SCHEDULE: I-MAB Ownership Update: CBC Group Disclaims Everest Link

An amendment to Schedule 13D clarifies beneficial ownership of I-MAB shares by CBC Group entities and Wei Fu, explicitly disclaiming a 'group' with Everest Medicines Limited.

Summary

• This filing is Amendment No. 1 to the Schedule 13D originally filed on February 5, 2025, concerning I-MAB Ordinary Shares.
• The Reporting Persons (various CBC and I-Bridge entities, and Wei Fu) have elected to file future reports separately from Everest Medicines Limited.
• Reporting Persons explicitly disclaim beneficial ownership of the 42,524,716 Ordinary Shares held by Everest Medicines Limited.
• Reporting Persons also disclaim the existence of a 'group' with Everest Medicines Limited, as defined by Section 13(d)(5) and Rule 13d-5 of the Exchange Act.
• Beneficial ownership percentages for the Reporting Persons are calculated based on 264,485,455 ordinary shares outstanding following a recent underwritten offering.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual amendment to a beneficial ownership report, providing clarity on group affiliations rather than financial performance or strategic shifts.

Future Outlook

NA

Industry Context

This filing is a routine regulatory disclosure regarding beneficial ownership and group formation, primarily impacting the specific entities involved rather than broader industry trends. It clarifies the ownership structure of I-MAB shares held by various investment entities and an individual, separating them from another previously associated entity.

Related Party Transactions

• 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.
• C-Bridge Healthcare Fund GP II, L.P., C-Bridge Capital GP, Ltd., and I-Bridge Healthcare GP, L.P. are principally engaged in being general partners of their respective partnerships.
• Wei Fu may be deemed to control C-Bridge Capital GP, Ltd. and is principally engaged in making and managing investments.
• Nova Aqua Limited is held through a trust established by Wei Fu (as settlor) for the benefit of Wei Fu and his family.

Stakeholder Impact

• Shareholders gain clearer insight into the beneficial ownership structure of I-MAB, specifically regarding the separation of the Reporting Persons' holdings from Everest Medicines Limited.
• Regulatory bodies receive updated and clarified information regarding compliance with Section 13 of the Exchange Act.

Next Steps

• Reporting Persons do not intend to amend this filing to reflect changes in Everest's beneficial ownership of Ordinary Shares.
• Investors are directed to separate Section 13 reports filed by Everest for information on their beneficial ownership.

Key Dates

Keywords

I-MAB, Schedule 13D, Beneficial Ownership, SEC Filing, CBC Group, Everest Medicines, Wei Fu, Ordinary Shares, American Depository Shares, Corporate Governance