S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

BeyondSpring Inc.

(Exact name of registrant as specified in charter)

Cayman Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

BeyondSpring Inc.	10005
28 Liberty Street, 39th Floor	(Zip Code)
New York, New York
(Address of principal executive offices)

BeyondSpring Inc. 2017 Omnibus Incentive Plan

(Full Title of the Plan)

Lan Huang

28 Liberty Street, 39th Floor

New York, New York 10005

+1 (646) 305-6387

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of communications to:

Andrea L. Nicolas, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Tel: +1 (212) 735-3000

Fax: +1 (212) 735-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☐	Accelerated filer    ☐
Non-accelerated filer   ☐	Smaller reporting company   ☐
	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 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price		Amount of registration fee(3)
Ordinary Shares, par value $0.0001 per share		3,140,160	$	13.44	$	42,203,750.40	$	5,478.05

(1) This registration statement on Form S-8 (this “Registration Statement”) registers additional Ordinary Shares issuable pursuant to the Registrant’s 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”), which were not previously registered under the registration statement on Form S-8 filed with the Commission on March 13, 2017 (Registration No. 333-214610). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued under the 2017 Plan to prevent dilution from stock splits, stock dividends or similar transactions as provided in the 2017 Plan.

(2) Calculated, solely for the purpose of determining the registration fee, pursuant to Rule 457(h) and (c) on the basis of the average of the high and low prices ($13.82 and $13.06) of the Registrant’s ordinary shares as quoted on the Nasdaq Capital Market on July 22, 2020.

(3) Rounded up to the nearest cent.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, BeyondSpring Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 3,140,160 additional ordinary shares (the “Ordinary Shares”) of the Registrant under the Registrant’s 2017 Omnibus Incentive Plan, which was amended on July 24, 2020. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the SEC on March 13, 2017 (Registration No. 333-214610).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement (see Exhibit Index below).

BEYONDSPRING INC.

EXHIBIT INDEX

Exhibit Number	Description
4.1(1)	Amended and Restated Memorandum and Articles of Association of BeyondSpring Inc.
4.2(1)	Specimen Certificate for Ordinary Shares of BeyondSpring Inc.
5.1(2)	Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the Ordinary Shares being registered
10.1(1)	BeyondSpring Inc. 2017 Omnibus Incentive Plan and related form agreements
10.2(2)	Amendment to the BeyondSpring Inc. 2017 Omnibus Incentive Plan
23.1(2)	Consent of Ernst & Young Hua Ming LLP
23.2(2)	Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
24.1(2)	Power of Attorney (included on signature page hereto)

(1) Previously filed with the Registration Statement on Form F-1 (File No. 333-214610), as amended, initially filed on November 15, 2016, and incorporated herein by reference.

(2) Filed with this Registration Statement on Form S-8.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 24, 2020.

BeyondSpring Inc.
By:	/s/ Lan Huang
	Name:	Lan Huang
	Title:	Chairman of the Board of Directors and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Lan Huang as attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration of ordinary shares of the registrant under this registration statement, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to this registration statement, to any and all amendments or supplements to this registration statement and to any and all instruments or documents filed as part of or in connection with this registration statement or any and all amendments thereto; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities set forth below on July 24, 2020.

/s/ Lan Huang	Chairman of the Board of Directors and Chief
Name: Lan Huang	Executive Officer
	(principal executive officer)
/s/ Edward Dongheng Liu	Chief Financial Officer (principal financial officer and
Name: Edward Dongheng Liu	principal accounting officer)
/s/ Patrick Fabbio	Director
Name: Patrick Fabbio
/s/ Matthew Kirkby	Director
Name: Matthew Kirkby
/s/ Ramon Mohanlal	Director
Name: Ramon Mohanlal
/s/ Quanqi Song	Director
Name: Quanqi Song
/s/ Yanbin Xie	Director
Name: Yanbin Xie
/s/ Daniel Zabrowski	Director
Name: Daniel Zabrowski
/s/ Christine Zhao	Director
Name: Christine Zhao

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, the registrant’s duly authorized representative has signed this registration statement on Form S-8 in the City of New York, State of New York, on July 24, 2020.

Lan Huang
By:	/s/ Lan Huang
	Name:	Lan Huang
	Title:	Chairman of the Board of Directors and Chief Executive Officer

EX-5.1

Exhibit 5.1

Ref: VSL/715660-000001/16559627v3

BeyondSpring Inc.

28 Liberty Street, 39th Floor

New York, NY 10005

United States of America

24 July 2020

Dear Sirs

BeyondSpring Inc. (the “Company”)

We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on 24 July 2020 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 3,140,160 ordinary shares, par value US$0.0001 per share (the “Shares”), issuable by the Company pursuant to the Company’s 2017 Omnibus Incentive Plan, as amended on 23 July 2020 (the “Plan”).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the memorandum and articles of association of the Company adopted by special resolution passed on 24 February 2017 and effective immediately prior to the completion of the Company’s initial public offering of Shares (the “Memorandum and Articles”), the written resolutions of the board of directors of the Company dated 24 February 2017 and 23 July 2020 and the written resolutions of the compensation committee of the board of directors of the Company dated 23 July 2020 (the “Resolutions”).

Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

1. The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorized.

2. When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and when appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

These opinions are subject to the qualification that under the Companies Law (2020 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2020 Revision) directs or authorises to be inserted therein.  A third party interest in the shares in question would not appear.  An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter.  We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.

We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (d) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

EX-10.2

Exhibit 10.2

Amendment to the

BeyondSpring Inc. 2017 Omnibus Incentive Plan

THIS AMENDMENT (this “Amendment”) is made as of July 24, 2020, to the BeyondSpring Inc. Omnibus Incentive Plan, as amended from time to time (the “2017 Incentive Plan”).  Any capitalized terms used and not defined herein shall have the meanings set forth in the 2017 Incentive Plan.

WHEREAS, pursuant to Section 15 of the 2017 Incentive Plan, (i) the Administrator may amend, alter or terminate the 2017 Incentive Plan, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent.

WHEREAS, the Administrator has determined to amend the 2017 Incentive Plan in the manner set forth below.

NOW, THEREFORE, the 2017 Incentive Plan is hereby amended as follows:

1.      Section 4(a) of the 2017 Incentive Plan is hereby deleted and replaced with the following:

“The maximum number of Common Shares reserved for issuance under the Plan shall be equal to 5,277,197 Common Shares (subject to adjustment as provided by Section 5 hereof).”

2.      Except as expressly modified by this Amendment, all of the terms and conditions of the 2017 Incentive Plan shall remain in full force and effect.

3.      This Amendment shall be governed by the laws of the Cayman Islands, without giving effect to the conflict of laws principles thereof.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Omnibus Incentive Plan of BeyondSpring Inc. which was amended on July 24, 2020, of our report dated April 30, 2020, with respect to the consolidated financial statements of BeyondSpring Inc. included in its Annual Report (Form 20-F) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young Hua Ming LLP

Beijing, People’s Republic of China

July 24, 2020