SEC Form SC 13G/A filed by BeyondSpring Inc. (Amendment)

4/7/23 5:02:43 PM ET

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SC 13G/A 1 brhc10051226_sc13ga.htm SC 13G/A

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

BeyondSpring Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G10830100

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following information represents the reporting persons’ ownership as of December 31, 2022, which was previously reported on February 14, 2023, under Amendment No. 4. This Amendment No. 5 is being submitted to correct the amount of shares owned and reported by Lan Huang and Linqing Jia in Amendment No. 4.

CUSIP No. G10830100

SCHEDULE 13G

Page 2 of 12

1	NAMES OF REPORTING PERSONS
	Ever Regal Group Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			3,231,686

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			3,231,686

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,231,686

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.30% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 38,927,563 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of BeyondSpring Inc. (the “Issuer”) outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 3 of 12

1	NAMES OF REPORTING PERSONS
	Fairy Eagle Investments Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			4,620,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			4,620,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,620,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.87% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 4 of 12

1	NAMES OF REPORTING PERSONS
	Rosy Time Holdings Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			1,190,000

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,190,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,190,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.06% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 5 of 12

1	NAMES OF REPORTING PERSONS
	Lan Huang

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			10,210,523(1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			10,210,523(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,210,523(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	26.23% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)

Includes 3,231,686 Ordinary Shares owned directly by Ever Regal Group Limited, 4,620,000 Ordinary Shares owned directly by Fairy Eagle Investments Limited, 1,190,000 Ordinary Shares owned directly by Rosy Time Holdings Limited, 428,314 Ordinary Shares owned directly by the Lan Huang 2021 Grantor Retained Annuity Trust, 450,000 Ordinary Shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust, 3,486 Ordinary Shares owned directly by Dr. Lan Huang and 137,037 Ordinary Shares owned directly by her spouse, Mr. Linqing Jia. Also includes 150,000 Ordinary Shares held by Sincere Efforts Foundation Inc. (“Sincere Efforts”), a charitable foundation of which Dr. Huang serves on the board and in such capacity may be deemed to exercise shared voting and dispositive power over such Ordinary Shares. Dr. Huang disclaims beneficial ownership of the Ordinary Shares held by Sincere Efforts and nothing herein shall be construed as an admission that Dr. Huang is the beneficial owner of such Ordinary Shares. Dr. Huang and Mr. Jia share voting and dispositive power for all of the foregoing shares.

(2)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 6 of 12

1	NAMES OF REPORTING PERSONS
	Linqing Jia

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			10,210,523(1)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			10,210,523(1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,210,523(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	26.23% (2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)

Includes 3,231,686 Ordinary Shares owned directly by Ever Regal Group Limited, 4,620,000 Ordinary Shares owned directly by Fairy Eagle Investments Limited, 1,190,000 Ordinary Shares owned directly by Rosy Time Holdings Limited, 428,314 Ordinary Shares owned directly by the Lan Huang 2021 Grantor Retained Annuity Trust, 450,000 Ordinary Shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust, 3,486 Ordinary Shares owned directly by Mr. Jia’s spouse, Dr. Lan Huang, and 137,037 Ordinary Shares owned directly by Mr. Jia. Also includes 150,000 Ordinary Shares held by Sincere Efforts, a charitable foundation of which Dr. Huang serves on the board and in such capacity may be deemed to exercise shared voting and dispositive power over such Ordinary Shares. Dr. Huang disclaims beneficial ownership of the Ordinary Shares held by Sincere Efforts and nothing herein shall be construed as an admission that Dr. Huang is the beneficial owner of such Ordinary Shares. Dr. Huang and Mr. Jia share voting and dispositive power for all of the foregoing shares.

(2)

Based on 38,927,563 Ordinary Shares outstanding as of December 31, 2021, as reported in the Issuer’s latest annual report on Form 20-F.

CUSIP No. G10830100

SCHEDULE 13G

Page 7 of 12

Item 1(a)

Name of Issuer:

BeyondSpring Inc. (the “Issuer”)

Item 1(b)

Address of Issuer’s Principal Executive Offices:

28 Liberty Street, 39th Floor

New York, New York 10005

Item 2(a)-(c)

Name of Persons Filing; Address of Principal Business Office; and Citizenship

This Schedule 13G/A is filed jointly by each of the following persons (each a “Reporting Person” and, collectively, as the “Reporting Persons”) pursuant to a joint filing agreement entered into by the Reporting Persons in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, a copy of which was filed with the Schedule 13G filed by the Reporting Persons on February 14, 2018, as Exhibit 1 and is incorporated herein by reference:

Ever Regal Group Limited, a limited liability company organized under the laws of the British Virgin Islands (“Ever Regal”), in its capacity as the direct owner of 3,231,686 of the Issuer’s Ordinary Shares;

Fairy Eagle Investments Limited, a limited liability company organized under the laws of the British Virgin Islands (“Fairy Eagle”), in its capacity as the direct owner of 4,620,000 Ordinary Shares;

Rosy Time Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Rosy Time”), in its capacity as the direct owner of 1,190,000 Ordinary Shares;

Lan Huang, a Chinese citizen (“Dr. Huang”), in Dr. Huang’s capacity as the sole owner of Ever Regal; and

Linqing Jia, a Chinese citizen (“Mr. Jia”), in Mr. Jia’s capacity as the sole owner of each of Fairy Eagle and Rosy Time.

Dr. Huang is the Co-founder, Chairman and Chief Executive Officer of the Issuer. Mr. Jia is the Co-founder of the Issuer and the spouse of Dr. Huang. Dr. Huang is the sole trustee of the Lan Huang 2021 Grantor Retained Annuity Trust and the Lan Huang 2022 Grantor Retained Annuity Trust.

The principal business address for each of the Reporting Persons is c/o BeyondSpring Inc., 28 Liberty Street, 39th Floor, New York, NY 10005.

Item 2(d)

Title of class of securities:

Ordinary Shares, par value $0.0001 per share

Item 2(e)

CUSIP Number:

G10830100

CUSIP No. G10830100

SCHEDULE 13G

Page 8 of 12

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership:

A.	Ever Regal

	Amount beneficially owned: 3,231,686 Percent of class: 8.30%

	Number of shares as to which the person has:
	(i) Sole Voting Power:	0
	(ii) Shared Voting Power:	3,231,686
	(iii) Sole Dispositive Power:	0
	(iv) Shared Dispositive Power:	3,231,686

CUSIP No. G10830100

SCHEDULE 13G

Page 9 of 12

B.	Fairy Eagle

	Amount beneficially owned: 4,620,000 Percent of class: 11.87%

	Number of shares as to which the person has:
	(i) Sole Voting Power:	0
	(ii) Shared Voting Power:	4,620,000
	(iii) Sole Dispositive Power:	0
	(iv) Shared Dispositive Power:	4,620,000

C.	Rosy Time

	Amount beneficially owned: 1,190,000

	Percent of class: 3.06%

	Number of shares as to which the person has:
	(i) Sole Voting Power:	0
	(ii) Shared Voting Power:	1,190,000
	(iii) Sole Dispositive Power:	0
	(iv) Shared Dispositive Power:	1,190,000

D.	Dr. Huang

	Amount beneficially owned: 10,210,523

	Percent of class: 26.23%

	Number of shares as to which the person has:
	(i) Sole Voting Power:	0
	(ii) Shared Voting Power:	10,210,523
	(iii) Sole Dispositive Power:	0
	(iv) Shared Dispositive Power:	10,210,523

E.	Mr. Jia

	Amount beneficially owned: 10,210,523

	Percent of class: 26.23%

	Number of shares as to which the person has:
	(i) Sole Voting Power:	0
	(ii) Shared Voting Power:	10,210,523
	(iii) Sole Dispositive Power:	0
	(iv) Shared Dispositive Power:	10,210,523

Dr. Huang is the sole owner of Ever Regal and, as such, has the ability to direct the management of the business of Ever Regal, including the power to direct decisions regarding the vote and disposition of securities held by Ever Regal; therefore, Dr. Huang may be deemed to have indirect beneficial ownership of the Ordinary Shares directly beneficially owned by Ever Regal. Dr. Huang is the spouse of Mr. Jia.

CUSIP No. G10830100

SCHEDULE 13G

Page 10 of 12

Mr. Jia is the sole owner of each of Fairy Eagle and Rosy Time and, as such, has the ability to direct the management of the business of each of Fairy Eagle and Rosy Time, including the power to direct decisions regarding the vote and disposition of securities held by each of Fairy Eagle and Rosy Time; therefore, Mr. Jia may be deemed to have indirect beneficial ownership of the Ordinary Shares directly beneficially owned by each of Fairy Eagle and Rosy Time. Mr. Jia is the spouse of Dr. Huang.

The percentages used in this Schedule 13G/A are calculated based upon the Issuer’s 38,927,563 issued and outstanding Ordinary Shares as of December 31, 2021, as reported by the Issuer in its Form 20-F filed with the U.S. Securities and Exchange Commission on April 14, 2022.

Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons declare that filing this Schedule 13G/A shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G/A except to the extent of such person’s pecuniary interest in the Ordinary Shares, and, except to the extent of its, her or his pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

CUSIP No. G10830100

SCHEDULE 13G

Page 11 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Date: April 7, 2023

	EVER REGAL GROUP LIMITED

	By:	/s/ Lan Huang
	Name:	Lan Huang
	Title:	Director

	FAIRY EAGLE INVESTMENTS LIMITED

	By:	/s/ Linqing Jia
	Name:	Linqing Jia
	Title:	Director

	ROSY TIME HOLDINGS LIMITED

	By:	/s/ Linqing Jia
	Name:	Linqing Jia
	Title:	Director

	/s/ Lan Huang
	Lan Huang

	/s/ Linqing Jia
	Linqing Jia

CUSIP No. G10830100

SCHEDULE 13G

Page 12 of 12

EXHIBIT INDEX

Exhibit 1

Joint Filing Agreement, dated as of February 14, 2018, by and among Ever Regal Group Limited, Fairy Eagle Investments Limited, Rosy Time Holdings Limited, Lan Huang and Linqing Jia, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 1 of the Schedule 13G filed by the Reporting Persons on February 14, 2018).

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Date	Price Target	Rating	Analyst
12/2/2021	$38.00 → $5.00	Buy → Hold	Jefferies
12/2/2021	$45.00 → $5.00	Buy → Underperform	B of A Securities
12/1/2021		Outperform → Mkt Perform	William Blair
12/1/2021		Buy → Neutral	H.C. Wainwright
9/20/2021	$100.00 → $65.00	Buy	HC Wainwright & Co.
9/9/2021	$50.00	Outperform	Robert W. Baird
9/9/2021	$50.00	Outperform	Baird
8/4/2021	$100.00	Neutral → Buy	HC Wainwright & Co.

SEC Form SC 13G/A filed by BeyondSpring Inc. (Amendment)

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Amendment: SEC Form SC 13G/A filed by BeyondSpring Inc.