Last checked at 8 Nov 2022 07:00
BURNING ROCK BIOTECH LIMITED - Prospectus Supplement Filed with U.S. SEC
8 November 2022
Burning Rock Files Prospectus Supplement with U.S. Securities and Exchange Commission and Enters into "At-the-Market" Sales Agreement with Cowen
London, 8 November 2022: Burning Rock Biotech Limited (NASDAQ: BNR; LSE: BNR, the "Company" or "Burning Rock"), announces that, on November 7, 2022, Burning Rock filed a prospectus supplement with the U.S. Securities and Exchange Commission ("SEC") to sell up to an aggregate of US$100,000,000 of its American depositary shares ("ADSs"), each representing one Class A ordinary share, through an at-the-market equity offering program (the "ATM Program"). The ADSs will be offered through or to Cowen and Company, LLC ("Cowen") as the sales agent pursuant to a sales agreement dated November 7, 2022 between the Company and Cowen (the "Sales Agreement").
Pursuant to the Sales Agreement, sales of the Company's ADSs, if any, under the ATM Program will be made from time to time, at the Company's discretion, by means of ordinary broker transactions on or through the NASDAQ Global Market or other markets for its ADSs, sales made to or through a market maker other than on an exchange, or otherwise in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the sales agent. Burning Rock intends to use the net proceeds from the sales of its ADSs for (i) research and development of its early cancer detection technologies, (ii) obtaining NMPA approvals for its cancer genotyping products, including completing related clinical trials, and (iii) other general and administrative matters.
The Company is not obligated to make any sales of the ADSs under the Sales Agreement. The offering of ADSs pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the ADSs subject to the Sales Agreement and (b) the termination of the Sales Agreement by Cowen or the Company, as permitted therein.
The Company will pay Cowen a compensation equal to 3.0% of the gross proceeds of any ADSs sold under the Sales Agreement and has agreed to provide Cowen with customary indemnification and contribution rights.
The Company will also reimburse Cowen for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the sale of the ADSs pursuant thereto.
The ordinary shares represented by ADSs will be offered under the Company's shelf registration statement on Form F-3, which became effective on September 30, 2022 (File no. 333-264577). A prospectus supplement dated November 7, 2022 and a related base prospectus (included in the Company's shelf registration statement on Form F-3) describing the terms of the offering have been filed with the Securities and Exchange Commission (the "SEC").
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed with the SEC.
The Company has submitted the following documents to the National Storage Mechanism of the UK Financial Conduct Authority:
· The prospectus supplement dated November 7, 2022.
· Report on Form 6-K submitted to the SEC on November 7, 2022, including management's discussion and analysis of financial condition and results of operations as of and for the six months ended June 30, 2022 and recent developments included as Exhibit 99.1 thereto; and the Company's unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2022 included as Exhibit 99.2 thereto.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
About Burning Rock
Burning Rock Biotech Limited (NASDAQ: BNR; LSE: BNR), whose mission is to guard life via science, focuses on the application of next generation sequencing (NGS) technology in the field of precision oncology. Its business consists of i) NGS-based therapy selection testing for late-stage cancer patients, and ii) cancer early detection, which has moved beyond proof-of-concept R&D into the clinical validation stage.
For more information about Burning Rock, please visit: www.brbiotech.com.
Enquiries:
Contact: IR@brbiotech.com
The person responsible for the release of this information on behalf of Burning Rock Biotech Limited is Leo Li, Director and Chief Financial Officer.
Important Legal Information
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.
This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, South Africa or Japan or in any other jurisdiction where, or to any person to whom, to do so would constitute a violation of applicable law or regulation.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Class A ordinary shares or ADSs, nor shall there be any sale of the ordinary shares or ADSs in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Neither this announcement nor the prospectus supplement forms part of an offer of transferable securities to the public in the United Kingdom.
This announcement has been prepared on the basis that any offer of the ADSs in any Member State of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of ADSs.
This announcement has been prepared on the basis that any offer of the ADSs in the United Kingdom will be made pursuant to an exemption under the Financial Services and Markets Act 2000 (the "FSMA") and the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 from the requirement to publish a prospectus for offers of ADSs.
This announcement is for distribution only to, and is only directed only at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity relating to the ADSs is available only to relevant persons and will be engaged in only with relevant persons.
This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about Burning Rock and its subsidiaries. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this announcement speak only as at the date of this announcement.
Burning Rock expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.
The information in this announcement is subject to change.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.