574,556 ordinary shares represented by 2,423,720 ADSs) held by CBC SPVII LIMITED.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 11 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
I-Bridge Healthcare GP, L.P.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
|
| 6 | SHARED VOTING POWER
9,216,114 (1)
| |
| 7 | SOLE DISPOSITIVE POWER
0
| |
| 8 | SHARED DISPOSITIVE POWER
9,216,114 (1)
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,216,114 (1)
|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8% (2)
|
| 12 | TYPE OF REPORTING PERSON
PN
|
(1) Represents 3,641,554 ordinary shares (including 3,641,544 represented by 1,583,280 ADSs) held by IBC Investment Seven Limited and 5,574,560 ordinary shares (including 5,574,556 ordinary shares represented by 2,423,720 ADSs) held by CBC SPVII LIMITED.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 12 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
I-Bridge Capital GP, Ltd.
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
|
| 6 | SHARED VOTING POWER
9,216,114 (1)
| |
| 7 | SOLE DISPOSITIVE POWER
0
| |
| 8 | SHARED DISPOSITIVE POWER
9,216,114 (1)
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,216,114 (1)
|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%(2)
|
| 12 | TYPE OF REPORTING PERSON
CO
|
(1) Represents 3,641,554 ordinary shares (including 3,641,544 represented by 1,583,280 ADSs) held by IBC Investment Seven Limited and 5,574,560 ordinary shares (including 5,574,556 ordinary shares represented by 2,423,720 ADSs) held by CBC SPVII LIMITED.
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 13 of 16 Pages |
1 | NAMES OF REPORTING PERSONS
Wei Fu
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
| 5 | SOLE VOTING POWER
0
|
| 6 | SHARED VOTING POWER
29,448,395 (1)
| |
| 7 | SOLE DISPOSITIVE POWER
0
| |
| 8 | SHARED DISPOSITIVE POWER
29,448,395 (1)
|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,448,395 (1)
|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.4%(2)
|
| 12 | TYPE OF REPORTING PERSON
IN
|
(1) Represents 29,448,395 ordinary shares (including 23,369,771 ordinary shares represented by 10,160,770 ADSs) held by other reporting persons
(2) Based on 190,879,919 ordinary shares outstanding as of December 31, 2022 (excluding 2,961,319 ordinary shares issued to the depositary bank of the Issuer for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer).
CUSIP No. 44975P103
| SCHEDULE 13G | Page 14 of 16 Pages |
| Item 1(a) | Name of Issuer: |
I-MAB (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
55th – 56th Floor, New Bund Center
555 West Haiyang Road, Pudong District
Shanghai, 200124
People’s Republic of China
| Item 2(a) | Name of Persons Filing: |
This Amendment No.2 to the Schedule 13G is filed by and on behalf of:
| 1. | IBC Investment Seven Limited |
| 2. | CBC SPVII LIMITED |
| 3. | CBC Investment I-Mab Limited |
| 4. | C-Bridge II Investment Ten Limited |
| 5. | Everest Medicines Limited |
| 6. | C-Bridge Healthcare Fund II, L.P. |
| 7. | C-Bridge Healthcare Fund GP II, L.P. |
| 8. | C-Bridge Capital GP, Ltd. |
| 9. | I-Bridge Healthcare Fund, L.P. |
| 10. | I-Bridge Healthcare GP, L.P. |
| 11. | I-Bridge Capital GP, Ltd. | |
| 12. | Wei Fu |
This statement on Schedule 13G relates to securities directly held by IBC Investment Seven Limited, CBC SPVII LIMITED, CBC Investment I-Mab Limited, C-Bridge II Investment Ten Limited and Everest Medicines Limited.
CBC Investment I-Mab Limited and C-Bridge II Investment Ten Limited are controlled by C-Bridge Healthcare Fund II, L.P., whose general partner is C-Bridge Healthcare Fund GP II, L.P., and its general partner is C-Bridge Capital GP, Ltd.
CBC SPVII Limited and IBC Investment Seven Limited are controlled by I-Bridge Healthcare Fund, L.P., whose general partner is I-Bridge Healthcare GP, L.P., and its general partner is I-Bridge Capital GP, Ltd., which is indirectly controlled by C-Bridge Capital GP, Ltd.
Mr. Wei Fu is the sole director of C-Bridge Capital GP, Ltd.
Everest Medicines Limited is a public company listed on the Hong Kong Stock Exchange and controlled by funds which are under common control of the C-Bridge group, which, in turn, is controlled by Mr. Wei Fu.
C-Bridge Healthcare Fund II, L.P., C-Bridge Healthcare Fund GP II, L.P., C-Bridge Capital GP, Ltd., I-Bridge Healthcare Fund, L.P., I-Bridge Healthcare GP, L.P., I-Bridge Capital GP, Ltd., and Mr. Wei Fu may be deemed to beneficially own the securities of the Issuer owned by the entities which they control.
CUSIP No. 44975P103
| SCHEDULE 13G | Page 15 of 16 Pages |
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
The business address of each reporting person is Suite 3306-3307, Two Exchange Square, 8 Connaught Place, Central, Hong Kong.
| Item 2(c) | Citizenship |
| 1. | IBC Investment Seven Limited: Hong Kong SAR |
| 2. | CBC SPVII LIMITED: Hong Kong SAR |
| 3. | CBC Investment I-Mab Limited: British Virgin Islands |
| 4. | C-Bridge II Investment Ten Limited: British Virgin Islands |
| 5. | Everest Medicines Limited: Cayman Islands |
| 6. | C-Bridge Healthcare Fund II, L.P.: Cayman Islands |
| 7. | C-Bridge Healthcare Fund GP II, L.P.: Cayman Islands |
| 8. | C-Bridge Capital GP, Ltd.: Cayman Islands |
| 9. | I-Bridge Healthcare Fund, L.P.: Cayman Islands |
| 10. | I-Bridge Healthcare GP, L.P.: Cayman Islands |
| 11. | I-Bridge Capital GP, Ltd.: Cayman Islands | |
| 12. | Wei Fu: Singapore |
| Item 2(d) | Title of Class of Securities: |
Ordinary Shares, par value US$0.0001
| Item 2(e) | CUSIP Number: |
44975P103
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership |
The information for each reporting person contained in rows 5-11 of the cover pages and Item 2(a) is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
CUSIP No. 44975P103
| SCHEDULE 13G | Page 16 of 16 Pages |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
The members of this group are set forth as reporting persons on this Schedule 13G.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 15, 2023
| IBC Investment Seven Limited | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Director | |
| CBC SPVII LIMITED | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Director | |
| CBC Investment I-Mab Limited | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Director | |
| C-Bridge II Investment Ten Limited | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Director | |
| Everest Medicines Limited | ||
| By: | /s/ Xiaofan Zhang | |
| Name: | Xiaofan ZHANG | |
| Title: | Director | |
| C-Bridge Healthcare Fund II, L.P. | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Authorized Representative | |
| C-Bridge Healthcare Fund GP II, L.P. | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Authorized Representative | |
| C-Bridge Capital GP, Ltd. | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Director | |
| I-Bridge Healthcare Fund, L.P. | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Authorized Representative | |
| I-Bridge Healthcare GP, L.P. | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Authorized Representative | |
| I-Bridge Capital GP, Ltd. | ||
| By: | /s/ Wei Fu | |
| Name: | Wei FU | |
| Title: | Director | |
| Wei FU | ||
| By: | /s/ Wei Fu | |