SEC Form S-8 POS filed by BeiGene Ltd.

As filed with the U.S. Securities and Exchange Commission on May 27, 2025

Registration No. 333-209410

Registration No. 333-214064

Registration No. 333-216885

Registration No. 333-223319

Registration No. 333-225543

Registration No. 333-228786

Registration No. 333-241697

Registration No. 333-266639

Registration No. 333-279980

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

BeOne Medicines Ltd.

(Exact name of registrant as specified in its charter)

c/o BeOne Medicines I GmbH

Aeschengraben 27

21st Floor

4051 Basel, Switzerland

Telephone: +41 61 685 19 00

(Address, including zip code, of Principal Executive Offices)

2011 Option Plan

Fourth Amended and Restated 2016 Share Option and Incentive Plan

Fifth Amended and Restated 2018 Employee Share Purchase Plan

Non-Plan Share Options

(Full titles of the plans)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

(Name and address of agent for service)

(800) 221-0102

(Telephone number, including area code, of agent for service)

Copies to:

Chan Lee

Senior Vice President, General Counsel

c/o BeOne Medicines USA, Inc.

55 Cambridge Parkway

Suite 700W

Cambridge, MA 02142

(781) 801-1800

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.

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. ¨

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statements (as defined below) is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by BeOne Medicines Ltd., a corporation organized under the laws of Switzerland (the “Company”), as the successor to BeiGene, Ltd., an exempted company incorporated in the Cayman Islands with limited liability. Effective May 27, 2025, BeiGene, Ltd. changed its jurisdiction of incorporation from the Cayman Islands to Switzerland through a transaction known as a continuation under Section 206 of the Companies Act (as amended) of the Cayman Islands and Article 161 of the Swiss Federal Act on Private International Law (the “Continuation”) and changed its legal English name from BeiGene, Ltd. to BeOne Medicines Ltd. Except as modified by this Amendment, this Post-Effective Amendment No. 1 pertains to the adoption by the Company of the following registration statements on Form S-8 (collectively, the “Registration Statements”): (i) Registration No. 333-209410; (ii) Registration No. 333-214064; (iii) Registration No. 333-216885; (iv) Registration No. 333-223319; (v) Registration No. 333-225543; (vi) Registration No. 333-228786; (vii) Registration No. 333-241697; (viii) Registration No. 333-266639; and (ix) Registration No. 333-279980. The Company hereby expressly adopts each Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Post-Effective Amendment No. 1 does not reflect any increase in the number of the Company’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), issuable pursuant to the plans listed on the cover page hereof above the numbers previously approved and disclosed.

For the purposes of this Amendment and the Registration Statement, references to the “Company,” the “Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the Continuation, BeiGene, Ltd. and, as of any time after the Continuation, BeOne Medicines Ltd. The information contained in this Amendment sets forth additional information to reflect the Continuation. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective date of the Continuation did not reflect the change in the Company’s name, jurisdiction of incorporation or capital structure.

The Continuation was effected in the manner described in BeiGene, Ltd.’s registration statement on Form S-4 (the “Form S-4”), which was initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 7, 2024 (File No. 333-281324) and declared effective on March 10, 2025. The Continuation became effective on May 27, 2025 upon the Company’s registration with the Commercial Register of the Canton of Basel-Stadt, Switzerland. Thereafter, the Company became subject to Swiss law, our Swiss Articles of Association and the organizational regulations (analogous to bylaws under Delaware law). The Company was deregistered in the Cayman Islands on May 27, 2025.

The Continuation did not interrupt the corporate existence or operations of the Company or the listing of the American Depositary Shares (“ADSs”) of the Company on the Nasdaq Global Select Market (“Nasdaq”), each representing 13 Ordinary Shares, the listing of the Ordinary Shares on The Stock Exchange of Hong Kong Limited (the “HKEx”), and the listing of the Ordinary Shares traded in Renminbi (the “RMB Shares”) on the Science and Technology Innovation Board of the Shanghai Stock Exchange (“STAR Market”). Each outstanding Ordinary Share of BeiGene, Ltd. at the time of the effectiveness of the Continuation became an outstanding Ordinary Share of BeOne Medicines Ltd. Following the completion of the Continuation, the ADSs, each representing 13 Ordinary Shares, continue to be listed and traded on Nasdaq under the trading symbol “ONC.” The Ordinary Shares continue to be listed and traded on the HKEx under the stock code of “06160,” and the RMB Shares continue to be listed and traded on the STAR Market under the stock code of “688235.”

In connection with the Continuation, the Company amended and restated the Third Amended and Restated 2016 Share Option and Incentive Plan, as amended, and the Fourth Amended and Restated 2018 Employee Share Purchase Plan, as amended, to formally adopt each plan as its own and to reflect to the completion of Continuation. The Fourth Amended and Restated 2016 Plan and the Fifth Amended and Restated 2018 Employee Share Purchase Plan are filed as exhibits to this Amendment and are hereby incorporated by reference into this Amendment.

The Continuation changed the governing law that applies to the shareholders of the Company from Cayman law to Swiss law, each of which is described in BeiGene, Ltd.’s final prospectus relating to the Continuation, which was filed with the Commission pursuant to Rule 424(b)(3) on March 10, 2025 (the “Final Prospectus”). The Final Prospectus is part of the Form S-4.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

PART II

INFORMATION REQUIRED IN THE REGISTRANT’S PROSPECTUS

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by the Company, pursuant to the Securities Act and the Exchange Act, as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, the Registration Statements:

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be made a part hereof from the respective dates of filing such documents. The Company is not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any its Current Reports on Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Amendment to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Amendment to the Registration Statements.

Item 4. Description of Securities.

See the description of the Company’s share capital included in the Final Prospectus under the captions “PROPOSAL NO. 1: APPROVAL OF THE CONTINUATION — Description of Swiss Share Capital” and “PROPOSAL NO. 1: APPROVAL OF THE CONTINUATION — Description of Our American Depositary Shares” therein.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company believes, based on the interpretation of leading Swiss legal scholars, that under Swiss law, the Company may indemnify its directors and officers unless the indemnification results from a breach of their duties that constitutes gross negligence or intentional breach of duty of the director or officer concerned. The Articles of Association of the Company make indemnification of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of the Company to the fullest extent allowed by law. Under the Articles of Association of the Company, a director or officer may not be indemnified if such person is found, in a final judgment or decree not subject to appeal, to have committed an intentional or grossly negligent breach of his or her statutory duties as a director or officer. Swiss law permits the Company, or each director or officer individually, to purchase and maintain insurance on behalf of such directors and officers. The Company may obtain such insurance from one or more third-party insurers or captive insurance companies. The Company has entered into indemnification agreements with each of its directors and executive officers, upon the completion of the Continuation, that provide for indemnification and expense advancement and include related provisions meant to facilitate the indemnitee’s receipt of such benefits. The agreements provide that the Company will indemnify each such director and executive officer if such director or executive officer acted in good faith and reasonably believed he was acting in the best interest of the Company and, in addition, with respect to any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. The agreements provide that expense advancement is provided subject to an undertaking by the indemnitee to repay amounts advanced if it is ultimately determined that he is not entitled to indemnification.

The disinterested members of the Board of Directors or an independent counsel will determine whether indemnification payment should be made in any particular instance. In making such determination, the Board of Directors or the independent counsel, as the case may be, must presume that the indemnitee is entitled to such indemnification, and the Company has the burden of proof in seeking to overcome such presumption. If the Board of Directors or the independent counsel determines that the director or executive officer is not entitled to indemnification, the agreements provide that such person is entitled to seek an award in arbitration with respect to his right to indemnification under such agreement.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

(a) The following exhibits are filed herewith or incorporated herein by reference unless otherwise indicated:

# Certain portions of the exhibit have been omitted by means of redacting a portion of the text and replacing it with “[*],” because they are both (i) not material and (ii) the type of information that the Registrant treats as private or confidential.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

provided, however, that (a)(1)(i) and (a)(1)(ii) of Item 512 of Regulation S-K do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, Switzerland, on May 27, 2025.

POWER OF ATTORNEY

We, the undersigned directors and officers of BeOne Medicines Ltd., hereby severally constitute and appoint John V. Oyler, Aaron Rosenberg and Chan Lee, each acting together or alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Post-Effective Amendment No. 1 to the Registration Statements (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities and on the date indicated.

BeOne Medicines USA, Inc.