TIDMBNR
RNS Number : 6077F
Burning Rock Biotech Limited
08 November 2022
BURNING ROCK BIOTECH LIMITED - Prospectus Supplement Filed with
U.S. SEC
8 November 2022
Burning Rock Files Prospectus Supplement with U.S. Securities
and Exchange Commission and Enters into "At-the-Market" Sales
Agreement with Cowen
London, 8 November 2022: Burning Rock Biotech Limited (NASDAQ:
BNR; LSE: BNR, the "Company" or "Burning Rock"), announces that, on
November 7, 2022, Burning Rock filed a prospectus supplement with
the U.S. Securities and Exchange Commission ("SEC") to sell up to
an aggregate of US$100,000,000 of its American depositary shares
("ADSs"), each representing one Class A ordinary share, through an
at-the-market equity offering program (the "ATM Program"). The ADSs
will be offered through or to Cowen and Company, LLC ("Cowen") as
the sales agent pursuant to a sales agreement dated November 7,
2022 between the Company and Cowen (the "Sales Agreement").
Pursuant to the Sales Agreement, sales of the Company's ADSs, if
any, under the ATM Program will be made from time to time, at the
Company's discretion, by means of ordinary broker transactions on
or through the NASDAQ Global Market or other markets for its ADSs,
sales made to or through a market maker other than on an exchange,
or otherwise in negotiated transactions at market prices prevailing
at the time of sale or at negotiated prices, or as otherwise agreed
with the sales agent. Burning Rock intends to use the net proceeds
from the sales of its ADSs for (i) research and development of its
early cancer detection technologies, (ii) obtaining NMPA approvals
for its cancer genotyping products, including completing related
clinical trials, and (iii) other general and administrative
matters.
The Company is not obligated to make any sales of the ADSs under
the Sales Agreement. The offering of ADSs pursuant to the Sales
Agreement will terminate upon the earlier of (a) the sale of all of
the ADSs subject to the Sales Agreement and (b) the termination of
the Sales Agreement by Cowen or the Company, as permitted
therein.
The Company will pay Cowen a compensation equal to 3.0% of the
gross proceeds of any ADSs sold under the Sales Agreement and has
agreed to provide Cowen with customary indemnification and
contribution rights.
The Company will also reimburse Cowen for certain specified
expenses in connection with entering into the Sales Agreement. The
Sales Agreement contains customary representations and warranties
and conditions to the sale of the ADSs pursuant thereto.
The ordinary shares represented by ADSs will be offered under
the Company's shelf registration statement on Form F-3, which
became effective on September 30, 2022 (File no. 333-264577). A
prospectus supplement dated November 7, 2022 and a related base
prospectus (included in the Company's shelf registration statement
on Form F-3) describing the terms of the offering have been filed
with the Securities and Exchange Commission (the "SEC").
The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed with the SEC.
The Company has submitted the following documents to the
National Storage Mechanism of the UK Financial Conduct
Authority:
-- The prospectus supplement dated November 7, 2022.
-- Report on Form 6-K submitted to the SEC on November 7, 2022,
including management's discussion and analysis of financial
condition and results of operations as of and for the six months
ended June 30, 2022 and recent developments included as Exhibit
99.1 thereto; and the Company's unaudited interim condensed
consolidated financial statements as of and for the six months
ended June 30, 2022 included as Exhibit 99.2 thereto.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018.
About Burning Rock
Burning Rock Biotech Limited (NASDAQ: BNR; LSE: BNR), whose
mission is to guard life via science, focuses on the application of
next generation sequencing (NGS) technology in the field of
precision oncology. Its business consists of i) NGS-based therapy
selection testing for late-stage cancer patients, and ii) cancer
early detection, which has moved beyond proof-of-concept R&D
into the clinical validation stage.
For more information about Burning Rock, please visit:
www.brbiotech.com.
Enquiries:
Contact: IR@brbiotech.com
The person responsible for the release of this information on
behalf of Burning Rock Biotech Limited is Leo Li, Director and
Chief Financial Officer.
Important Legal Information
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
this announcement constitute or form part of any invitation or
inducement to engage in investment activity. No reliance may be
placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness. The
contents of this announcement are not to be construed as legal,
financial or tax advice.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into Australia, Canada,
South Africa or Japan or in any other jurisdiction where, or to any
person to whom, to do so would constitute a violation of applicable
law or regulation.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy the Class A ordinary shares or
ADSs, nor shall there be any sale of the ordinary shares or ADSs in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Neither this announcement nor the prospectus supplement forms
part of an offer of transferable securities to the public in the
United Kingdom.
This announcement has been prepared on the basis that any offer
of the ADSs in any Member State of the European Economic Area will
be made pursuant to an exemption under Regulation (EU) 2017/1129
(the "Prospectus Regulation") from the requirement to publish a
prospectus for offers of ADSs.
This announcement has been prepared on the basis that any offer
of the ADSs in the United Kingdom will be made pursuant to an
exemption under the Financial Services and Markets Act 2000 (the
"FSMA") and the Prospectus Regulation as it forms part of domestic
law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 from the requirement to publish a prospectus
for offers of ADSs.
This announcement is for distribution only to, and is only
directed only at, persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order")), (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment
activity within the meaning of Section 21 of the FSMA in connection
with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity relating to the ADSs is available
only to relevant persons and will be engaged in only with relevant
persons.
This announcement may include forward-looking statements, which
are based on current expectations and projections about future
events. These statements may include, without limitation, any
statements preceded by, followed by or including words such as
"target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have",
"likely", "should", "would", "could" and any other words and terms
of similar meaning or the negative thereof. These forward-looking
statements are subject to risks, uncertainties and assumptions
about Burning Rock and its subsidiaries. In light of these risks,
uncertainties and assumptions, the events in the forward-looking
statements may not occur. Past performance cannot be relied upon as
a guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. No representation or
warranty is made or will be made that any forward-looking statement
will come to pass. The forward-looking statements in this
announcement speak only as at the date of this announcement.
Burning Rock expressly disclaims any obligation or undertaking
to update, review or revise any forward-looking statements
contained in this announcement and disclaims any obligation to
update its view of any risks or uncertainties described herein or
to publicly announce the results of any revisions to the
forward-looking statements made in this announcement, whether as a
result of new information, future developments or otherwise, except
as required by law.
The information in this announcement is subject to change.
Unless otherwise indicated, market, industry and competitive
position data are estimates (and accordingly, approximate) and
should be treated with caution. Such information has not been
audited or independently verified, nor has the Company ascertained
the underlying economic assumptions relied upon therein. Certain
data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the
rounding, the totals of data presented in this announcement may
vary slightly from the actual arithmetic totals of such data.
For the avoidance of doubt, the contents of the Company's
website are not incorporated by reference into, and do not form
part of, this announcement.
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END
PSPUWRRRUNUARRA
(END) Dow Jones Newswires
November 08, 2022 02:00 ET (07:00 GMT)
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