0000899243-17-016318.txt : 20170613 0000899243-17-016318.hdr.sgml : 20170613 20170613205411 ACCESSION NUMBER: 0000899243-17-016318 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170613 FILED AS OF DATE: 20170613 DATE AS OF CHANGE: 20170613 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Athenex, Inc. CENTRAL INDEX KEY: 0001300699 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 431985966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 MAIN STREET STREET 2: SUITE 600 CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 716-898-8625 MAIL ADDRESS: STREET 1: 1001 MAIN STREET STREET 2: SUITE 600 CITY: BUFFALO STATE: NY ZIP: 14203 FORMER COMPANY: FORMER CONFORMED NAME: Kinex Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20131223 FORMER COMPANY: FORMER CONFORMED NAME: Kinex Pharmaceuticals LLC DATE OF NAME CHANGE: 20040817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mui Bing How Tammy CENTRAL INDEX KEY: 0001709117 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38112 FILM NUMBER: 17910146 MAIL ADDRESS: STREET 1: C/O ATHENEX, INC. 1001 MAIN STREET STREET 2: SUITE 600 CITY: BUFFALO STATE: NY ZIP: 14203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beansprouts Ltd CENTRAL INDEX KEY: 0001709077 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38112 FILM NUMBER: 17910147 BUSINESS ADDRESS: STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 852-2526 0668 MAIL ADDRESS: STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mandra Medical Ltd CENTRAL INDEX KEY: 0001709068 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38112 FILM NUMBER: 17910148 BUSINESS ADDRESS: STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 852-2526 0668 MAIL ADDRESS: STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zhang Song-Yi CENTRAL INDEX KEY: 0001290865 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38112 FILM NUMBER: 17910149 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY STREET 2: 27/F, THREE EXCHANGE SQUARE, CENTRAL CITY: HONG KONG STATE: K3 ZIP: - 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-06-13 0 0001300699 Athenex, Inc. ATNX 0001290865 Zhang Song-Yi C/O ATHENEX, INC., 1001 MAIN STREET, SUITE 600 BUFFALO NY 14203 1 0 1 0 0001709068 Mandra Medical Ltd NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR J&C BUILDING, P.O. BOX 933, ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001709077 Beansprouts Ltd NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR J&C BUILDING, P.O. BOX 933, ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001709117 Mui Bing How Tammy C/O ATHENEX, INC., 1001 MAIN STREET, SUITE 600 BUFFALO NY 14203 0 0 1 0 Common Stock 4000 D Common Stock 678880 I By Avalon Biomedical (Management) Limited Common Stock 6428608 I By Mandra Medical Limited Common Stock 287176 I By Mandra Health Limited Stock Option (Right to Buy) 7.50 2025-05-18 Common Stock 80000 D Stock Option (Right to Buy) 9.00 2025-10-17 Common Stock 48000 D Stock Option (Right to Buy) 9.00 2025-07-17 Common Stock 54904 I By Avalon Biomedical (Management) Limited Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Song-Yi Zhang ("Mr. Zhang"), together with his spouse, indirectly owns all of the outstanding interests in Mandra Medical Limited, which owns 30% of the outstanding interests in Avalon Global, and Mr. Zhang serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical. Each of Mandra Health Limited and Mandra Medical Limited are wholly-owned subsidiaries of Beansprouts Limited. Mr. Zhang is a member of the board of directors of each Mandra Health Limited and Mandra Medical Limited and, together with his spouse, owns all of the outstanding interests in Beansprouts Limited and shares voting and dispositive power over the shares held by it. The option vested in full on May 18, 2016. The option vests in two equal annual installments beginning on October 17, 2016. The option vests in three equal annual installments beginning on July 17, 2016. Mr. Zhang disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zhang is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit List: Exhibit 24.1 - Power of Attorney for Song-Yi Zhang Exhibit 24.2 - Power of Attorney for Mui Bing How Tammy Exhibit 24.3 - Power of Attorney for Mandra Medical Limited and Beansprouts Limited Song-Yi Zhang, By: /s/ Teresa Bair, attorney-in-fact 2017-06-13 Mui Bing How Tammy, By: /s/ Teresa Bair, attorney-in-fact 2017-06-13 Mandra Medical Limited, By: /s/ Song-Yi Zhang, Director, By: /s/ Teresa Bair, attorney-in-fact 2017-06-13 Beansprouts Limited, By: /s/ Song-Yi Zhang, Director, By: /s/ Teresa Bair, attorney-in-fact 2017-06-13 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

        KNOW BY ALL THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of (i) Teresa Bair, Vice President, Corporate Development & Legal
Affairs of Athenex, Inc. (the "Company") and (ii) J. Nicholas Riehle, the
Company's Chief Financial Officer, as the undersigned's true and lawful
attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
        Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, trustee and/or shareholder of the Company, Forms
        3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the
        rules and regulations thereunder, and any other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company;

    3.  do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such Form
        3, 4 or 5, or other form or report, and timely file such form or report
        with the SEC and any stock exchange or similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in his or her
        discretion.

    The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

    This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including, without limitation, the reporting requirements under Section 16 of
the Exchange Act. Additionally, although pursuant to this Power of Attorney the
Company will use commercially reasonable best efforts to timely and accurately
file Section 16 reports on behalf of the undersigned, the Company does not
represent or warrant that it will be able to in all cases timely and accurately
file Section 16 reports on behalf of the undersigned due to various factors and
the undersigned and the Company's need to rely on others for information,
including the undersigned and brokers of the undersigned.

                            [Signature page follows]

    IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be
executed as of this 7th day of June, 2017.

                                        /s/ Song-Yi ZHANG
                                        ---------------------------------------
                                        Name: Song-Yi ZHANG
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT
                                                                    Exhibit 24.2

                                POWER OF ATTORNEY

        KNOW BY ALL THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of (i) Teresa Bair, Vice President, Corporate Development & Legal
Affairs of Athenex, Inc. (the "Company") and (ii) J. Nicholas Riehle, the
Company's Chief Financial Officer, as the undersigned's true and lawful
attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
        Act") or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, trustee and/or shareholder of the Company, Forms
        3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the
        rules and regulations thereunder, and any other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of the Company;

    3.  do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such Form
        3, 4 or 5, or other form or report, and timely file such form or report
        with the SEC and any stock exchange or similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in his or her
        discretion.

    The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

    This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including, without limitation, the reporting requirements under Section 16 of
the Exchange Act. Additionally, although pursuant to this Power of Attorney the
Company will use commercially reasonable best efforts to timely and accurately
file Section 16 reports on behalf of the undersigned, the Company does not
represent or warrant that it will be able to in all cases timely and accurately
file Section 16 reports on behalf of the undersigned due to various factors and
the undersigned and the Company's need to rely on others for information,
including the undersigned and brokers of the undersigned.

                            [Signature page follows]

    IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be
executed as of this 8th day of June, 2017.

                                        /s/ MUI BING HOW TAMMY
                                        ---------------------------------------
                                        Name: MUI BING HOW TAMMY
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT
                                                                    Exhibit 24.3

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENT, that I, Song-Yi Zhang, hereby make,
constitute and appoint each of J. Nick Riehle and Teresa Bair, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Director of
Beansprouts Limited, a British Virgin Islands company, and each of the
affiliates or entities advised or controlled by me, including Mandra Medical
Limited and Mandra Health Limited, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including, without limitation, all documents
relating to filings with the United States Securities and Exchange Commission
(the "SEC") pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Act"), and the rules and
regulations promulgated thereunder, including, without limitation: (1) all
documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act,
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(K), and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.

        All past acts of this attorney-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.

        This Power of Attorney shall remain in effect until revoked, in writing,
by the undersigned.

        IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to
be executed as of this 9th day of June, 2017.

                                        /s/ Song-Yi ZHANG
                                        ----------------------------------------
                                        Name : Song-Yi ZHANG
                                                  Director