Belite Bio sells 258,309 ADSs with warrants for $15,000,004

The placement

Belite Bio, Inc said in a prospectus supplement filed February 7, 2025, under a securities purchase agreement dated February 5, 2025, that it would sell 258,309 American depositary shares, each representing one ordinary share, together with warrants to buy another 258,309 ADSs, directly to an institutional investor. The prospectus does not name that investor. The price is $58.07 per ADS, for $15,000,004 in total. Each ADS is sold with a warrant that can be exercised immediately at $58.07 and expires five years after issue.

Titan Partners Group LLC, a division of American Capital Partners, LLC, is the exclusive placement agent. It has agreed to use reasonable best efforts and is not required to arrange the sale of any specific number of securities. Placement agent fees are $975,000, which leaves $14,025,003 of proceeds before expenses. The closing is expected on or about February 7, 2025.

Lucosky Brookman LLP is counsel to the placement agent. Maples and Calder (Hong Kong) LLP passes on the validity of the ordinary shares and on Cayman Islands law for the company. O'Melveny & Myers LLP is also named, and the prospectus says it may rely on the Maples and Calder opinion, but the prospectus does not set out its own role. Marcum Asia CPAs LLP audited the financial statements incorporated by reference.

Dilution, lock-up and earlier deals

The prospectus says a buyer in this offering faces immediate dilution of $54.02 per ADS, measured against the as-adjusted net tangible book value per ADS at September 30, 2024. The company, its directors, senior executive officers and holders of 5% or more have agreed not to issue ADSs or ordinary shares for equity fundraising, or to file registration statements, for 60 days after closing.

The prospectus also lists earlier financings. In 2023 the company had an at-the-market program of up to $100 million, with SVB Securities LLC and Cantor Fitzgerald & Co. as sales agents at a 3.0% commission. On April 25, 2024 it signed a securities purchase agreement for a registered direct offering of 651,380 ADSs at $38.38 each, with warrants for the same number of ADSs. On November 3, 2024 it signed an inducement letter with a healthcare-focused institutional holder of warrants for 651,380 ordinary shares. Those existing warrants carried a price of US$44.14 per ordinary share, and the holder agreed under the letter to exercise them for cash.

The cash position and the business

The risk factors say the company has recorded net cash outflow from operating activities since its inception and will need more financing to fund its operations. If it cannot raise that financing, the prospectus says, it may be unable to complete development and commercialization of its products.

Belite Bio is a holding company incorporated in the Cayman Islands, with its principal executive offices in San Diego and subsidiaries in Hong Kong and the People's Republic of China. Its lead product candidate, tinlarebant, is an orally administered, once-a-day tablet for Stargardt disease type 1 and geographic atrophy, a form of advanced dry age-related macular degeneration. The company says no FDA-approved treatment exists for Stargardt disease type 1 and no approved oral treatment exists for geographic atrophy. It believes tinlarebant's target specificity and potency could be clinically meaningful in both diseases.

Two Phase 3 trials are named: DRAGON, in adolescent Stargardt patients, and PHOENIX, in geographic atrophy. DRAGON II, in adolescents aged 12 to 20 in Japan, the United States and the United Kingdom, has completed its Phase 1b portion and has dosed the first patient in its Phase 2/3 portion. That portion targets about 60 subjects, including about 10 Japanese subjects. The prospectus gives no efficacy results from the Phase 3 trials. The company's second program is an orally administered compound aimed at fatty liver disease, type 2 diabetes and gout.

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