What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-27 · 201 added, 181 removed, 975 unchanged (28% of the section changed)

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated balance sheets as of December 31, 2024 and 2025

4 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

To the Stockholders and Board of Directors of

BeyondSpring Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BeyondSpring Inc.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of BeyondSpring Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements of comprehensive loss, shareholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

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Related payments are recorded as research and development expenses, and accruals are recorded for estimated ongoing research costs.

When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs.

When evaluating the adequacy of the accrual for research contract costs, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs.

Significant judgments and estimates are made in determining the accrued balances at the end of the reporting period and actual results could differ from the Company’s estimates.

2 unchanged sentences

These procedures included, among others, (i) obtaining an understanding of the design and implementation of certain key controls and how management estimates and records the accrued research contract costs;

(ii) inspecting clinical trial related contract terms and conditions, and assessing the status of contracts with research institutions and other companies through corroborative inquiries with the in-house research personnel;

(ii) inspecting research and development related contract terms and conditions, and assessing the status of contracts with research institutions and other companies through corroborative inquiries with the in-house research personnel;

(iii) reviewing subsequent disbursements to determine whether any invoices belong to the period under audit were properly accrued for to identify any unrecorded accrued expenses at year end;

(iv) evaluating management’s estimate by retrospectively reviewing the beginning balance of accrued research contract costs and tested the activities of the expenses and payments recorded in the current period;

(iv) evaluating management’s estimate by testing the activities of the expenses and payments recorded in the current period;

(v) comparing and reconciling the confirmation responses from the research institutions and other companies with the accrual balances.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2023 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

Costa Mesa, CA

March 25, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

BeyondSpring Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BeyondSpring Inc.

(the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive loss, shareholders’ deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2023.

We have served as the Company’s auditor from 2023 to 2025.

Costa Mesa, CA

7 unchanged sentences

Cash and cash equivalents

Restricted Cash

Short-term investments

Advances to suppliers

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Commitments and contingencies (Note 13)

Mezzanine equity

Contingently redeemable noncontrolling interests – discontinued operations

Shareholders ’ deficit

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Total shareholders’ deficit

Total liabilities, mezzanine equity and shareholders ’ deficit

Total liabilities and shareholders ’ deficit

The accompanying notes are an integral part of these consolidated financial statements.

8 unchanged sentences

Loss from operations

Foreign exchange loss, net

Foreign exchange gain (loss), net

Interest income

5 unchanged sentences

Loss from discontinued operations

Gain on disposal of discontinued operations

Income tax expenses

3 unchanged sentences

Net loss attributable to BeyondSpring Inc.

Net loss per share, basic and diluted

Net earnings (loss) per share, basic and diluted

Continuing operations

4 unchanged sentences

Other comprehensive loss, net of tax of nil:

Foreign currency translation adjustment gain from continuing operations

Foreign currency translation adjustment (loss) gain from discontinued operations

Foreign currency translation adjustment gain (loss) from continuing operations

Foreign currency translation adjustment gain (loss) from discontinued operations

Comprehensive loss

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Balances at January 1, 2024

Issuance of ordinary shares, net of issuance costs

Share-based compensation

Forfeited restricted shares

Exercise of share options

Capital contribution from noncontrolling interests

Issuance costs incurred by noncontrolling interests

Accretion of contingently redeemable noncontrolling interest

Reclassification of noncontrolling interests from mezzanine equity to permanent equity

Other comprehensive income

Balances at December 31, 2024

Issuance of ordinary shares

Issuance of ordinary shares, net of issuance costs

Share-based compensation

Exercise of share options

Capital contribution from noncontrolling interests

Issuance costs incurred by noncontrolling interests

Accretion of contingently redeemable noncontrolling interest

Reclassification of noncontrolling interests from mezzanine equity to permanent equity

Ownership interests in subsidiary transferred to third parties

Other comprehensive income

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Non-cash operating lease expenses

Disposal of property and equipment

Unrealized gain on short-term investments

Gain on sale of subsidiary interests

Changes in assets and liabilities:

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Proceeds from maturity of short-term investments

Net cash used in investing activities

Proceeds from sale of subsidiary interests

Net cash (used in) provided by investing activities

Cash flows from financing activities:

1 unchanged sentence

Capital contribution from noncontrolling interests

Proceeds from exercise of share options

Payments of offering costs

3 unchanged sentences

Effect of foreign exchange rate changes

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash from continuing operations at beginning of year

Cash, cash equivalents and restricted cash from discontinued operations at beginning of year

cash, cash equivalents and restricted cash from discontinued operations at end of year

Cash, cash equivalents, and restricted cash from continuing operations at end of year

Net decrease in cash and cash equivalents

Cash and cash equivalents from continuing operations at beginning of year

Cash and cash equivalents and from discontinued operations at beginning of year

cash and cash equivalents from discontinued operations at end of year

Cash and cash equivalents from continuing operations at end of year

Supplemental disclosures of cash flow information

2 unchanged sentences

Income taxes paid

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:

Cash and cash equivalents from continuing operations

Restricted cash from continuing operations

Total cash, cash equivalents and restricted cash from continuing operations

Non-cash activities:

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

Issuance costs accrued in accrued expenses

The accompanying notes are an integral part of these consolidated financial statements.

16 unchanged sentences

In 2019, the Company received aggregate gross proceeds of $ 10,083 (RMB 70,000 ) from this equity financing.

In March 2023, BeyondSpring Pharmaceuticals Australia PTY Ltd.

(“BeyondSpring Australia”), a wholly owned subsidiary of the Company, was deregistered in Australia.

As of December 31, 2024, the Company and SEED Technology Limited (“SEED Technology”), a majority-owned indirect subsidiary of the Company (collectively, the BYSI Entities”), owns approximately 46.87 % of the outstanding equity interest in SEED, calculated on an as-converted basis.

SEED continues to be consolidated into the financial statements of the Company since the Company remains substantive control of SEED.

In August 2024, SEED Therapeutics Inc.

(“SEED”) completed the first close of its Series A-3 financing, where SEED sold an aggregate of 5,647,059 of its Series A-3 Preferred Shares to Eisai Co., Ltd (“Eisai”) and certain other third-party investors, for an aggregate purchase price of $ 24,000 , each at a cash purchase price of $ 4.25 per share.

In January 2025, the Company entered into definitive agreements with three investors to sell a portion of Series A-1 Preferred Shares of SEED owned by the Company, for gross proceeds of approximately $ 35,418 .

Upon completion of the transactions, the BYSI Entities are expected to retain approximately 14.37 % of SEED’s outstanding shares.

Upon completion of the transactions, the Company and SEED Technology Limited (“SEED Technology”), a majority-owned indirect subsidiary of the Company (collectively, the “BYSI Entities”) are expected to retain approximately 13.62 % of SEED’s outstanding shares.

See Note 3 – Discontinued operations for further information.

In September 2025, SEED entered into share purchase agreements with certain third-party investors and a related party (see Note 15 – Related Party Transactions) to sell an aggregate of 1,411,761 of its Series A-3 Preferred Shares for an aggregate purchase price of $ 6,000 at a cash purchase price of $ 4.25 per share.

As of December 31, 2025, the BYSI Entities owns approximately 34.29 % of the outstanding equity interest in SEED, calculated on an as-converted basis.

SEED continues to be consolidated into the financial statements of the Company since the Company remains substantive control of SEED.

As of December 31, 2025, the subsidiaries of the Company are as follows:

2 unchanged sentences

Date of incorporation

Percentage of

ownership by the

Percentage of ownership by the Group

Principal activities

39 unchanged sentences

Pre-clinical development activities

September 30, 2025

Holding company

SEED LH MG Inc.

Delaware, U.S.

October 6, 2025

Product development activities

BEYONDSPRING INC.

18 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period.

Areas where management uses subjective judgment include, but are not limited to, share-based compensation, clinical trial accruals, valuation allowance for deferred tax assets, estimating uncertain tax positions, measurement of right-of-use assets and lease liabilities, fair value of financial instruments, impairment of long-lived assets and estimating of useful life for property and equipment.

Areas where management uses subjective judgment include, but are not limited to, share-based compensation, clinical trial accruals, valuation allowance for deferred tax assets, estimating uncertain tax positions (“UTP”), measurement of right-of-use assets and lease liabilities, fair value of financial instruments, impairment of long-lived assets and estimating of useful life for property and equipment.

Management bases the estimates on historical experience, known trends and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

7 unchanged sentences

Research contract costs and accruals

The Company has entered into various research and development contracts with research institutions and other companies primarily in the PRC, the U.S., and Europe.

Related payments are recorded as research and development expenses and are expensed as incurred.

The Company has entered into various R&D contracts with research institutions and other companies primarily in the PRC, the U.S., and Europe.

Related payments are recorded as R&D expenses and are expensed as incurred.

The Company records accruals for estimated ongoing research costs.

6 unchanged sentences

The Company currently uses the U.S.

dollar as the functional currency for all its entities, except for entities in the PRC, which adopt the RMB as their functional currency, and BeyondSpring Australia, which adopts the Australian dollar as the functional currency.

dollar as the functional currency for all its entities, except for entities in the PRC, which adopt the RMB as their functional currency.

The determination of the respective functional currency is based on the criteria of ASC 830, Foreign Currency Matters .

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All cash and cash equivalents are unrestricted as to withdrawal and use.

Restricted Cash

Cash or cash equivalent that is legally restricted as to withdrawal or usage is reported separately on the face of the consolidated balance sheets, and is included in the total cash, cash equivalents, and restricted cash in the consolidated statements of cash flows.

As of December 31, 2023, the Company’s restricted cash represents bank deposits judicially frozen by the court as an interim and conservatory measure for the arbitration with Jiangsu Hengrui Pharmaceuticals Co., Ltd.

On January 10, 2024, the arbitral tribunal at China International Economic and Trade Arbitration Committee issued a final award with respect to the Hengrui Arbitration, denying all claims made by Hengrui.

As a result, all of Wanchunbulin’s assets that have been seized and frozen pending a decision by the arbitral tribunal were returned to Wanchunbulin in February 2024.

Short-term investments

Short-term investments consist of time deposits with original maturities of greater than three months but less than twelve months and structured deposits with maturities of less than twelve months.

These structured deposits are classified as short-term investments as they are not readily convertible to known amounts of cash.

Financial products issued by commercial banks expected to be realized in cash within the next twelve months are also included in short-term investments.

Advances to suppliers

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Otherwise, the Company remeasures and reallocates the remaining consideration in the contract, reassesses the classification of the lease at the effective date of the modification and accounts for any initial direct costs, lease incentives and other payments made to or by the lessee.

If the modification fully or partially terminates the existing lease, the Company remeasures the lease liability and decreases the carrying amount of the ROU assets in proportion to the full or partial termination of the existing lease and recognize in profit or loss any difference between the reduction in the lease liability and the reduction in the ROU assets.

If the modification fully or partially terminates the existing lease, the Company remeasures the lease liability and decreases the carrying amount of the ROU assets in proportion to the full or partial termination of the existing lease and recognizes in profit or loss any difference between the reduction in the lease liability and the reduction in the ROU assets.

Operating leases are included in operating lease right-of-use assets and lease liabilities on the consolidated balance sheets.

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Summary of significant accounting policies (continued)

Government grants

Government grants consist of cash subsidies received by the Company’s subsidiaries in PRC from local governments.

Grants relating to assets are recognized in the consolidated balance sheets upon receipt and amortized as other income over the weighted average useful life of the related assets.

Grants relating to income that involves no conditions or continuing performance obligations of the Company are recognized as other income upon receipt.

Grants received with government specified performance obligations are recognized as other income when such obligations have been fulfilled.

For the year ended December 31, 2023, the Company received cash subsidies of $ 831 for research and development expenses incurred in the past.

The amount is recognized as other income upon receipt as no further performance by the Company is required.

The Company did not receive government grants for the year ended December 31, 2024.

Property and equipment

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The cost approach is based on the amount that would currently be required to replace an asset.

Financial instruments of the Company primarily include cash and cash equivalents, accounts payable, and contingently redeemable noncontrolling interests.

The redeemable noncontrolling interests were initially recorded at issuance price net of issuance costs.

The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of the redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.

Financial instruments of the Company primarily include cash and cash equivalents, short-term investments, and accounts payable.

The Company measures its financial products issued by commercial banks at fair value on a recurring basis based on quoted subscription/redemption price published by the relevant banks.

The carrying values of cash and cash equivalents, accounts payable, and time deposits approximated their fair values due to their short-term nature.

The carrying values of cash and cash equivalents, short-term investments, accounts payable, and time deposits approximated their fair values due to their short-term nature.

BEYONDSPRING INC.

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Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance.

In 2022, the Company realigned its operations into two reportable segments, Plinabulin pipeline and Targeted Protein Degradation (“TPD”) platform, as the CODM manages and assesses the Company’s performance and operating results of Plinabulin pipeline and TPD platform separately to allocate resources.

The Company operates in two reportable segments, Plinabulin pipeline and Targeted Protein Degradation (“TPD”) platform, as the CODM manages and assesses the Company’s performance and operating results of Plinabulin pipeline and TPD platform separately to allocate resources.

The Plinabulin pipeline focuses on developing innovative cancer therapies to improve clinical outcomes for patients who have high unmet medical needs.

38 unchanged sentences

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Comprehensive income (loss)

Comprehensive income (loss) is defined as the changes in equity (deficit) of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners.

For each of the periods presented, the Company’s comprehensive income (loss) includes net loss and foreign currency translation adjustments, and is presented in the consolidated statements of comprehensive loss.

BEYONDSPRING INC.

5 unchanged sentences

Summary of significant accounting policies (continued)

Comprehensive income (loss)

The Company uses the liability method of accounting for income taxes.

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Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash.

The Company’s cash, cash equivalents and restricted cash are held at financial institutions that management believes to be of high credit quality.

As of December 31, 2023 and 2024, cash, cash equivalents and restricted cash were held by financial institutions located in the U.S.

PRC state-owned banks, such as China Merchants Bank, Bank of China, are subject to a series of risk control regulatory standards, and PRC bank regulatory authorities are empowered to take over the operation and management when any of those banks faces a material credit crisis.

The Company does not foresee substantial credit risk with respect to cash and cash equivalents, restricted cash and short-term investments held at the PRC state-owned banks.

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents.

The Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality.

As of December 31, 2024 and 2025, cash and cash equivalents, and short-term investments were held by financial institutions located in the U.S.

PRC state-owned banks, such as China Merchants Bank and Bank of China, are subject to a series of risk control regulatory standards, and PRC bank regulatory authorities are empowered to take over the operation and management when any of those banks faces a material credit crisis.

The Company does not foresee substantial credit risk with respect to cash and cash equivalents, and short-term investments held at the PRC state-owned banks.

Meanwhile, China does not have an official deposit insurance program, nor does it have an agency similar to what was the Federal Deposit Insurance Corporation (FDIC) in the U.S.

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The Company regularly monitors the rating of the financial institutions to avoid any potential defaults.

The Company has not experienced any losses on cash, cash equivalents and restricted cash to date.

The Company has not experienced any losses on cash and cash equivalents or short-term investments to date.

The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

BEYONDSPRING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Amounts in thousands of U.S.

Dollars (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Summary of significant accounting policies (continued)

Concentration of risks (continued)

Business, customer, political, social and economic risks

9 unchanged sentences

The Company’s operations could also be adversely affected by significant political, economic and social uncertainties in PRC and in relations between PRC and the U.S.

BEYONDSPRING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Amounts in thousands of U.S.

Dollars (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Summary of significant accounting policies (continued)

Concentration of risks (continued)

Business risk

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The depreciation of RMB against the U.S.

dollar was approximately 2.9 % and 2.8 % for the year ended December 31, 2023 and 2024, respectively.

dollar was approximately 2.8 % for the year ended December 31, 2024, and the appreciation of RMB against the U.S.

dollar was approximately 4.2 % for the year ended December 31, 2025.

It is difficult to predict how market forces or PRC or U.S.

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New accounting standards which have been adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update requires disclosure of incremental segment information on an annual and interim basis.

This update is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 for the year ended December 31, 2024 with the comparative periods updated to reflect additional disclosures.

See Footnote 18 for segment related disclosures.

New accounting standards which have not yet been adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Retrospective application is permitted.

The Company is currently evaluating the impact on its consolidated financial statements of adopting this guidance.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

See Note 6 for income tax disclosures.

New accounting standards which have not yet been adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

9 unchanged sentences

The Company is currently evaluating the impact on its financial statements of adopting this guidance.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

The amendments in this update establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating the impact on its financial statements of adopting this guidance.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date.

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The divestiture of SEED represents a strategic shift in the Company’s reallocation and optimization of the available resources to pipelines with greater potential.

In accordance with ASC 205-20, all assets and liabilities of SEED were classified as held-for-sale in the consolidated balance sheet as of December 31, 2024, and the results of operations of SEED were reflected as discontinued operations in the consolidated statement of operations for the year ended December 31, 2024, and retroactively applied to the year ended December 31, 2023.

On January 24, 2025, the Company entered into a Preferred Share Purchase Agreement (each, an “Agreement” and collectively, the “Agreements”) with each of Winning View Investment Limited, a business company organized in the British Virgin Islands (“BVI”), FULL TECH CORPORATE DEVELOPMENT LIMITED, a business company organized in the BVI, and Mapfil Investment Limited, a limited company organized in Hong Kong, respectively (each, a “Purchaser” and collectively, the “Purchasers”).

In accordance with ASC 205-20, all assets and liabilities of SEED were classified as held-for-sale in the consolidated balance sheet as of December 31, 2024 and 2025, and the results of operations of SEED were reflected as discontinued operations in the consolidated statement of operations for the years ended December 31, 2024 and 2025.

On January 24, 2025, the Company entered into a Preferred Share Purchase Agreement (each, an “Agreement” and collectively, the “Agreements”) with each of Winning View Investment Limited, a business company organized in the BVI, FULL TECH CORPORATE DEVELOPMENT LIMITED, a business company organized in the BVI, and Mapfil Investment Limited, a limited company organized in Hong Kong, respectively (each, a “Purchaser” and collectively, the “Purchasers”).

On February 17, 2025, the Company and Winning View Investments Limited entered into the First Amendment to Purchase Agreement (the “Amendment”).

Pursuant to the Agreements and the Amendment, the Company agreed to sell the Purchasers a total of 8,333,637 Series A-1 Preferred Shares (the “Shares”) of SEED to the Purchasers at a price per share of $ 4.25 , in exchange of aggregate cash proceeds of $ 35,418 .

The Agreements, as amended, will be executed in three separate closings as described below (ownership percentage calculated on an as-converted basis (excluding any shares that may be reserved under an employee stock ownership plan, or similar arrangement), after taking into account the issuance of an aggregate of 5,647,059 of the Series A-3 Preferred Shares in the first close of SEED’s Series A-3 financing, and assuming there is no other change to SEED’s share capital prior to such Closing.):

Pursuant to the Agreements and the Amendment, the Company agreed to sell a total of 8,333,637 Series A-1 Preferred Shares (the “Shares”) of SEED to the Purchasers at a price per share of $ 4.25 , in exchange of aggregate cash proceeds of $ 35,418 .

The Agreements, as amended, will be executed in three separate closings as described below.

The below ownership percentage for the First Closing is calculated after taking into account the issuance of an aggregate of 5,647,059 Series A-3 Preferred Shares in August 2024, and the ownership percentages for the Second Closing and Third Closing are calculated after taking into account the additional issuance of an aggregate of 1,411,761 Series A-3 Preferred Shares in September 2025, assuming there is no other changes to SEED’s share capital prior to such Closings and excluding any shares that may be reserved under an employee stock ownership plan or similar arrangement.

On February 19, 2025, the First Closing (as defined in each Agreement, as amended) was completed.

1 unchanged sentence

Immediately upon the First Closing, the Company’s direct and indirect ownership in SEED decreased to 40.12 %, but still retained the controlling interest of SEED through the control of the SEED Board.

At the Second Closing (as defined in each Agreement, as amended, which shall be no later than December 15, 2025), the Company will sell and transfer to the Purchasers a total of 3,103,055 Shares, comprised of 1,436,327 Shares to Winning View Investment Limited, 555,576 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 1,111,152 Shares to Mapfil Investment Limited.

The Company’s noncontrolling interests increased by 6.75 % upon the First Closing.

At the Second Closing (as defined in each Agreement, as amended, which management expects to be completed in 2026), the Company will sell and transfer to the Purchasers a total of 3,103,055 Shares, comprised of 1,436,327 Shares to Winning View Investment Limited, 555,576 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 1,111,152 Shares to Mapfil Investment Limited.

Immediately upon the Second Closing, the Company’s direct and indirect ownership in SEED will further decrease to 26.56 %.

50 unchanged sentences

Net cash used in discontinued operating activities

Net cash used in discontinued investing activities

Net cash provided by (used in) discontinued investing activities

Net cash provided by discontinued financing activities

In connection with the First Closing, the Company recorded a gain on the sale of subsidiary interests:

Gain recognized on the First Closing

Fair value of consideration received

Adjustments to noncontrolling interests ( 6.75 % of the equity interests)

Gain on sale of subsidiary interests

Collaboration agreements

36 unchanged sentences

The preclinical discovery, clinical and regulatory development milestone payments were fully constrained at contract inception, and are not included in the transaction price.

In connection with the Lilly Collaboration Agreement, the BYSI Entities transferred certain contracts, know-how, materials and equipment, and documents related to a proprietary technology platform to SEED for 9,631,941 Series A-1 convertible preferred shares (the “Series A-1 Preferred Shares”) of SEED.

In addition, SEED, BYSI entities, and Lilly entered into share purchase agreements pursuant to which SEED issued an aggregate of 1,194,030 shares of its Series A-1 Preferred Shares to BYSI Entities, and 1,990,000 shares of its Series A-2 convertible redeemable preferred shares (the “Series A-2 Preferred Shares”) to Lilly, each at a cash purchase price of $ 2.5125 per share.

Series A-2 Preferred Shares were recorded as contingently redeemable noncontrolling interests in mezzanine equity (Note 12).

Pursuant to the share purchase agreement (the “A2 SPA”) entered into between SEED and Lilly, SEED also agree to sell and issue to Lilly an additional 1,990,000 Series A-2 Preferred Shares to Lilly, at a cash purchase price of $ 2.5125 per share upon the fulfilment, prior to November 12, 2022, of certain conditions under the terms of the A2 SPA (the “Forward”).

The fair value of the Series A-2 Preferred Shares and Forward at initial closing was determined by the Company with the assistance of a third party independent valuation firm.

The Company used a discounted cash flow model to determine the total equity value of SEED and further adopted the equity allocation model to determine the fair value of the Series A-2 Preferred Shares as of the date of issuance which is adjusted for a lack of marketability discount because the shares are subject to certain restrictions.

The fair value of the Series A-2 Preferred Shares and the Forward on the initial closing date was determined to be $ 5,267 and $ 278 , respectively.

The Lilly Collaboration Agreement and the A2 SPA were combined and accounted for as a single arrangement since they were entered into at the same time.

The total cash proceeds of $ 15,000 received from Lilly under the Lilly Collaboration Agreement and the A2 SPA were allocated to the Series A-2 Preferred Shares and the Forward at their fair value with the residual balance to the collaboration arrangement as follows:

November 20, 2020

Collaboration arrangement – research and development services

Fair value of Series A-2 Preferred Shares (Note 12)

Fair value of the Forward

Total cash proceeds

In June 2022, SEED settled the Forward with Lilly, and issued 1,990,000 Series A-2 Preferred Shares to Lilly for $ 5,000 in cash upon achieving the conditions under the terms of the A2 SPA (Notes 12).

SEED recognized collaboration revenue of $ 2,001 and $ 2,001 related to the Lilly Collaboration Agreement for the years ended December 31, 2024 and 2025, respectively.

18 unchanged sentences

The Company is incorporated in the Cayman Islands and is not subject to income tax under the current laws of the Cayman Islands.

BeyondSpring Ltd., BVI Biotech, and SEED Technology are all incorporated in the BVI and are not subject to income tax under the current laws of the BVI.

BeyondSpring US is incorporated in Delaware, the U.S.

BeyondSpring Ltd., SEED Technology, BVI Biotech, SEED, and SEED LH Inc.

are all incorporated in the BVI and are not subject to income tax under the current laws of the BVI.

BeyondSpring US, SEED US, and SEED LH MG Inc.

are incorporated in Delaware, the U.S.

They are subject to statutory U.S.

Federal corporate income tax at a rate of 21 % for all years presented

BeyondSpring Australia is incorporated in Australia and is subject to corporate income tax at a rate of 30 %.

BeyondSpring Australia had no taxable income for all years presented and therefore, no provision for income taxes is required.

BeyondSpring Australia was deregistered in Australia in March 2023.

BeyondSpring HK is incorporated in Hong Kong.

8 unchanged sentences

Starting from 2022, Wanchunbulin is designated as the qualified HNTE and is subject to the preferential statutory tax rate of 15 % for 3 years.

In 2025, the tax rate of Wanchunbulin is 25%.

The components of loss (income) before income tax of continuing operations are as follows:

Year Ended December 31,

Cayman Islands

1 unchanged sentence

Income tax expenses of continuing operations for the years ended December 31, 2024and 2025 are as follows:

Year Ended December 31,

Current income tax

Deferred income tax

Income tax benefit (expense)

Income tax expense

A reconciliation of the differences between income tax expenses and the amount computed by applying the U.S.

1 unchanged sentence

statutory tax rate is being used as this is the jurisdiction of the primary operations:

Percent of Pretax Income

Pretax Income

Loss before income tax

6 unchanged sentences

Stock compensation expense-windfall

R&D Super-Deduction

Research and development super-deduction

UTP - interest expense

Changes in valuation allowance

Income tax benefit (expense)

Income tax expense

BEYONDSPRING INC.

5 unchanged sentences

Income Taxes (continued)

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of the differences between income tax expenses and the amount computed by applying the U.S.

Federal corporate income tax rate of 21% for the year ended December 31, 2025 was as follows:

Percent of Pretax

Loss before income tax

Expected income tax benefit

Foreign tax effects

Statutory tax rate difference between Cayman and United States

Statutory tax rate difference between BVI and United States

Statutory tax rate difference between PRC and United States

Statutory GAAP prior year adjustment

Research and development

Change in valuation allowance

Nontaxable or non-deductible items

Stock Compensation Expense

Research and development tax credits

Change in unrecognized tax benefits

Changes in valuation allowance

Income tax expense

Net deferred tax assets as of December 31, 2024 and 2025 consisted of the following:

Year Ended December 31,

December 31, 2025

Deferred tax assets:

27 unchanged sentences

in years after December 31, 2017, the Tax Cuts and Jobs Act included a limitation on the deduction for net operating losses to 80% of current year taxable income and a provision where such losses can be carried forward indefinitely.

$ 18,347 of loss carryforwards generated prior to 2018 are not limited in their current usage and can be carried forward for 20 years after the year they were generated.

$ 18,347 of loss carryforwards generated prior to 2018 are not limited in their current usage and can be carried forward for 20 years after the year they were generated and begin to expire in 2035.

The Company has $ 5,489 R&D credits which begin to expire in 2040.

BEYONDSPRING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Amounts in thousands of U.S.

Dollars (“$”) and Renminbi (“RMB”),

except for number of shares and per share data)

Income Taxes (continued)

NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code (“IRC”).

12 unchanged sentences

For the year ended December 31, 2021, the Company did not recognize interest and penalties accrued related to unrecognized tax benefits in income tax expenses.

For the years end December 31, 2023 and 2024, the Company recognized $ 523 and $ 525 interest accrued respectively related to unrecognized tax benefits in income tax expense.

For the years end December 31, 2024 and 2025, the Company recognized $ 96 interest accrued and $ 193 reversal of interest expense related to unrecognized tax benefits in income tax expense.

The Company had approximately $ 1,566 and $ 1,373 in accumulated accrued interest and penalties recorded in other current liabilities as of December 31, 2024 and 2025, respectively.

6 unchanged sentences

For entities in the PRC, the tax returns for tax years after 2020 are open to examination by the PRC tax authorities.

The Company is currently under federal audit for the 2023 tax year for BeyondSpring US.

The Company believes no material adjustments will result from this examination.

BEYONDSPRING INC.

11 unchanged sentences

The following table summarizes the Company’s restricted share activities under the 2017 Plan:

Number of shares

Weighted average

grant date fair value

average grant date

Outstanding at December 31, 2023

2 unchanged sentences

Expected to vest at December 31, 2025

The total fair value of restricted shares vested during the years ended December 31, 2023 and 2024 was $ 121 and nil , respectively.

The total fair value of restricted shares vested during the years ended December 31, 2024 and 2025 was nil and $ 5 , respectively.

As of December 31, 2025, there was $ 1 of total unrecognized share-based compensation cost, related to unvested and expected to vest restricted shares.

This unrecognized share-based compensation cost is expected to be recognized over an estimated weighted-average period of 0.21 years.

Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

Share options

12 unchanged sentences

The total fair value of share options vested during the years ended December 31, 2024 and 2025 was $ 1,412 and $ 246 , respectively.

A total of 370,000 share options granted in May 2021 are subject to market conditions.

135,000 of these shares were forfeited in 2023 and 65,000 in 2024, respectively.

As of December 31, 2024, all 370,000 share options have been forfeited, and none remain outstanding.

BEYONDSPRING INC.

58 unchanged sentences

Share-based compensation (continued)

SEED 2022 Share Incentive Plan (continued)

The Black-Scholes-Merton formula was applied in determining the estimated fair value of the share options granted by SEED.

36 unchanged sentences

Foreign exchange and other regulations in the PRC further restrict the Company’s PRC subsidiaries from transferring funds to the Company in the form of loans, advances or cash dividends.

As of December 31, 2023 and 2024, amounts restricted were the net assets of the Company’s PRC subsidiaries, which amounted to nil and nil , respectively.

As of December 31, 2024 and 2025, amounts restricted were the net assets of the Company’s PRC subsidiaries, which amounted to nil and $ 12 , respectively.

BEYONDSPRING INC.

10 unchanged sentences

Year ending December 31, 2026

Total lease payments

24 unchanged sentences

except for number of shares and per share data)

Contingently redeemable noncontrolling interests

Noncontrolling interests

The main rights, preferences and privileges of Preferred Shares issued by SEED are as follows:

19 unchanged sentences

except for number of shares and per share data)

Contingently redeemable noncontrolling interests (continued)

Noncontrolling interests (continued)

Accounting for the Series A-2 Preferred Shares

Upon issuance, the Company determined that Series A-2 Preferred Shares issued by SEED are contingently redeemable noncontrolling interest classified as mezzanine equity as they may be redeemed at the option of the holders on or after an agreed upon date outside the sole control of SEED.

The Company concluded that the Series A-2 Preferred Shares of SEED were not redeemable, but it is probable that they would become redeemable.

The Company chose to recognize changes in the redemption value as they occur and adjust the carrying amount of the redeemable noncontrolling interests to equal the redemption value at the end of each reporting period.

The holder of the Series A-2 Preferred Shares of SEED has the ability to convert the instrument into SEED’s ordinary shares.

The Company uses the whole instrument approach to determine whether the nature of the host contract in a hybrid instrument is more akin to debt or to equity.

The Company evaluated the embedded conversion option in the Series A-2 Preferred Shares of SEED to determine if there were any embedded derivatives requiring bifurcation.

The conversion option of the Series A-2 Preferred Shares of SEED does not qualify for bifurcation accounting because the conversion option is clearly and closely related to the host instrument and the underlying ordinary shares are not publicly traded nor readily convertible into cash.

The contingent redemption of the Series A-2 Preferred Shares of SEED does not qualify for bifurcation accounting because the underlying ordinary shares of SEED are not publicly traded nor readily convertible into cash.

There are no other embedded derivatives that are required to be bifurcated.

On June 13, 2022, upon successfully achieving the conditions set under the A2 SPA, the Company received $ 5,000 proceeds from Lilly in exchange for an additional 1,990,000 shares of Series A-2 Preferred Shares.

The fair value of the Series A-2 Preferred Shares and the Forward on the settlement date was determined to be $ 3,763 and $ 1,237 , respectively.

The Company determined the fair value of Series A-2 Preferred Shares and the Forward with the assistance of an independent third-party valuation firm.

On July 26, 2024, the redemption rights associated with the Series A-2 Preferred Shares were removed upon the signing of A3 SPA.

The Serie A-2 Preferred Shares do not have other redemption features that are not solely within the control of the Company.

As a result, the carrying value of the mezzanine equity was reclassified to permanent equity on the same date.

The accretion to redemption value associated with contingently redeemable noncontrolling interests totaled $ 800 and $ 457 for the years ended December 31, 2023 and 2024, respectively.

Series A-2 Preferred Shares issued by SEED were previously classified as contingently redeemable noncontrolling interests within mezzanine equity because the shares were redeemable at the option of the holders upon the occurrence of certain events outside the control of SEED.

The Company recognized changes in the redemption value by adjusting the carrying amount of the redeemable noncontrolling interests to the redemption value at each reporting date.

On July 26, 2024, the redemption rights associated with the Series A-2 Preferred Shares were removed upon the execution of the A3 SPA.

As a result, the Series A-2 Preferred Shares no longer contain redemption features outside the control of the Company, and the carrying value previously classified as mezzanine equity was reclassified to permanent equity.

The accretion to redemption value associated with contingently redeemable noncontrolling interests totaled $ 457 and nil for the years ended December 31, 2024 and 2025, respectively.

Accounting for the Series A-3 Preferred Shares

20 unchanged sentences

The TPD platform segment was comprised of SEED’s operations.

As a result, for the year ended December 31, 2024, the TPD platform segment qualified for discontinued operations reporting.

As a result, for the years ended December 31, 2024 and 2025, the TPD platform segment qualified for discontinued operations reporting.

See Note 3 – Discontinued operations.

3 unchanged sentences

The Company’s Chief Executive Officer, as the CODM, uses segment net loss to allocate resources for each segment and to assess the performance of each segment, primarily by monitoring actual results versus approved budgets.

Significant segment expenses are presented below.

Significant segment expenses are presented in the table below.

Other segment items include interest income, other income, net, and income tax expenses.

19 unchanged sentences

except for number of shares and per share data)

Subsequent events

On January 24, 2025, the Company entered into a Preferred Share Purchase Agreement (each, “Purchase Agreement” and collectively, the “Purchase Agreements”) with each of Winning View Investment Limited, FULL TECH CORPORATE DEVELOPMENT LIMITED, and Mapfil Investment Limited (collectively, the “Buyers” and each, a “Buyer”) to sell an aggregate of 8,333,637 Series A-1 Preferred Shares (the “Shares”) of SEED, for an aggregate purchase price of approximately $ 35,418 , or $ 4.25 per share.

Pursuant to the terms and subject to the conditions set forth in each Purchase Agreement, the Buyers have agreed to purchase Shares from the Company as follows:

(1) Winning View Investment Limited has agreed to purchase from the Company 4,166,818 Shares for a purchase price of approximately $ 17,709 , in three installments:

750,027 Shares no later than February 24, 2025 (the “First Closing Date”), 1,666,727 Shares no later than December 15, 2025 (the “Second Closing Date”), and 1,750,064 Shares no later than December 15, 2026 (the “Third Closing Date”);

(2) FULL TECH CORPORATE DEVELOPMENT LIMITED has agreed to purchase from the Company 1,388,940 Shares for a purchase price of approximately $ 5,903 , in three installments:

250,009 Shares no later than the First Closing Date, 555,576 Shares no later than the Second Closing Date, and 583,355 Shares no later than the Third Closing Date;

and (3) Mapfil Investment Limited has agreed to purchase from the Company 2,777,879 Shares for a purchase price of approximately $ 11,806 , in three installments:

500,018 Shares no later than the First Closing Date, 1,111,152 Shares no later than the Second Closing Date, and 1,166,709 Shares no later than the Third Closing Date (the installments set out in the foregoing clauses (1)-(3), collectively, the “Closings” and each, a “Closing”).

Consummation of each Closing is subject to various conditions.

No regulatory approval is required for the Closings, and the necessary consents and approvals under the SEED investment agreements have been obtained.

The parties to each Purchase Agreement have made customary representations and warranties.

Each Purchase Agreement also contains specified termination rights for the Company and each Buyer, including a mutual termination right in the event a Closing shall not have occurred by such specified date as set forth in each Purchase Agreement.

On February 17, 2025, the Company and Winning View Investment Limited, entered into the First Amendment to Purchase Agreement (the “Amendment”).

Pursuant to the Amendment, among other things, in connection with the First Closing, the Company agreed to transfer 230,400 additional Shares to Winning View Investment Limited in return for cash proceeds of approximately $ 979 .

The Company further agreed to reduce the number of Shares to be transferred to Winning View Investment Limited at the second closing under the Purchase Agreement by such number of additional Shares to be transferred at the First Closing.

On February 19, 2025, the Company, completed the first closing (the “First Closing”) of the asset sale under the Purchase Agreements, as amended.

In connection with the First Closing, the Company transferred 980,427 Series A-1 Preferred Shares (the “Shares”) of SEED to Winning View Investment Limited, 250,009 Shares to FULL TECH CORPORATE DEVELOPMENT LIMITED and 500,018 Shares to Mapfil Investment Limited, totaling an aggregate transfer of 1,730,454 Shares to the Buyers in return for cash proceeds totaling approximately $ 7,354 .

Related Party Transactions

In September 2025, The JKNM Living Trust, dated November 27th, 2020 purchased 117,647 shares of SEED's Series A-3 Preferred Shares, at $ 4.25 per share.

The aggregate purchase price is $ 500 .

One of the Company’s Board Member, Jiangwen Majeti, is the trustee of The JKNM Living Trust, dated November 27th, 2020.

The investment was made on the same terms as those offered to third-party investors.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

On April 8, 2025, Marcum LLP (“Marcum”) resigned as our independent registered public accounting firm.

On November 1, 2024, CBIZ acquired the attest business of Marcum.

Substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ.

On April 9, 2025, upon Marcum’s resignation as our auditors and with the approval of our audit committee, CBIZ was engaged as our independent registered public accounting firm.

Marcum’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report on the consolidated financial statements of the Company for the year ended December 31, 2023 contained an explanatory paragraph regarding the Company stating that there was substantial doubt about the Company’s ability to continue as a going concern.

During the audits for the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through April 8, 2025, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements for the years ended December 31, 2024 and 2023, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

During the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim period prior to the engagement of CBIZ on April 9, 2025, neither the Company nor anyone on its behalf has consulted with CBIZ on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event as set forth in Item 304(a)(1)(iv) of Regulation S-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data