Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our management has evaluated, with the participation of our Chief Executive Officer, who performs the functions of Principal Executive and Financial Officer under Rule 13a-15 under the Exchange Act, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive and Financial Officer has concluded that the design and operation of our disclosure controls and procedures were effective as of December 31, 2025.
Management ’ s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act and related rules as promulgated by the SEC, our management including our Principal Executive and Financial Officer assessed the effectiveness of internal control over financial reporting as of December 31, 2024 using the criteria set forth in the report “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm, CBIZ, was not required to perform an evaluation of our internal control over financial reporting as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of the Registered Public Accounting Firm
As a non-accelerated filer, we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (and the SEC rules and regulations thereunder). When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them.
Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III.
Item 10. Directors, Executive Officer and Corporate Governance.
Below is a list of the names and ages of our co-founder, directors and executive officers (including officers of BeyondSpring Pharmaceuticals, Inc., or BeyondSpring U.S.) as of the date of this Annual Report, and a brief account of the business experience of each of them. The business address for our directors and officers and the officers of BeyondSpring U.S. is c/o BeyondSpring Inc., 100 Campus Drive, West Side, 4th Floor, Suite 410, Florham Park, NJ 07932.
Name
Age
Position(s)
Executive Officers
Lan Huang, Ph.D.
55
Co-Founder, Chairperson and Chief Executive Officer
June Lu, Ph.D.
60
Chief Scientific Officer
Non-Employee Directors
Brendan Delaney, MBA
51
Director
Patrick Fabbio, MBA
58
Director
Matthew Kirkby, M.A.
57
Director
Jiangwen Majeti, Ph.D., MBA
58
Director
Sihai Xu, MBA
54
Director
Lan Huang, Ph.D. is our co-founder, Chairperson and Chief Executive Officer and has been a member of our board of directors since November 2014. Dr. Huang brings over 15 years of entrepreneurial experience in the Chinese and U.S. biotechnology industries. In 2010, Dr. Huang co-founded Wanchun Biotech, the former holding company of our U.S. subsidiary. In 2007, Dr. Huang co-founded Wuxi MTLH Biotechnology Co. Ltd, where she served as Chief Executive Officer in 2010 and continues to hold a directorship. The rights related to the development and marketing of the peptide drug in China, which drug Dr. Huang designed while at Wuxi MTLH Biotechnology Co. Ltd, were sold to Shanghai Pharmaceutical Group in 2010. Additionally, in 2008, Dr. Huang co-founded Paramax International Inc., a CRO that conducts clinical trials for global biopharmaceutical and medical device companies. Paramax International Inc. was acquired by ReSearch Pharmaceutical Services, Inc. in 2009. Currently, Dr. Huang serves on the board of directors of Sincere Efforts Foundations Inc., a non-profit organization. Dr. Huang was trained at Memorial Sloan Kettering Cancer Center from 1998 to 2002, where her research in cancer signaling pathways involving P53 degradation was published in Science. Her translational research in cancer signaling pathways involving RAS was published in two Nature papers. She has invented and holds patents for a number of biotech products for oncology and dermatology indications. Dr. Huang received her B.A., magna cum laude and Phi Beta Kappa, from Lawrence University, where she served as a trustee from 2012 to 2015. She received her Ph.D. in chemistry from the University of California at Berkeley, where she won the international-level Women’s Opportunity Award given by Soroptimist International. She also studied at Fudan University in Shanghai, China. Dr. Huang also completed the Corporate Board Director Certificate program at Harvard Business School, further reinforcing her commitment to strong corporate governance and long-term value creation.
June Lu, Ph.D. is our Chief Scientific Officer, effective April 1, 2024. Prior to this appointment, she served as our Executive Director of Transitional Medicine. Dr. Lu has 25+ years of industry experience in innovative drug research and development from discovery to clinical studies. She is an accomplished professional in scientific, translational and strategic analysis aspects of R&D projects and pipeline assets. Her special expertise is in multidisciplinary, collaborative leadership experience in the biotech and pharmaceutical industry. Prior to BeyondSpring, she worked at Endocyte, which developed 177Lu-PSMA-617, now approved drug Pluvicto®, and at Advanced Accelerator Applications, a Novartis company, and Novartis Institute for Biomedical Research. Dr. Lu has led cross-functional project teams to develop small molecule-based strategies for cancer (FolateImmune; bispecific CAR-T cell therapy) and autoimmunity (DHFR/mTOR inhibitors). In addition, she has spearheaded deep-dive scientific efforts in drug resistance & IO combinations (PD-1/CTLA-4), macrophage-targeting, indication selections and novel target identification/pre-validation, and. She has authored over 30 peer-reviewed publications and is an inventor of multiple patents in diverse disease areas. Dr. June Lu received her Ph.D. in chemistry (biochemistry division) from Purdue University under the mentorship of Dr. Philip Low (co-founder of Endocyte and other biotech companies) and B.S. degree in analytical chemistry from Zhejiang University of Technology.
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Brendan Delaney, MBA has served on our board since July 2021. Mr. Delaney brings more than 25 years of global product strategy and launch experience to his role leading commercial organizations. He currently serves as an independent consultant to emerging biotech companies. He was previously the Chief Operating Officer and Chief Executive Officer of Aadi Bioscience. Prior to joining Aadi Bioscience, he served as the Chief Commercial Officer of Constellation Pharmaceuticals before it was acquired by MorphoSys for $1.4B in June 2021. Prior to joining Constellation, Mr. Delaney was the Chief Commercial Officer at Immunomedics, where he led the buildout of the marketing, sales, market access and commercial operations teams. He was instrumental in successfully launching Trodelvy, the first TROP-2 directed antibody-drug conjugate for the treatment of triple-negative breast cancer. Immunomedics was acquired by Gilead Sciences for $21B in September 2020. Previously, he served as Vice President of U.S. Hematology-Oncology at Celgene Corporation. Prior to joining Celgene, he held various commercial roles at both Novartis Oncology and Genentech, where he led several successful product launches for blockbuster brands. Mr. Delaney also serves on the Board of Directors of MJH Life Sciences, one of the leading medical-media companies in the United States. He received an MBA from the Stern School of Business at the New York University and a B.A. in biology from Rutgers University.
Patrick Fabbio, MBA has served on our board since January 2018. Mr. Fabbio is currently the Chief Financial Officer of Protara Therapeutics, Inc. Mr. Fabbio has more than 30 years of financial, operational and transactional leadership experience in both publicly-traded and privately-held life science and pharmaceutical companies. Prior to joining Protara Therapeutics, Inc., Mr. Fabbio was Chief Financial Officer of Rafael Holdings, Inc. Previously he served as the Chief Financial Officer of WindMIL Therapeutics Inc., Progenics Pharmaceuticals, Inc., electroCore Medical, LLC; Vice President of Finance at NPS Pharmaceuticals, Inc.; Vice President of Finance, Innovation and Growth at Catalent Pharma Solutions Inc.; and Chief Financial Officer at Ikano Therapeutics. His other prior financial positions include roles at Sanofi, UniPath Diagnostics, BioMatrix and Coopers & Lybrand. He received his B.B.A. in accounting at Pace University and MBA from the Stern School of Business at New York University.
Matthew Kirkby, M.A. has served on our board since October 2016. Mr. Kirkby brings over 20 years of banking experience to our board. He has held senior management positions in London, Hong Kong and Singapore for a number of global banks including HSBC, RBS and ABN AMRO. He is currently a director or board adviser to a number of privately-held companies. He received his M.A. in jurisprudence at Pembroke College, University of Oxford in the United Kingdom. He is currently an Advisory Fellow and member of the Governing Body of Pembroke College. Mr. Kirkby is a qualified solicitor in England and Wales and Hong Kong.
Jiangwen Majeti, Ph.D., MBA has served on our board since August 2022. Dr. Majeti is an investor, biotech company advisor, and executive with more than 20 years of experience in the biotech and pharmaceutical industry. She carried out diverse roles with increasing responsibilities in both biotech and large multinational companies, encompassing cross-functional experiences in R&D, business development, supplier management, and outsourcing in the biopharmaceutical industry. Most recently, she was the Head of Global Collaborations and General Manager, China of Erasca, a NASDAQ traded company, managing global collaboration, and overseeing CROs to increase productivity and minimize costs. Prior to that, she was Global Category Leader for Roche External Alliance, Senior Director of Business Development for BioDuro, and Senior Scientist at Amgen. Dr. Majeti is the past president of the Chinese-American Biopharmaceutical Society, a non-profit organization with more than 3,000 members focused on building a stronger community among biopharmaceutical professionals in the U.S. She is also a member of the BayHelix Group, a non-profit professional organization of business leaders with a mission to shape the growth of the life sciences and healthcare industry globally with a strong presence in China and the U.S. Dr.
Majeti received her Ph.D. in molecular genetics from the University of Wisconsin at Madison, and obtained her postdoctoral training at the Howard Hughes Medical Institute of the University of California, San Francisco. She also earned an MBA from the Leavey School of Business at Santa Clara University, graduating as a member of the Beta Gamma Sigma Honor Society. She completed her undergraduate studies in biochemistry at Fudan University in China.
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Sihai Xu, MBA has served on our board since August 2022. Mr. Xu was previously our employee and served as International Business Coordinator from November 2016 to January 2022. Mr. Xu has been an accomplished financial executive for almost 30 years in China. His most recent role since 2014 is the CFO and board member of BOJI Health Investment Management (Shanghai) Co., Ltd. Prior engagements include CFO of Henan Plastic Surgery Hospital, CFO of Shanghai BOJI Hospital Investment Management Co., Ltd., CFO of Henan Zhiyi Investment Management Co., Ltd., and Director of Finance of Luoyang Chundu Group. As a financial advisor and strategic investor, Mr. Xu has participated in pre-IPO, IPO, and major asset restructuring for dozens of public companies in China and Hong Kong, such as Henan Taloph Pharmaceutical Stock Co., Ltd., and Henan Lingrui Pharmaceutical Co., Ltd., Xinxiang Chemical Fiber Co. Ltd., Central China Land Media Co. Ltd., and China Molybdenum Co., Ltd. Mr. Xu received his MBA from Renmin University in China and his bachelor’s degree from Henan University of Economics and Law in China, with a major in Financial Accounting. He is experienced with China GAAP.
There are no family relationships among any of our directors or executive officers.
Number, Terms of Office and Election of Officers and Director
Our board of directors currently consists of six members, all of whom were elected pursuant to our current articles of association. Our nominating and governance committee and board of directors consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity and is not limited to race, gender or national origin. We have no formal policy regarding board diversity. Our nominating and governance committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experiences and expertise relevant to our growth strategy.
There is no Cayman Islands law requirement that a director must hold office for a certain term and stand for re-election unless the resolutions appointing the director impose a term on the appointment. Our amended and restated articles of association provide that our directors shall hold office until the expiration of his or her term and until his or her successor shall have been elected and qualified.
A director may be elected by ordinary resolution either to fill a casual vacancy on the board of directors or as an addition to the existing board of directors. In addition, the directors by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting shall have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board of directors or as an addition to the existing board of directors, subject to our compliance with director nomination procedures required under applicable corporate governance rules of the Nasdaq Capital Market, as long as our company’s securities are traded on the Nasdaq Capital Market. A director may be removed from office by ordinary resolution at any time before the expiration of his or her term. The Director Agreement (defined below) does not provide for any benefits upon termination of service to our directors.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a separate charter adopted by our board of directors. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Nasdaq Capital Market and SEC rules and regulations.
Audit Committee
Patrick Fabbio, Matthew Kirkby and Brendan Delaney currently serve on the audit committee, which is chaired by Mr. Fabbio. Our board of directors has determined that each member of the audit committee is “independent” for audit committee purposes as required by the Nasdaq Capital Market listing standards relating to audit committees and as contained in Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Mr. Fabbio is an audit committee financial expert. The audit committee’s responsibilities include:
173
●
selecting and appointing our independent registered public accounting firm, and approving the audit and permitted non-audit services to be provided by our independent registered public accounting firm;
●
evaluating the performance and independence of our independent registered public accounting firm;
●
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements or accounting matters;
●
reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures;
●
establishing procedures for the receipt, retention and treatment of accounting-related complaints and concerns;
●
reviewing and discussing with the independent registered public accounting firm the results of our year-end audit, and recommending to our board of directors, based upon such review and discussions, whether our financial statements shall be included in our annual report on Form 10-K;
●
reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
●
reviewing the type and presentation of information to be included in our earnings press releases, as well as financial information and earnings guidance provided by us to analysts and rating agencies.
Compensation Committee
Matthew Kirkby and Jiangwen Majeti currently serve on the compensation committee, which is chaired by Mr. Kirkby. Our board of directors has determined that each member of the compensation committee is “independent” as that term is defined in the applicable rules of the Nasdaq Capital Market. The compensation committee’s responsibilities include:
●
reviewing the goals and objectives of our executive compensation plans, as well as our executive compensation plans in light of such goals and objectives;
●
evaluating the performance of our executive officers in light of the goals and objectives of our executive compensation plans and recommending to our board of directors with respect to the compensation of our executive officers;
●
reviewing the goals and objectives of our general compensation plans and other employee benefit plans, as well as our general compensation plans and other employee benefit plans in light of such goals and objectives;
●
retaining and approving the compensation of any compensation advisors;
●
reviewing all equity-compensation plans to be submitted for shareholder approval under the Nasdaq listing rules, and reviewing and approving all equity-compensation plans that are exempt from such shareholder approval requirement;
●
evaluating the appropriate level of compensation for board and board committee service by non-employee directors; and
●
reviewing and approving description of executive compensation included in our annual report on Form 10-K.
Nominating and Corporate Governance Committee
Matthew Kirkby and Jiangwen Majeti currently serve on the nominating and corporate governance committee, which is chaired by Dr. Majeti. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as that term is defined in the applicable rules of the Nasdaq Capital Market. The nominating and corporate governance committee’s responsibilities include:
174
●
assisting our board of directors in identifying prospective director nominees and recommending nominees for election by the shareholders or appointment by our board of directors;
●
advising the board of directors periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken;
●
overseeing the evaluation of our board of directors; and
●
recommending members for each board committee of our board of directors.
Our board of directors may establish other committees from time to time.
Code of Ethics
In connection with our initial public offering, we have adopted a written code of ethics that applies to all of our directors, executive officers and employees. The code of ethics is available in the investors section of our website (https://beyondspringpharma.com/investors). Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. We intend to disclose on our website any amendments to, or waivers from, the code of ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver.
Insider Trading Policies
We have adopted insider trading policies and procedures governing the purchase, sale and/or other disposition of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards of Nasdaq. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation.
In reviewing this Executive Compensation section, please note that the Company is a “smaller reporting company” as defined under applicable SEC rules and is permitted to include reduced disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K.
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table for 2025” below. For the fiscal year ended December 31, 2025, our named executive officers (“NEOs”) and their positions were as follows:
●
Lan Huang, Ph.D., Co-Founder, Chairperson and Chief Executive Officer
●
June Lu, Ph.D., Chief Scientific Officer
Summary Compensation Table for 2025
The following table provides information regarding the compensation earned by our NEOs from the Company and its subsidiaries for the years ended December 31, 2025 and December 31, 2024.
Name and Principal
Position
Year
Salary (1)
($)
Bonus (2)
($)
Option Awards (3) (4)
($)
Nonequity Incentive Plan Compensation (5)
($)
All Other
Compensation (6)
($)
Total
($)
Lan Huang
2025
452,920
-
37,522
201,323
10,417
702,182
Chief Executive Officer
2024
459,053
-
108,435
215,882
10,062
793,432
June Lu
2025
261,288
-
21,449
57,894
10,451
351,082
Chief Scientific Officer
2024
253,008
-
177,475
57,798
9,691
497,972
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____________________________________
(1)
Amounts reported in this column reflect the salary received by the NEOs during 2025 and 2024, respectively. For Dr. Huang, the amounts include her salary received from both the Company and SEED, a subsidiary of the Company. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.
(2)
There are no special bonuses earned by the NEOs with respect to services provided in 2025 and 2024.
(3)
Amounts reported in this column reflect the aggregate grant date fair value of the options granted during 2025 and 2024, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation (“ASC 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements included in this Annual Report. These amounts do not reflect the actual economic value that may be realized by our NEOs upon the exercise of the options or the sale of the ordinary shares underlying such options.
(4)
In addition to the options granted by the Company under the 2017 Omnibus Incentive plan, Dr. Huang was also granted an option to purchase ordinary shares of SEED with an aggregate grant date fair value of $30,000 (the “SEED Option”) in 2024 under SEED’s 2022 Share Incentive Plan. The aggregate grant date fair value of the SEED Option is included in this column for Dr. Huang for 2024.
(5)
Amounts reported in this column reflect the annual incentive bonuses earned by our NEOs based on performance for the years of 2025 and 2024, and paid or scheduled to be paid in the following years, respectively. The annual incentive bonuses earned by each NEO are the products of (i) the NEO’s target bonus for the year, expressed as a percentage of the NEO’s then-effective base salary and (ii) a final performance rate. Refer to “—Elements of Compensation—Annual Incentive Bonuses” for a detailed description on the performance rate determination. As of the date of this Annual Report, the 2025 annual incentive bonuses earned by each of Dr. Huang and Dr. Lu have not been paid, and an amount of $165,890 of Dr. Huang’s 2024 annual incentive bonuses remains unpaid. For Dr. Huang, her annual incentive bonuses include those earned from both the Company and SEED. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.
(6)
Amounts reported in this column for 2025 and 2024 reflect the 401(k) matching contributions made by the Company for Dr. Huang and Dr. Lu for each year..
Elements of Compensation
Our NEOs were provided with the following primary elements of compensation in 2025:
Base Salaries
Each of Dr. Huang and Dr. Lu received a fixed base salary from the Company in respect of 2025 (in respect of Dr. Huang, from both the Company and SEED). The 2025 base salaries for our NEOs were as follows: (a)
$452,920 for Dr. Lan Huang, and (b) $261,667 for Dr. June Lu. Dr. Lu’s annual base salary rate was increased to
$280,000 effective as of December 1, 2025.
Annual Incentive Bonuses
Under the terms of Dr. Huang’s employment agreement, Dr. Huang is eligible to participate in any bonus program sponsored by the Company on a basis consistent with that applicable to other senior management employees, in accordance with company policy. For 2025 and 2024, Dr. Huang’s target annual incentive bonuses were 50% of her then-effective base salary. Under the terms of Dr. Lu’s offer letter, Dr. Lu was eligible to receive an annual incentive bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company.
The annual incentive bonuses that each of Dr. Huang and Dr. Lu earned for 2025 and 2024 were based on performance for 2025 and 2024, and paid or scheduled to be paid in the following years, respectively. The annual incentive bonuses earned by each of Dr. Huang and Dr. Lu for 2025 and 2024 are the products of (i) their respective target bonus for the applicable year, expressed as a percentage of their then-effective base salary; and (ii) a final performance rate determined as below. The final performance rate is the sum of: (i) a corporate performance rating determined by the Compensation Committee based on its evaluation of the Company’s overall performance for the applicable year (weighted at 50% for 2025), (ii) a manager evaluation determined by our board of directors for Dr. Huang, and by Dr. Huang for Dr. Lu, based on an assessment of the NEO’s individual performance for the applicable year (weighted at 25% for 2025), and (iii) the NEO’s self-evaluation for the applicable year (weighted at 25% for 2025). As of the date of this Annual Report, the 2025 annual incentive bonuses earned by each of Dr. Huang and Dr. Lu have not been paid by the Company, and an amount of $165,890 of Dr. Huang’s 2024 annual incentive bonuses remains unpaid. For Dr. Huang, her annual incentive bonuses include those earned from both the Company and SEED. Refer to section entitled “—Executive Employment Agreements” below for a more detailed description of Dr. Huang’s employment arrangement.
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Equity Awards
We granted the following options to our NEOs in fiscal year 2025:
●
Dr. Huang: 43,630 options, granted on April 21, 2025, at an exercise price of $1.441 per share. These options will vest on April 21, 2026, subject to Dr. Huang’s continuous service with us through the vesting date, and will expire on the fifth anniversary of the grant date. The aggregate grant date fair value of these options is $37,522, computed in accordance with ASC 718.
●
Dr. Lu: 18,981 options, granted on April 21, 2025, at an exercise price of $1.31 per share. These options will vest on April 21, 2026, subject to Dr. Lu’s continuous service with us through the vesting date, and will expire on the tenth anniversary of the grant date. The aggregate grant date fair value of these options is $21,449, computed in accordance with ASC 718.
Additional information regarding outstanding equity awards held by each of our NEOs is described in greater detail in the section entitled “—Outstanding Equity Awards at Fiscal Year End for 2025” below.
Retirement Benefit
We maintain a tax-qualified 401(k) savings plan for our employees in the U.S. Our NEOs are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan provides for an employer match of 100% of employee deferrals up to 6% of the employee’s compensation, capped at the statutory compensation limits. Company matching contributions are 100% vested after one year of service.
The Company does not maintain defined benefit plans or nonqualified deferred compensation plans.
Employee Benefits
Dr. Huang and Dr. Lu are eligible to participate in our other broad-based employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case, on the same basis as our employees generally and subject to the terms and eligibility requirements of those plans.
Outstanding Equity Awards at Fiscal Year End for 2025
The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.
Name
Date of Grant
Number of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
Equity
Incentive
Plan Awards: Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option Exercise Price
($)
Option Expiration Date
Lan Huang (1)
4/21/2025
-
43,630 (2)
-
1.441
4/21/2030
3/19/2024
33,663
-
-
3.168
3/19/2029
5/8/2023
266,666
133,334 (3)
-
0.9835
5/8/2033
1/11/2022
90,343
-
-
4.69
1/11/2027
8/1/2020
460,000
-
260,000 (4)
11.03
8/1/2030
June Lu
4/21/2025
-
18,981 (5)
-
1.31
4/21/2035
4/1/2024
12,500
37,500 (6)
-
3.57
4/1/2034
3/1/2024
19,180
-
-
1.33
3/1/2034
9/1/2023
5,000
-
-
0.90
9/1/2033
1/11/2022
2,003
-
-
4.26
1/11/2032
10/18/2021
10,000
-
-
16.55
10/18/2031
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(1)
In addition to the options listed above, Dr. Huang also holds a total of 750,000 outstanding options granted by SEED in 2022 and 2024 under the SEED Incentive Plan at an exercise price of $0.50 per share, of which, (i) 437,500 SEED options are unexercised options that were exercisable as of December 31, 2025, (ii) 312,500 SEED options are unexercised options that were not exercisable as of December 31, 2025. These unvested options granted by SEED will vest in five tranches as follows: 62,500 SEED options will vest on each of February 15, 2026, December 1, 2026, February 15, 2027, December 1, 2027 and February 15, 2028. The SEED options granted to Dr. Huang in 2022 have an expiration date of December 1, 2032, and those granted in 2024 have an expiration date of February 15, 2029.
(2)
The options will vest on April 21, 2026.
(3)
The options will vest on May 8, 2026.
(4)
The options will vest upon satisfaction of certain performance conditions with respect to research and development progress prior to the expiration of the options on the 10-year anniversary of the date of grant, as provided under the option award agreements.
(5)
The options will vest on April 21, 2026.
(6)
The options will vest as follows: 12,500 options will vest on each of April 1, 2026, April 1, 2027, and April 1, 2028.
Executive Employment Agreements
The Company has entered into employment agreements with Dr. Huang and Dr. Lu. The key terms of the employment related agreements are described below.
Employment Agreement with Dr. Huang
Dr. Huang is party to an amended and restated employment agreement with BeyondSpring U.S. dated November 10, 2016, as amended on January 11, 2022 and further amended by those letter amendments dated January 13, 2022, March 23, 2023, October 11, 2023, August 7, 2024, and December 20, 2025. Dr. Huang’s employment agreement provides for an annual base salary, which has been adjusted from time to time. Dr. Huang is also party to a separate employment agreement with a subsidiary of SEED, pursuant to which Dr. Huang has been assigned by the Company to SEED on a part-time basis and receives a base salary from SEED, which reduces her base salary from us. If Dr. Huang’s employment with SEED terminates other than for cause, Dr. Huang will resume full time employment with us and her base salary from us will be restored.
Pursuant to Dr. Huang’s employment agreement, Dr. Huang is eligible to participate in any bonus program sponsored by the Company on a basis consistent with that applicable to other employees at her level, in accordance with company policy, with a target annual merit bonus of 50% of base salary for 2024 and 2025. Dr. Huang’s employment is at will, and can be terminated by us at any time or by Dr. Huang upon three months’ notice. Dr. Huang’s employment agreement contains a two year non-solicit of employees, a confidentiality provision and an assignment of intellectual property provision.
Dr. Huang’s employment agreement also provides for severance payments and benefits in the event that Dr. Huang’s employment is terminated by the Company without “cause” or by Dr. Huang with “good reason” (each as defined under Dr. Huang’s employment agreement), subject to the terms and conditions thereof. Additional information regarding Dr. Huang’s severance entitlements is described in greater detail in the section entitled “—Potential Payments Upon Termination or Change in Control” below.
Offer Letter with Dr. Lu
Dr. Lu is party to an offer letter with BeyondSpring U.S. dated September 17, 2021, as amended by those letter amendments effective as of April 1, 2024 and December 1, 2025. Dr. Lu’s offer letter provides for an annual base salary, which has been adjusted from time to time, and her eligibility for an annual bonus of up to 25% of her base salary, subject to the Company’s performance and terms and conditions to be established by the Company. Dr. Lu’s employment is at will, and can be terminated by us or by Dr. Lu at any time and for any reason.
Potential Payments Upon Termination or Change in Control
Under Dr. Huang’s employment agreement, in the event that Dr. Huang’s employment is terminated by the Company without “cause” or by Dr. Huang with “good reason” (as each such term is defined in the employment agreement), Dr. Huang would become entitled (subject to her execution and non-revocation of a release of claims) to the payment of (i) her then base salary for the nine (9) month period commencing on the date of termination (the “Severance Period”), payable over the Severance Period in regular installments in accordance with the Company’s normal payroll practices and (ii) a pro-rated portion of any bonus earned for the year in which the date of termination occurs, based on actual performance results, and paid at the same time as other senior executives.
178
Under the terms of the 2017 Omnibus Incentive Plan and option award agreements applicable to both Dr. Huang and Dr. Lu, (i) if the options are assumed or substituted for in the change in control, if the NEO’s employment is terminated without cause within 12 months of such change in control, then any unvested options will become vested and will remain exercisable for the 90-day period following the termination date, and (ii) if the options are not assumed or substituted for in the change of control, then any unvested options will become vested upon such change of control and otherwise be treated as determined by the plan administrator. If the NEO’s employment terminates due to death or disability, the next tranche of time-based options that would have vested had the NEO remained employed through the applicable vesting date will become fully vested on the termination date (and will remain exercisable for one year following such termination), and any remaining unvested time-based options will be forfeited. On a termination by us for cause, all vested and unvested options are forfeited. On a termination for any other reason, vested options remain exercisable for three months following such termination date. Upon any termination of employment, any unvested performance-based options as of the termination date will be forfeited.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our CEO and the “average compensation actually paid” to our Non-CEO NEOs, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table for 2025 and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values reported in our Summary Compensation Table for 2025 and in previous years, as well as the adjusted values required in this section for 2025, 2024 and 2023.
Year (1)
Summary Compensation Table Total for CEO
($)
Compensation
Actually Paid to CEO (2) (3)
($)
Average Summary Compensation Table Total for Non-CEO NEOs
($)
Average Compensation Actually Paid to Non-CEO NEOs (2) (4)
($)
Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5)
($)
Net Income (6)
($) (in thousands)
2025
702,182
744,044
351,082
352,502
86.70
(14,218
)
2024
793,432
1,553,404
263,116
216,621
86.70
(16,693
)
2023
1,046,852
700,831
187,833
156,300
47.87
(21,948
)
___________________________________
(1)
For years 2025, 2024 and 2023, Dr. Huang was our Chief Executive Officer. For 2025, Dr. Lu was our Non-CEO NEO. For 2024 and 2023, our Non-CEO NEOs were Dr. Lu and Dr. Lloyd.
(2)
Adjustments to calculate “compensation actually paid” and “average compensation actually paid” include: (i) subtract the amounts reported in the Option Awards column of the Summary Compensation Table for each applicable year, (ii) add the fair value as of the end of the applicable year of outstanding and unvested equity awards granted in that year, (iii) add the fair value as of the vesting date of equity awards that were granted and vested in the applicable year, (iv) add the change in fair value (whether positive or negative) during the applicable year of equity awards granted in prior years that remained outstanding and unvested at the end of the year, (v) add the change in fair value (whether positive or negative) during the applicable year through the vesting date of equity awards granted in prior years that vested during that year, (vi) subtract the fair value at the end of the prior year of awards granted in prior years that failed to meet vesting conditions during the applicable year, and (vii) add the value of any dividends or other earnings paid during the applicable year on equity awards not otherwise reflected in the Summary Compensation Table for the applicable year. Equity fair value amounts are calculated using valuation assumptions and methodologies (including expected term, volatility, dividend yield and risk-free interest rates) that are generally consistent with those used to estimate the grant date fair value under U.S. GAAP. The valuation assumptions used to calculate the equity fair values as of each measurement date differed materially from those disclosed at the time of grant in the following ways: the expected term was updated to reflect the remaining life of the awards, adjusted for the passage of time since the grant date and the relationship between the share price and the option exercise price as of the measurement date.
(3)
The following table shows the amounts deducted from and added to the Summary Compensation Table total for our CEO to calculate “compensation actually paid” to our PEO (in dollars):
179
2025
2024
2023
Summary Compensation Table Total
702,182
793,432
1,046,852
(Minus): Grant Date Fair Value of Equity Awards Granted in Year
(37,522
)
(108,435
)
(320,000
)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Year
39,935
292,337
293,238
Plus: Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year
-
33,847
-
Plus (Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years
37,029
349,040
(199,922
)
Plus (Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year
2,420
193,184
(103,974
)
(Minus): Fair Value as of the Prior Year End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year
-
-
(15,363
)
Plus: Dividends or Other Earnings Paid in the Year
-
-
-
Compensation Actually Paid to CEO
744,044
1,553,404
700,831
(4)
The following table shows the amounts deducted from and added to the average Summary Compensation Table total for our Non-CEO NEOs to calculate the “average compensation actually paid” to our Non-PEO NEOs (in dollars):
2025
Average
2024
Average
2023
Average
Summary Compensation Table Total
351,082
263,116
187,833
(Minus): Grant Date Fair Value of Equity Awards Granted in Year
(21,449
)
(93,118
)
(21,925
)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Year
23,110
39,308
19,542
Plus: Fair Value at Vesting Date of Equity Awards Granted and Vested in the Year
-
20,601
607
Plus (Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years
(1,808
)
606
(27,402
)
Plus (Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year
1,567
12,359
(748
)
(Minus): Fair Value as of the Prior Year End of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions in the Year
-
(26,251
)
(1,606
)
Plus: Dividends or Other Earnings Paid in the Year
-
-
-
Average Compensation Actually Paid to Non-CEO NEOs
352,502
216,621
156,300
(5)
Assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company. For 2025, represents the three-year total shareholder return (2023-2025), for 2024, represents the two-year total shareholder return (2023-2024), and for 2023, represents the one-year total shareholder return (2023).
(6)
The amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
Relationships Between Compensation Actually Paid and Total Shareholder Return
The graph below reflects the relationship between “compensation actually paid” to the CEO, “average compensation actually paid” to the Non-CEO NEOs and the Company’s cumulative total shareholder return (“TSR”) for the years ended December 31, 2025, 2024 and 2023.
180
Relationships Between Compensation Actually Paid and Net Income (Loss)
The graph below reflects the relationship between “compensation actually paid” to the CEO, “average compensation actually paid” to the Non-CEO NEOs and the Company’s net income (loss) for the years ended December 31, 2025, 2024 and 2023.
181
Director Compensation
We have entered into a director agreement (a “Director Agreement”), with each of our non-employee directors. Under the terms of each Director Agreement (as amended effective July 1, 2020), the compensation payable to our non-employee directors consists of:
●
an annual cash retainer fee equal to $40,000 (pro-rated for any partial year of service);
●
an additional cash retainer fee (pro-rated for any partial year of service) for service on a committee, as follows: Compensation Committee: $6,000 ($12,000 if chair); the Nominating and Corporate Governance Committee, $4,000 ($8,000 if chair); and the Audit Committee, $8,000 ($16,000 if chair);
●
an initial grant of 20,000 options in respect of the director’s first 12 months’ of service; and
●
an annual grant of 10,000 options at the start of each fiscal year.
Such options are granted under the 2017 Omnibus Incentive Plan, with a per share exercise price equal to the fair market value per share as of the date of grant. The initial option grant for a new director (made in respect of the director’s first 12 months of service) is issued on or around the date of commencement of service, and vests in three equal installments on the first three anniversaries of the grant date, subject to the director’s continued service as our director through the applicable vesting date. The annual director grants are made on a fiscal year basis at the start of the applicable fiscal year (with the annual grant made in respect of the first full fiscal year beginning during the director’s term to be pro-rated for the length of service from the first anniversary of the director’s start date through the end of such fiscal year), and vest on the first anniversary of the grant date, subject to the director’s continued service as our director through the vesting date. All director option grants are subject to the terms and conditions of the 2017 Omnibus Incentive Plan and the applicable option award agreement memorializing such grant.
Director Compensation Table for 2025
The following table summarizes the total compensation earned by our non-employee directors in 2025.
Name
Fees Earned (1) (3)
($)
Option Awards (2) (3)
($)
Total
($)
Brendan Delaney
33,600
24,659
58,259
Patrick Fabbio
39,200
26,886
66,086
Matthew Kirkby
44,800
29,112
73,912
Jiangwen Majeti
37,800
26,329
64,129
Sihai Xu
28,000
22,433
50,433
____________________________________
(1)
Amounts reported in this column reflect the cash retainer fees earned by each director for their services provided for the fiscal year 2025. On April 21, 2025, we elected to make the following option grants to our non-employee in substitution for 30% of their 2025 cash retainer fees: Mr. Delaney, 11,822 options; Mr. Fabbio, 13,793 options; Mr. Kirkby, 15,763 options; Dr. Majeti, 13,300 options; and Mr. Xu, 9,852 options.
(2)
Amounts reported in this column reflect the aggregate grant date fair value of the options granted during 2025 (including those described in the preceding footnote), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 7 to our consolidated financial statements included in this Annual Report. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the share options or the sale of the ordinary shares underlying such share options.
(3)
As of December 31, 2025, (i) Mr. Delaney holds 121,728 unexercised options; (ii) Mr. Fabbio holds 108,793 unexercised options; (iii) Mr. Kirkby holds 130,638 unexercised options; (iv) Dr. Majeti holds 85,695 unexercised options; and (v) Mr. Xu holds 77,899 unexercised options.
Policies And Practices Related to The Grant of Certain Equity Awards
We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, service or promotion. Although we do not have a formal policy regarding the timing of options , we do not grant options or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on option or other equity award grant dates for the purpose of affecting the value of executive compensation. During the last completed fiscal year, we have not granted options to any of our NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K.
182
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 27, 2026 by:
●
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
●
each of our executive officers and directors; and
●
all our executive officers and directors as a group.
The beneficial ownership of our ordinary shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, and includes the ordinary shares issuable pursuant to stock options that are exercisable within 60 days of February 27, 2026. Ordinary shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. As of February 27, 2026, there were 1,501,892 ordinary shares issuable pursuant to stock options exercisable within 60 days thereof.
The calculation of percentage of ordinary shares beneficially owned in the table below is based on 41,119,820 ordinary shares outstanding as of February 27, 2026. Except where otherwise indicated, we believe, based on information furnished to us by such owners, that the beneficial owners of the ordinary shares listed below have sole investment and voting power with respect to such shares.
Unless otherwise noted below, each shareholder’s address is c/o BeyondSpring Inc., 100 Campus Drive, West Side, 4th Floor, Suite 410, Florham Park, NJ 07932.
Name of Beneficial Owner
Number of
Ordinary
Shares
Beneficially
Owned
%
5% Shareholders
Entities affiliated with Decheng Capital (1)
3,800,702
9.24
Executive Officers and Directors
Lan Huang (2)
6,942,790
16.52
June Lu (3)
80,264
*
Brendan Delaney (4)
121,728
*
Patrick Fabbio (5)
133,385
*
Matthew Kirkby (6)
130,638
*
Jiangwen Majeti (7)
136,609
*
Sihai Xu (8)
77,899
*
All Directors and Executive Officers as a group (7 people)
7,623,313
18.17
_______________________________________
* Amounts represent less than 1% of outstanding ordinary shares.
(1)
Based on a Schedule 13G filed by Decheng Capital reporting persons, consisting of 1,448,293 ordinary shares owned by Decheng Capital China Life Sciences USD Fund III, L.P. (“Fund III”), 1,617,409 ordinary shares owned by Decheng Capital China Life Sciences USD Fund II, L.P. (“Fund II”), and 735,000 ordinary shares owned by Decheng Capital Global Healthcare Fund (Master), LP (“Healthcare”). Decheng Capital Management II (Cayman), LLC (“GP II”) is the general partner of Fund II and shares voting and investment authority over the shares held by Fund II. Decheng Capital Management III (Cayman), LLC ("GP III") is the general partner of Fund III and shares voting and investment authority over the shares held by Fund III. Decheng Capital Global Healthcare GP, LLC ("Healthcare GP") is the general partner of Healthcare and shares voting and investment authority over the shares held by Healthcare. Dr. Xiangmin Cui (“Dr. Cui”) is the sole manager of each of GP II and GP III and the indirect managing member and ultimate beneficial owner of Healthcare GP. Dr. Cui shares voting and investment authority over the shares held by each of Fund II, Fund III and Healthcare.
183
(2)
Consisting of (i) two ordinary shares owned directly by Ever Regal Group Limited, (ii) one ordinary share owned directly by Fairy Eagle Investments Limited, (iii) one ordinary share owned directly by Rosy Time Holdings Limited, (iv) 253,465 Ordinary Shares directly held by Dr. Huang, (v) 260,582 ordinary shares owned directly by the Lan Huang 2022 Grantor Retained Annuity Trust (“2022 Trust”), (vi) 223,291 ordinary shares directly held by the 2024 SPIRIT GRAT, (vii) 494,462 ordinary shares held by Sincere Efforts Foundation Inc. (“Sincere Efforts”), (viii) 3,031,684 ordinary shares directly held by three irrevocable trusts for the benefit of Dr. Huang’s children, over which Dr. Huang has been granted a proxy with voting power, (ix) 1,785,000 ordinary shares directly held by certain unaffiliated third-parties, over which Mr. Jia has been granted a proxy with voting power, and (x) share options to purchase 894,302 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 850,672 have been vested and 43,630 will vest on April 21, 2026. Dr. Huang is the sole owner of Ever Regal Group Limited. Mr. Jia, Dr. Huang’s spouse, is the sole owner of Fairy Eagle Investments Limited and Rosy Time Holdings Limited. Dr. Huang is the sole trustee of 2022 Trust and the 2024 SPIRIT GRAT. Dr. Huang serves on the board of Sincere Efforts, a charitable foundation, 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, except for the shares over which they have been granted proxies with voting power. Dr. Huang and Mr. Jia share voting power over those shares.
(3)
Consisting of (i) 100 ordinary shares purchased by Dr. June Lu before joining the Company and (ii) share options to purchase 80,164 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 48,683 have been vested and 31,481 will vest in April 2026.
(4)
Consisting of share options to purchase 121,728 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 99,906 have been vested and 21,822 will vest on April 21, 2026.
(5)
Consisting of (i) 19,592 restricted shares, 19,592 of which have been vested, held of record by Mr. Patrick Fabbio, granted under the 2017 Omnibus Incentive Plan, (ii) share options to purchase 108,793 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 85,000 have been vested and 23,793 will vest on April 21, 2026, and (iii) 5,000 ordinary shares purchased by Mr. Patrick Fabbio from the public market during the open window.
(6)
Consisting of share options to purchase 130,638 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 104,875 have been vested and 25,763 will vest on April 21, 2026.
(7)
Consisting of (i) 50,914 ordinary shares purchased by Dr. Majeti before joining our board of directors and (ii) share options to purchase 85,695 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 62,395 have been vested and 23,300 will vest on April 21, 2026.
(8)
Consisting of share options to purchase 77,899 ordinary shares granted under the 2017 Omnibus Incentive Plan, of which 58,047 have been vested and 19,852 will vest on April 21, 2026.
We have one class of ordinary shares, and each holder of our ordinary shares is entitled to one vote per share. None of our shareholders has different voting rights from other shareholders.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Equity Compensation Plan Information
The following table presents information regarding securities authorized for issuance under equity compensation plans as of December 31, 2025:
Plan Category
(a) Number of securities to be issued upon exercise of outstanding options warrants and rights
(b) Weighted-average exercise price of outstanding options, warrants and rights
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in (a))
Equity compensation plans approved by security holders
2,731,806
$
5.01
1,464,288
Equity compensation plans not approved by security holders
—
—
—
Total
2,731,806
$
5.01
1,464,288
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Since January 1, 2024, there has not been, nor is there currently proposed, any transaction to which we were or are a party to in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any director or executive officer, holder of more than 5% of ordinary shares, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than the transactions we describe below.
184
Purchase of SEED ’ s Preferred Shares
In September 2025, The JKNM Living Trust, dated November 27th, 2020 (the “JKNM Trust”) purchased 117,647 shares of SEED's Series A-3 Preferred Shares, at $4.25 per share. The aggregate purchase price is
$500,000. Jiangwen Majeti, one of the Company’s directors, is the trustee of the JKNM Trust. The investment was made on the same terms as those offered to third-party investors.
Related Party Employees
Mr. Linqing Jia, the spouse of Dr. Huang and co-founder of the Company, is employed as the president of Wanchunbulin. Mr. Linqing Jia received compensation in the form of salary, bonus and benefits of more than
$120,000 in the aggregate in the year ended December 31, 2023.
The stepdaughter of Dr. Huang, our Chairperson and Chief Executive Officer, is employed as a vice president at BeyondSpring US, and her spouse is employed as a senior director at BeyondSpring US. Each of them received compensation in the form of salary, bonus, benefits and share options of more than $120,000 in the aggregate in each of the years ended December 31, 2025 and 2024, consistent with those provided to other employees with equivalent qualifications and responsibilities.
Employment Agreements
See “Item 11. Executive Compensation—Executive Employment Agreements.”
Director Agreements
See “Item 11. Executive Compensation—Director Compensation.”
2017 Omnibus Incentive Plan
See “Item 11. Executive Compensation—Outstanding Equity Awards at Fiscal Year End for 2024” and “Item 11. Executive Compensation—Director Compensation.”
Indemnification Agreements
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association require us to indemnify every director, alternate director, secretary, assistant secretary, or other officer for the time being and from time to time of our company (but not including our auditors) and the personal representatives of the same against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such indemnified person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with each of our directors and executive officers that provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association.
185
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Director Independence
Our board of directors has determined that Brendan Delaney, Patrick Fabbio, Matthew Kirkby and Jiangwen Majeti are independent, as determined in accordance with the rules of the Nasdaq Capital Market. In making such independence determination, our board of directors considered the relationships that each such non-employee director has with us and all other facts and circumstances that the board of directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director and the transactions involving them described in this Item 13.
Item 14. Principal Accounting Fees and Services.
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by CBIZ, our principal external accountant, and Marcum, our former principal external accountant, for the periods indicated.
Year Ended December 31,
2025
2024
(in thousands of U.S. Dollars (“$”))
Audit Fees (1)
$
562
$
405
Audit-Related Fees (2)
-
-
Tax Fees (3)
-
-
All Other Fees (4)
-
-
Total
$
561
$
405
___________________________________
(1)
“Audit Fees” represents the aggregate fees for the interim reviews and annual audit of our financial statements for 2025 and 2024 as well as other assurance service.
(2)
“Audit-Related Fees” represents the aggregate fees billed for each of the fiscal years listed for the assurance and related services rendered by our principal auditors that are reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees.”
(3)
“Tax Fees” represents the aggregate fees billed for each of the fiscal years listed for the professional tax services rendered by our principal auditors.
(4)
“All Other Fees” represents the aggregate fees for services rendered by our principal auditors other than services reported under “Audit Fees,” “Audit-related Fees” and “Tax Fees.”
Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
Our audit committee has adopted a policy pursuant to which we will not engage our auditors to perform any non-audit services unless the audit committee pre-approves the service. All of the non-audit services provided to us by the independent auditors as described above was pre-approved by the audit committee.
186
PART IV.
Item 15. Exhibits, Financial Statement Schedules.
(a)
The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See “ Item 8. Financial Statements and Supplementary Data — Index to Financial Statements and Supplementary Data ” herein.
(b)
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
No.
Description of Exhibit
3.1(1)
Amended and Restated Memorandum and Articles of Association of BeyondSpring Inc.
4.1(1)
Specimen Certificate for Ordinary Shares of BeyondSpring Inc.
4.2(2)
Description of Securities Registered under Section 12 of the Exchange Act
10.1(1)#
Amended and Restated Employment Agreement, dated as of November 10, 2016, between BeyondSpring U.S. and Lan Huang
10.2(1)#
Form of Director and Executive Officer Indemnification Agreement
10.3(1)#
BeyondSpring Inc. 2017 Omnibus Incentive Plan and related form agreements
10.4(6)#
Amendment to the BeyondSpring Inc. 2017 Omnibus Incentive Plan, effective September 18, 2020
10.5(7)#
Form of Director Agreement
10.6(7)#
Form of Amendment to Director Agreement
10.7(8)
English Translation of the Capital Increase Agreement, dated as of June 14, 2019, among Dalian Wanchunbulin Pharmaceuticals Ltd., Wanchun Biotech Ltd. and Shenzhen Efung 9th Venture Investment Center (Limited Partnership)
10.8(8)
English Translation of the Capital Increase Agreement, dated as of July 3, 2019, among Dalian Wanchunbulin Pharmaceuticals Ltd., Wanchun Biotech Ltd. and Nanjing TEEWIN Investment Partnership (Limited Partnership)
10.9(5)#
Second Amendment to Employment Agreement, dated as of January 11, 2022, between BeyondSpring U.S. and Lan Huang
10.10(5)#
Letter Agreement, dated as of January 13, 2022, between BeyondSpring U.S. and Lan Huang
10.11(3)#
Letter Agreement, dated as of March 23, 2023, between BeyondSpring U.S. and Lan Huang
10.12(4)#
Letter Agreement, dated as of October 11, 2023, between BeyondSpring U.S. and Lan Huang
10.13(11)#
Letter Agreement, dated as of August 7, 2024, between BeyondSpring U.S. and Lan Huang
10.14(2)#
Letter Agreement, dated as of December 20, 2025, between BeyondSpring U.S. and Lan Huang
10.15(4)#
Letter Agreement, dated as of September 17, 2021, between BeyondSpring U.S. and Yingjuan (June) Lu
10.16(4)#
Letter Agreement, dated as of March 20, 2024, between BeyondSpring U.S. and Yingjuan (June) Lu
10.17(2)#
Letter Agreement, dated as of November 12, 2025, between BeyondSpring U.S. and Yingjuan (June) Lu
10.18(9)
Purchase Agreement, dated January 24, 2025, between BeyondSpring Inc. and Winning View Investment Limited
10.19(9)
Purchase Agreement, dated January 24, 2025, between BeyondSpring Inc. and FULL TECH CORPORATE DEVELOPMENT LIMITED
10.20(9)
Purchase Agreement, dated January 24, 2025, between BeyondSpring Inc. and Mapfil Investment Limited
10.21(10)
First Amendment to Purchase Agreement, dated February 17, 2025, between BeyondSpring Inc. and Winning View Investment Limited
19.1(11)
Insider Trading Policy
21.1(2)
List of Subsidiaries of BeyondSpring Inc.
23.1(2)
Consent of CBIZ CPAs P.C.
23.2(2)
Consent of Marcum LLP
31.1(2)
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(12)
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1(4)
Clawback Policy of BeyondSpring Inc.
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Previously filed with the Registration Statement on Form F-1 (File No. 333-214610), as amended, initially filed on November 15, 2016, and incorporated herein by reference.
(2)
Filed with this annual report on Form 10-K.
(3)
Incorporated by reference to the 2022 annual report on Form 20-F of BeyondSpring Inc. filed with the SEC on April 18, 2023.
(4)
Incorporated by reference to the 2023 annual report on Form 20-F of BeyondSpring Inc. filed with the SEC on April 29, 2024.
(5)
Incorporated by reference to the 2021 annual report on Form 20-F of BeyondSpring Inc. filed with the SEC on April 14, 2022.
(6)
Incorporated by reference to the 2020 annual report on Form 20-F of BeyondSpring Inc. filed with the SEC on April 30, 2021.
(7)
Previously filed with Form 6-K of BeyondSpring Inc., filed with the SEC on July 24, 2020, and incorporated by reference herein.
(8)
Previously filed with Form 6-K of BeyondSpring Inc., filed with the SEC on July 10, 2019, and incorporated by reference herein.
(9)
Previously filed with Form 8-K of BeyondSpring Inc., filed with the SEC on January 28, 2025, and incorporated by reference herein.
(10)
Previously filed with Form 8-K of BeyondSpring Inc., filed with the SEC on February 25, 2025, and incorporated by reference herein.
(11)
Incorporated by reference to the 2024 annual report on Form 10-K of BeyondSpring Inc. filed with the SEC on March 27, 2025.
(12)
Furnished with this annual report on Form 10-K.
# Management contract or compensatory plan, contract, or arrangement
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
●
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
●
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
●
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
●
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
Item 16. Form 10-K Summary.
None.
187
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BeyondSpring Inc.
By:
/s/ Lan Huang
Name:
Lan Huang
Title:
Chief Executive Officer
Date: March 25, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Lan Huang
Name:
Lan Huang
Title:
Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
Date:
March 25, 2026
/s/ Brendan Delaney
Name:
Brendan Delaney
Title:
Director
Date:
March 25, 2026
/s/ Patrick Fabbio
Name:
Patrick Fabbio
Title:
Director
Date:
March 25, 2026
/s/ Matthew Kirkby
Name:
Matthew Kirkby
Title:
Director
Date:
March 25, 2026
/s/ Jiangwen Majeti
Name:
Jiangwen Majeti
Title:
Director
Date:
March 25, 2026
/s/ Sihai Xu
Name:
Sihai Xu
Title:
Director
Date:
March 25, 2026
188