| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
NovaBridge Biosciences [ NBP ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares(1) | 11,784,164(2) | I | By CBC Investment l-Mab Limited(3) |
| Ordinary Shares(1) | 3,641,544(4) | I | By IBC Investment Seven Limited(5) |
| Ordinary Shares(1) | 5,574,560(6) | I | By CBC SPVII Limited(7) |
| Ordinary Shares(1) | 2,369,546(8) | I | By C-Bridge II Investment Ten Limited(9) |
| Ordinary Shares(1) | 7,129,885(10) | I | By Nova Aqua Limited(11) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2025 Employee Share Option (right to buy) | (13) | 09/03/2035 | Ordinary Shares(1) | 1,635,729(12) | $3.19(12) | D | |
| 2025 Employee Share Option (right to buy) | (14) | 09/03/2035 | Ordinary Shares(1) | 2,453,583(12) | $3.19(12) | D | |
| 2025 Employee Share Option (right to buy) | (15) | 09/03/2035 | Ordinary Shares(1) | 2,453,583(12) | $3.19(12) | D | |
| Explanation of Responses: |
| 1. The Ordinary Shares may be represented by American Depositary Shares ("ADS"). Each 10 ADSs represent 23 Ordinary Shares of the Issuer. |
| 2. Reported securities are represented by 5,123,549 ADSs. |
| 3. CBC Investment l-Mab Limited ("CBC:) is controlled by C-Bridge Healthcare Fund II, L.P. ("C-Bridge Healthcare"), C-Bridge Healthcare Fund GP II, L.P. ("C-Bridge Healthcare GP") is the general partner of C-Bridge Healthcare, C-Bridge Capital GP, Ltd. ("C-Bridge Capital") is the general partner of C-Bridge Healthcare GP and the Reporting Person may be deemed to control C-Bridge Capital. The Reporting Person disclaims beneficial ownership of the securities held directly by CBC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 4. Reported securities are represented by 1,583,284 ADSs. |
| 5. IBC Investment Seven Limited ("IBC") is controlled by l-Bridge Healthcare Fund, L.P. ("I-Bridge"), l-Bridge Healthcare GP, L.P. ("I-Bridge GP") is the general partner of I-Bridge, C-Bridge Capital is the general partner of I-Bridge GP and the Reporting Person may be deemed to control C-Bridge Capital. The Reporting Person disclaims beneficial ownership of the securities held directly by IBC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 6. Reported securities are represented by 2,423,721 ADSs. |
| 7. CBC SPVII Limited ("CBC SPVII") is controlled by I-Bridge, I-Bridge GP is the general partner of I-Bridge, C-Bridge Capital is the general partner of I-Bridge GP and the Reporting Person may be deemed to control C-Bridge Capital. The Reporting Person disclaims beneficial ownership of the securities held directly by CBC SPVII except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 8. Reported securities are represented by 1,030,237 ADSs. |
| 9. C-Bridge II Investment Ten Limited ("C-Bridge") is controlled by C-Bridge Healthcare, C-Bridge Healthcare GP is the general partner of C-Bridge Healthcare, C-Bridge Capital is the general partner of C-Bridge Healthcare GP and the Reporting Person may be deemed to control C-Bridge Capital. The Reporting Person disclaims beneficial ownership of the securities held directly by C-Bridge except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 10. Reported securities are represented by 3,099,950 ADSs. |
| 11. The securities are held through a trust which was established by the Reporting Person (as the settlor) for the benefit of the Reporting Person and his family. The Reporting Person disclaims beneficial ownership of these except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose |
| 12. Number of underlying securities and exercise price expressed in terms of ADSs. |
| 13. The option vests, if at all, in eight equal quarterly installments following the date on which the 30-trading-day weighted average price of the Issuer's ADS (based on trading days only) is at or above US$8.00. |
| 14. The option vests, if at all, in eight equal quarterly installments following the date on which the 30-trading-day weighted average price of the Issuer's ADS (based on trading days only) is at or above US$12.00. |
| 15. The option vests, if at all, in eight equal quarterly installments following the date on which the 30-trading-day weighted average price of the Issuer's ADS (based on trading days only) is at or above US$16.00. |
| Remarks: |
| Exhibit List: Ex. 24.1 - Power of Attorney |
| /s/ Xi-Yong (Sean) Fu as attorney-in-fact | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||