UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
I-MAB
(Name of Issuer)
Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
44975P103**
(CUSIP Number)
December 31, 2021
(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) |
| ☒ | 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 the disclosures provided in a prior cover page. |
| ** | There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P 103 has been assigned to the American Depositary Shares (“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 in 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).
| 1 |
NAMES OF REPORTING PERSONS
Jingwu Zhang Zang | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
9,565,570* | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
9,565,570* | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,565,570 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05%** | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| * | Represents (i) 3,235,161 ordinary shares directly held by Mabcore Limited, a British Virgin Islands company, (ii) 142,274 ordinary shares held by Dr. Zang through The 2019 Hasselt Revocable Trust, (iii) 276,000 ordinary shares and 5,682,135 ordinary shares issuable upon exercise of options exercisable within 60 days after December 31, 2021, held by Dr. Zang through The Doctor Zang 2020 Dynasty Trust, and (iv) 230,000 ordinary shares held by Dr. Zang. The 2019 Hasselt Revocable Trust was established under the laws of the State California and is co-managed by Dr. Zang and Ms. Zang (Dr. Zang’s spouse), each as a settlor and a trustee. The Doctor Zang 2020 Dynasty Trust was established under the laws of the State of California and is co-managed by Dr. Zang, as the settlor and the investment trustee, and by Ms. Zang, as the trustee. |
| ** | Based on 183,826,753 ordinary shares outstanding as of December 31, 2021 (excluding 1,223,839 ordinary shares issued to the deposit bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab). |
| 1 |
NAMES OF REPORTING PERSONS
Mabcore Limited* | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 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
3,235,161 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
3,235,161 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,235,161 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.76%** | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Dr. Zang, through himself and The Jingwu Zhang Zang 2018 Irrevocable Family Trust, owns a 55.6% equity interest in Mabcore Limited. Dr. Lili Qian and two other individuals own the remaining equity interest in Mabcore Limited. Dr. Zang is the sole director of Mabcore Limited. The Jingwu Zhang Zang 2018 Irrevocable Family Trust was established under the laws of New York and is co-managed by Ms. Zang, as the trustee, and by Dr. Zang, as the settlor. Pursuant to the currently effective memorandum and articles of association of Mabcore Limited, Dr. Zang, as the sole director, has the power to direct the actions of Mabcore Limited, including the voting and disposal of Mabcore Limited’s shares in I-Mab. Accordingly, Dr. Zang is deemed to indirectly own all of the 3,235,161 ordinary shares held by Mabcore Limited, while Dr. Qian and the other two individuals are only entitled to their respective pro-rata economic interest in Mabcore Limited. |
| ** | Based on 183,826,753 ordinary shares outstanding as of December 31, 2021 (excluding 1,223,839 ordinary shares issued to the deposit bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab). |
| ITEM 1(a). | NAME OF ISSUER: |
I-Mab
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
Suite 802, West Tower, OmniVision
88 Shangke Road, Pudong District
Shanghai, 201210
People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Jingwu Zhang Zang
Mabcore Limited
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Jingwu Zhang Zang
Suite 802, West Tower, OmniVision
88 Shangke Road, Pudong District
Shanghai, 201210
People’s Republic of China
Mabcore Limited
Trinity Chambers, P.O. Box 4301
Road Town, Tortola, British Virgin Islands
| ITEM 2(c). | CITIZENSHIP: |
Jingwu Zhang Zang – United States
Mabcore Limited – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Ordinary shares, par value of $0.0001 per share
| ITEM 2(e). | CUSIP NO.: |
44975P 103
There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 44975P103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Market under the symbol “IMAB.” Each 10 ADSs represents 23 Ordinary Shares.
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSONS FILING IS A: |
Not applicable
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of I-Mab by each of the reporting persons is provided as of December 31, 2021:
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Jingwu Zhang Zang |
9,565,570 | 5.05 | 9,565,570 | 0 | 9,565,570 | 0 | ||||||||||||||||||
| Mabcore Limited |
3,235,161 | 1.76 | 3,235,161 | 0 | 3,235,161 | 0 | ||||||||||||||||||
The 9,565,570 ordinary shares of the Issuer beneficially owned by Dr. Jingwu Zhang Zang comprise (i) 3,235,161 ordinary shares directly held by Mabcore Limited as described below and (ii) 142,274 ordinary shares held by Dr. Zang through The 2019 Hasselt Revocable Trust, (iii) 276,000 ordinary shares and 5,682,135 ordinary shares issuable upon exercise of options exercisable within 60 days after December 31, 2021, held by Dr. Zang through Doctor Zang 2020 Dynasty Trust, and (iv) 230,000 ordinary shares held by Dr. Zang. The 2019 Hasselt Revocable Trust was established under the laws of the State California and is co-managed by Dr. Zang and Ms. Zang, each as a settlor and a trustee. The Doctor Zang 2020 Dynasty Trust was established under the laws of the State of California and is co-managed by Dr. Zang, as the settlor and the investment trustee and by Ms. Zang, as the trustee.
Mabcore Limited, a British Virgin Islands company, directly holds 3,235,161 ordinary shares of the Issuer. Dr. Zang, through himself and The Jingwu Zhang Zang 2018 Irrevocable Family Trust, owns a 55.6% equity interest in Mabcore Limited. Dr. Lili Qian and two other individuals own the remaining equity interest in Mabcore Limited. Dr. Zang is the sole director of Mabcore Limited. The Jingwu Zhang Zang 2018 Irrevocable Family Trust was established under the laws of New York and is co-managed by Ms. Zang, as the trustee and by Dr. Zang, as the settlor. Pursuant to the currently effective memorandum and articles of association of Mabcore Limited, Dr. Zang, as the sole director, has the power to direct the actions of Mabcore Limited, including the voting and disposal of Mabcore Limited’s shares in I-Mab. Accordingly, Dr. Zang is deemed to indirectly own all of the 3,235,161 ordinary shares held by Mabcore Limited, while Dr. Qian and the other two individuals are only entitled to their respective pro-rata economic interest in Mabcore Limited.
The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2021 is based on 183,826,753 ordinary shares outstanding as of December 31, 2021 (excluding 1,223,839 ordinary shares issued to the deposit bank of I-Mab for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of I-Mab).
| 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
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE 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 |
Not applicable
| 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 11, 2022
| Jingwu Zhang Zang | /s/ Jingwu Zhang Zang | |||||
| Jingwu Zhang Zang | ||||||
| Mabcore Limited | By: | /s/ Jingwu Zhang Zang | ||||
| Name: | Jingwu Zhang Zang | |||||
| Title: | Director | |||||
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement | |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of I-Mab, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature page to follow]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2022.
| Jingwu Zhang Zang | /s/ Jingwu Zhang Zang | |||
| Jingwu Zhang Zang | ||||
| Mabcore Limited | By: | /s/ Jingwu Zhang Zang | ||
| Name: | Jingwu Zhang Zang | |||
| Title: | Director | |||