UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1922, 2023

________________________

LIANBIO

(Exact name of registrant as specified in its charter)

________________________


Cayman Islands	001-40947	98-1594670
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


103 Carnegie Center Drive, Suite 309 Princeton, NJ						08540
(Address of principal executive offices)						(Zip Code)

(Registrant’s telephone number, including area code): (609) 486-2308

Not Applicable

(Former name or former address, if changed since last report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange
on which registered

American depositary shares, each representing 1 ordinary share, $0.000017100448 par value per share

LIAN

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 51.~~02.~~01 Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers~~Agreement.

~~Departure~~On December 22, 2023 (the “Closing Date”), LianBio Development (HK) Limited (“LianBio Development”), a subsidiary of ~~Chief~~LianBio, ~~Financial~~Janssen ~~Officer~~Pharmaceutica NV (“Janssen”), a Johnson & Johnson company, and, as applicable, LianBio entered into an Asset Purchase Agreement (the “APA”). LianBio Development and LianBio had previously entered into a License, Development and Commercialization Agreement, dated as of May 11, 2021, as amended by that certain Amendment No. 1 thereto dated March 16, 2023 (the “Lian LDCA”) with Nanobiotix S.A. (“Nanobiotix”), pursuant to which Nanobiotix granted to LianBio Development certain rights and licenses to develop and commercialize NBTXR3, an investigational potential first-in-class radioenhancer, in Mainland China, Hong Kong, Taiwan, Macau, South Korea, Singapore and Thailand. Under the APA, LianBio Development and certain of its affiliates (the “Seller Entities”) will sell to Janssen all of the Seller Entities’ rights, tile and interests in the products licensed to LianBio Development under the Lian LDCA (the “Licensed Products”) along with certain related properties and assets, and Janssen will assume certain related liabilities, each effective as of the Closing Date. The transactions contemplated by the APA and related ancillary documents are hereinafter referred to as the “Transactions.”

OnPursuant ~~December~~to ~~20,~~the ~~2023~~APA, LianBio ~~(the~~Development ~~“Company”)~~will ~~announced~~receive ~~that~~a Yione-time ~~Larson,~~payment ~~the~~of ~~Company’s~~$25 ~~Chief~~million. ~~Financial~~In ~~Officer~~addition, ~~has~~LianBio ~~decided~~Development tois ~~resign~~eligible ~~from~~to ~~the~~receive ~~Company,~~a ~~effective~~sales ~~December~~milestone ~~19,~~payment ~~2023,~~of to$5 ~~pursue~~million ~~other~~within ~~business~~60 ~~and~~days ~~professional~~after ~~interests~~the ~~and~~end ~~opportunities.~~of ~~The~~the ~~Company~~first ~~thanks~~calendar ~~Ms.~~year ~~Larson~~in ~~for~~which ~~her~~the ~~many~~aggregate ~~contributions~~net tosales of the ~~growth~~Licensed ~~and~~Products ~~success~~in of the ~~business~~People’s ~~during~~Republic ~~her~~of ~~tenure~~China ~~with~~exceed ~~the~~$20 ~~Company~~million.

OnIn ~~December 19~~addition, ~~2023,~~LianBio Development will perform certain transition activities to facilitate the ~~Company~~transition ~~entered~~of ~~into~~development aof ~~separation~~the ~~agreement~~Licensed ~~with~~Products ~~Ms.~~and ~~Larson~~the (related properties and assets, including the ~~“Separation~~transfer ~~Agreement”)~~of certain regulatory approvals, ~~pursuant~~filings and studies as well as certain ongoing regulatory activities related to ~~which~~the MsLicensed Products and the related properties and assets during the transition period, as applicable. ~~Larson~~The ~~will~~transition beactivities ~~entitled~~are expected to ~~the~~be completed within six months following ~~benefits:~~the Closing Date.

~~•60~~Concurrently ~~days~~with the execution of the APA, LianBio, LianBio Development, Nanobiotix and Janssen entered into a Novation Agreement, dated as of December 22, 2023, pursuant to which Nanobiotix acknowledged and consented to the Transactions, including the novation and assumption or termination of LianBio Development’s ~~pay~~right, title and interest in ~~lieu~~the ofLian ~~notice~~LDCA atand ~~her~~any ~~final~~other ~~base~~contracts ~~rate~~which Janssen will assume to which Nanobiotix or any of ~~pay;~~its affiliates is a party.

~~•One~~The ~~year~~foregoing ~~extension~~description of the ~~commercial~~APA ~~health~~is ~~insurance;~~qualified in its entirety by reference to the full text of the APA, a copy of which LianBio expects to include as an exhibit to a future periodic report, to be filed with the U.S. Securities and Exchange Commission.

~~•Severance~~Item ~~payment~~1.02 Termination ~~in the amount~~ of ~~$2,430,124 to be made in monthly installments in an amount of $202,510.33 per month for the first three (3) months following December 19, 2023 (each,~~ a ~~“monthly~~Material ~~installment”),~~Definitive ~~and the remainder of the severance payment ($1,822,593) will be made in one lump sum within thirty (30) days of the final monthly installment~~Agreement.

The ~~foregoing~~disclosures ~~description~~regarding of the ~~Separation~~Transactions ~~Agreement~~set ~~does~~forth ~~not~~in ~~purport~~Item to1.01 beabove ~~complete~~are ~~and~~incorporated ~~is qualified in its entirety~~ by reference tointo ~~the~~this ~~Separation~~Item ~~Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ending on December 31, 2023~~1. 02.

Appointment of Interim Chief Financial Officer

In connection with Ms. Larson’s departure, effective December 19, 2023, the Board appointed Ehong Gu as Interim Chief Financial Officer of the Company, in which role she will act as the Company’s principal financial officer and principal accounting officer. At this time, the Company and Ms. Gu have not entered into any compensation arrangements (written or unwritten) in connection with her new role.

Ms. Gu (51) has served in roles of increasing responsibility at the Company. She has served as VP, Head of Global Finance since April 2023 and VP of Finance, China since August 2021. From 2019 to 2021, Ms. Gu was AVP, Finance at CStone Pharmaceuticals, where she led the finance operations and established the financial infrastructure for the listing company. She was Sr. Finance Director at BeiGene from 2017 to 2019 and served as a member of BeiGene China Leadership Team, supporting a fast-growing business across China and APAC territories. Ms. Gu was Finance Director and China CFO at Celgene Corporation from 2009 to 2017. She was a founding member of the Celgene China Leadership Team. Ms. Gu earned an MBA degree in Finance from the Rotman School of Management at the University of Toronto, and a bachelor’s degree in English from Shanghai University.

There are no family relationships between Ms. Gu and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Ms. Gu that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

In accordance with the Company’s customary practice, the Company will enter into an indemnification agreement with Ms. Gu, which requires the Company to indemnify Ms. Gu against certain liabilities that may arise in connection with her status or service as an executive officer.

The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, which is filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1, filed on October 1, 2021, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

A copy of the press release announcing the above-described management changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.						Description
99.1						Press release issued by LianBio, dated December 20, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			LIANBIO

By:			/s/ Brianne Jahn
			Brianne Jahn
			Chief Business Officer

Date: December 2026, 2023

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