8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Form 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): March 30, 2021

BEIGENE, LTD.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-37686	98-1209416
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

c/o Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108
Cayman Islands

(Address of Principal Executive Offices) (Zip Code)

+1 (345) 949-4123

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share	BGNE	The NASDAQ Global Select Market
Ordinary Shares, par value $0.0001 per share*	06160	The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement of Chief Financial Officer

As previously reported in a Current Report on Form 8-K filed on November 5, 2021, BeiGene, Ltd. (the “Company”) announced that Howard Liang, Ph.D., Chief Financial Officer and Chief Strategy Officer, plans to retire from the Company. Dr. Liang will retire from the Company on June 30, 2021, following a transition period and the appointment of a new chief financial officer as noted below. Dr. Liang’s decision to retire is not the result of any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates, or judgments.

(c) Appointment of New Chief Financial Officer

On March 30, 2021, the Board of Directors of the Company appointed Julia Wang, Senior Vice President, Enterprise Optimization and Deputy Chief Financial Officer of the Company, to be the Company’s new Chief Financial Officer, effective June 30, 2021. Upon the effectiveness of her appointment, Ms. Wang will serve as the Company’s principal financial officer and principal accounting officer. Howard Liang, Ph.D., Chief Financial Officer and Chief Strategy Officer, will remain with the Company until June 30, 2021 to ensure an orderly transition. In connection with the transition, Angus Grant, Ph.D., the Company’s Chief Business Executive, will oversee the Company’s strategy function.

Ms. Wang, aged 50, has served as Senior Vice President, Enterprise Optimization and Deputy Chief Financial Officer of the Company since June 2020. Prior to that time, from 2018 to 2020, Ms. Wang served as Senior Vice President, Global Business Finance and Corporate Planning at Alexion Pharmaceuticals, a rare disease biopharmaceutical company operating in more than 50 countries. From 2015 to 2018, she held leadership positions at Quest Diagnostics, including Vice President of U.S. Regional Finance and Enterprise Commercial, and Vice President of Finance, Value Creation. From 2007 to 2012, she held senior leadership roles at Johnson and Johnson (J&J) as Chief Financial Officer of various operating businesses, including Xian-Janssen, J&J’s pharmaceutical business in China. Prior to 2007, she led finance initiatives at PepsiCo. Ms. Wang received an MBA from Fuqua School of Business at Duke University in 1999, and a BA in British Language and Literature from Shandong Normal University in 1992.

There are no arrangements or understandings between Ms. Wang and any other person pursuant to which she was appointed as Chief Financial Officer, nor are there any transactions between Ms. Wang and the Company that would be reportable under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Wang and any of our directors or executive officers.

Item 7.01. Regulation FD Disclosure.

On March 30, 2021, the Company issued a press release announcing the appointment of Ms. Wang as Chief Financial Officer and the retirement of Howard Liang, Ph.D., Chief Financial Officer and Chief Strategy Officer, from the Company, effective June 30, 2021. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing or this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by BeiGene, Ltd. on March 30, 2021.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by BeiGene, Ltd. on March 30, 2021.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BEIGENE, LTD.
Date: March 30, 2021	By:	/s/ Scott A. Samuels
	Name:	Scott A. Samuels
	Title:	Senior Vice President, General Counsel

EX-99.1

Exhibit 99.1

BeiGene Announces New Chief Financial Officer, Julia Wang

Current CFO and Chief Strategy Officer Howard Liang, Ph.D. to Retire from BeiGene in June

CAMBRIDGE, Mass. and BEIJING, China -- March 30, 2021 -- BeiGene, Ltd. (NASDAQ: BGNE; HKEX: 06160), a global biotechnology company focused on developing and commercializing innovative medicines, today announced that Julia Wang has been appointed as Chief Financial Officer, effective June 30, 2021. Ms. Wang will succeed Howard Liang, Ph.D., who previously announced his intention to retire from BeiGene and will stay on through June 30 to ensure an orderly transition.

Ms. Wang has extensive global finance experience across the biotech, pharmaceutical, medical device, diagnostic, and consumer products industries. She joined BeiGene in June 2020 as Senior Vice President, Enterprise Optimization and Deputy CFO, based in the Company’s Cambridge, MA office, and has been instrumental in driving value creation through partnering across the organization and optimizing resource allocation while elevating the leadership of the Finance function. In connection with the CFO transition, Angus Grant, Ph.D., Chief Business Executive, will oversee the Company’s strategy teams.

“Julia has had an important impact and been an integral member of our executive team since joining BeiGene nearly a year ago. We are fortunate to have her deep expertise in leading financial operations as we become a larger organization with thousands of colleagues and extensive operations around the world,” commented John V. Oyler, Co-Founder, Chief Executive Officer, and Chairman of BeiGene. “We are grateful to have had Howard’s service since 2015, as a dedicated, insightful leader and friend. We wish him the best and thank him for his many contributions, including the ongoing transition of his responsibilities.”

“I am humbled by the opportunity to serve as CFO of BeiGene, as we look to transform the biotechnology industry by creating impactful medicines that will be affordable and accessible to far more patients around the world,” commented Ms. Wang. “Our commitment to serve patients resonates throughout the company in the work we do each day. I aim to build on the solid foundation that Howard has established for BeiGene as a dual-listed, commercial-stage growth company, with resources that allow us to continue to invest in our business as we endeavor to accomplish our critical mission.”

Prior to joining BeiGene, Ms. Wang served as Senior Vice President, Global Business Finance and Corporate Planning at Alexion Pharmaceuticals. Prior to that she held leadership positions at Quest Diagnostics, including Vice President of U.S. Regional Finance and Enterprise Commercial, and Vice President of Finance, Value Creation. Before Quest, Ms. Wang held senior leadership roles at Johnson & Johnson (J&J) as CFO of various operating businesses, including Xian-Janssen, J&J’s pharmaceutical business in China. Previously, she also led finance initiatives at PepsiCo.

Ms. Wang earned her MBA from Fuqua School of Business at Duke University and her BA in British Language and Literature from Shandong Normal University.

About BeiGene

BeiGene is a global, commercial-stage biotechnology company focused on discovering, developing, manufacturing, and commercializing innovative medicines to improve treatment outcomes and access for patients worldwide. Our 5,400+ employees around the world are committed to expediting the development of a diverse pipeline of novel therapeutics. We currently market two internally discovered oncology medicines: BTK inhibitor BRUKINSA® (zanubrutinib) in the United States and China, and anti-PD-1 antibody tislelizumab in China. We also market or plan to market additional oncology products in China licensed from Amgen Inc.; Celgene Logistics Sàrl, a Bristol Myers Squibb (BMS) company; and EUSA Pharma; and have entered a collaboration with Novartis Pharma AG for Novartis to develop, manufacture and commercialize tislelizumab in North America, Europe, and Japan. To learn more about BeiGene, please visit www.beigene.com and follow us on Twitter at @BeiGeneUSA.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding BeiGene’s ability and drive to bring innovative medicines more affordably to patients around the world and have a sustained impact the biotechnology industry. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene's ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; BeiGene's ability to achieve commercial success for its marketed medicines and drug candidates, if approved; BeiGene's ability to obtain and maintain protection of intellectual property for its medicines and technology; BeiGene's reliance on third parties to conduct drug development, manufacturing and other services; BeiGene’s limited experience in obtaining regulatory approvals and commercializing pharmaceutical products and its ability to obtain additional funding for operations and to complete the development of its drug candidates and achieve and maintain profitability; the impact of the COVID-19 pandemic on the BeiGene’s clinical development, regulatory, commercial, and other operations, as well as those risks more fully discussed in the section entitled “Risk Factors” in BeiGene’s most recent annual report on Form 10-K as well as discussions of potential risks, uncertainties, and other important factors in BeiGene's subsequent filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this press release, and BeiGene undertakes no duty to update such information unless required by law.

Investor Contact	Media Contact
Craig West	Liza Heapes or Vivian Ni
+1 857-302-5189	+1 857-302-5663 or + 1 857-302-7596
ir@beigene.com	media@beigene.com

XML

Document and Entity Information Document	Mar. 30, 2021	Nov. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 30, 2021
Entity Registrant Name	BEIGENE, LTD.
Entity Incorporation, State or Country Code	E9
Entity File Number	001-37686
Entity Tax Identification Number	98-1209416
Entity Address, Address Line One	c/o Mourant Governance Services (Cayman) Limited
Entity Address, Address Line Two	94 Solaris Avenue, Camana Bay
Entity Address, City or Town	Grand Cayman
Entity Address, Postal Zip Code	KY1-1108
Entity Address, Country	KY
City Area Code	345
Local Phone Number	949-4123
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	American Depositary Shares, each representing 13 Ordinary Shares, par value $0.0001 per share
Trading Symbol	BGNE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key		0001651308
Amendment Flag		false