REG - Burning Rock Biotech - Prospectus Supplement Filed with U.S. SEC

Burning Rock BiotechAnnouncement

08/11/2022 07:01

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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 (mailto: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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