Zai Lab Secures $250 Million in Private Placement

Zai Lab Secures $250 Million PIPE Financing to Support Global Development of Zocilurtatug Pelitecan

Zai Lab Limited, an innovation-driven global biopharmaceutical company, has entered into a securities purchase agreement to raise approximately $250 million through a private investment in public equity (PIPE) financing. The proceeds are expected to support the continued global development of zocilurtatug pelitecan (zoci), the company’s investigational Delta-like ligand 3 (DLL3)-targeting antibody-drug conjugate (ADC).

Under the agreement, Zai Lab will sell 11,340,000 American Depositary Shares (ADSs) to certain investors. Each ADS represents ten ordinary shares of the company and is priced at $22.04. The financing is expected to generate gross proceeds of approximately $250 million before the deduction of placement agent fees and other offering-related expenses.

The transaction is expected to close on or about October 27, 2026, subject to customary closing conditions. TCGX is leading the financing, which also includes participation from a group of new and existing institutional investors with interests in healthcare, biotechnology, and life sciences investments.

Zai Lab plans to use the net proceeds primarily to advance the global development of zocilurtatug pelitecan, reflecting the company’s continued investment in its oncology pipeline and its efforts to develop targeted treatments for patients with serious cancers.

Leerink Partners is serving as the exclusive placement agent for the PIPE financing, while Ropes & Gray is acting as legal advisor to Zai Lab.

The capital raise provides the company with additional financial resources to support clinical development activities for its investigational ADC program. It also represents a financing milestone as Zai Lab continues to pursue its strategy of developing innovative medicines for patients across global markets.

Zai Lab Raises Approximately $250 Million Through PIPE Financing

The securities purchase agreement covers the sale of 11,340,000 ADSs at a purchase price of $22.04 per ADS. Based on the stated offering terms, the financing is expected to generate approximately $250 million in gross proceeds.

A PIPE financing enables a publicly traded company to raise capital by selling securities directly to selected institutional or other qualified investors through a private transaction. Such financings can provide companies with access to substantial funding without relying exclusively on a conventional public offering.

For biopharmaceutical companies, access to capital is particularly important because drug development typically involves significant investment in research, clinical trials, regulatory activities, and manufacturing preparation before a product can generate commercial revenue.

The development of investigational oncology therapies can require additional resources as programs progress through clinical evaluation and generate data intended to support subsequent development decisions. Financing can help companies maintain development timelines, expand clinical activities, and prepare for additional studies, depending on the program’s needs and the resources available.

Zai Lab has stated that the net proceeds from this transaction will primarily support the continued global development of zocilurtatug pelitecan. The company has not indicated in the announcement that the proceeds will be allocated equally across other pipeline programs.

The financing is expected to close on or about October 27, 2026, provided the customary closing conditions are satisfied. The gross proceeds will be reduced by applicable placement agent fees and other offering expenses, meaning the net amount available to the company will be lower than the headline financing value.

TCGX Leads Financing With Participation From Institutional Investors

TCGX is leading the PIPE financing, with participation from several additional new and existing investors. The participating institutions include abrdn World Healthcare Fund, ADAR1 Capital Management, Balyasny Asset Management, Cormorant Asset Management, Frazier Life Sciences, RA Capital Management, RTW Investments, Sirenia Capital Management LP, Wellington Management, and Woodline Partners LP.

The participation of these investors provides Zai Lab with a broad group of institutional financing partners for the transaction. The investors named in the announcement represent a range of investment organizations, including firms and funds active in healthcare, biotechnology, and life sciences.

Institutional investment is an important source of capital for biotechnology companies pursuing research-intensive development programs. Drug development frequently involves extended timelines, substantial clinical research expenses, and uncertainty regarding whether investigational candidates will ultimately demonstrate sufficient safety and efficacy to obtain regulatory approval.

For companies developing targeted oncology therapies, financing can help support the work required to evaluate a candidate’s clinical potential and determine the appropriate path toward further development.

In Zai Lab’s case, the stated purpose of the financing is to support the global development of zocilurtatug pelitecan. The transaction therefore connects the company’s capital-raising strategy with its efforts to advance an investigational oncology treatment.

The financing does not, by itself, establish the clinical effectiveness of the candidate or guarantee its eventual approval. Rather, it provides additional funding that the company intends to direct primarily toward development activities for the program.

Zocilurtatug Pelitecan Is the Primary Focus of the Financing

Zocilurtatug pelitecan, also referred to as zoci, is an investigational antibody-drug conjugate designed to target Delta-like ligand 3, or DLL3. Zai Lab intends to use the financing proceeds primarily to support the candidate’s continued global development.

Antibody-drug conjugates are a class of targeted medicines that combine an antibody with a therapeutic payload. The antibody component is designed to recognize a particular molecular target, while the attached payload is intended to deliver a drug capable of producing an effect on target-expressing cells.

The approach seeks to combine aspects of antibody-based targeting with the activity of a potent therapeutic agent. However, the clinical performance of an ADC depends on multiple factors, including target expression, antibody binding, internalization, payload characteristics, drug distribution, and safety.

DLL3 is a protein associated with certain neuroendocrine cancers and has attracted interest as a potential target for investigational oncology therapies. Its expression in selected tumor types has created opportunities for researchers to develop treatments intended to direct therapeutic activity toward cancer cells expressing the target.

The development of DLL3-targeting therapies is particularly relevant to small-cell lung cancer and other cancers in which DLL3 may be expressed. These diseases can present significant treatment challenges, and researchers continue to investigate approaches designed to improve the effectiveness of cancer treatment.

Zocilurtatug pelitecan is being developed as part of Zai Lab’s oncology portfolio. The company’s decision to direct the majority of the financing proceeds toward its continued global development underscores the program’s importance to its current development strategy.

The announcement does not provide new clinical efficacy results, safety findings, trial enrollment figures, or regulatory milestones for zoci. Accordingly, the financing should be viewed as a corporate and financial development supporting the program rather than an announcement of new clinical outcomes.

Future progress will depend on the results of clinical evaluation, the ability to establish an acceptable safety profile, and the regulatory requirements applicable to the candidate and its intended indications.

Funding Supports Continued Global Clinical Development

The development of an investigational oncology medicine involves multiple stages of research and evaluation. Depending on the program’s progress, activities may include clinical trial execution, patient recruitment, safety monitoring, efficacy assessments, manufacturing development, regulatory interactions, and the preparation of data for future studies.

Global development can introduce additional operational requirements because clinical research may involve different healthcare systems, regulatory authorities, geographic regions, and patient populations. Coordinating these activities requires financial resources as well as clinical, scientific, and operational expertise.

Zai Lab’s plan to use the net proceeds primarily for zocilurtatug pelitecan is intended to provide financial support for the candidate’s continued development across global markets.

The additional capital could give the company greater flexibility in funding its planned development activities. However, the announcement does not specify the exact amount that will be assigned to individual clinical trials, research activities, or geographic markets.

The financing also does not establish a timetable for future clinical readouts or regulatory submissions. Those milestones will depend on the candidate’s development status and the company’s subsequent decisions regarding its clinical and regulatory strategy.

For oncology drug developers, securing capital can be particularly important when advancing complex biologic medicines such as ADCs. These programs may require coordinated work across clinical research, drug manufacturing, analytical development, and regulatory compliance.

The PIPE transaction provides Zai Lab with an additional source of funding as it continues to evaluate the therapeutic potential of zocilurtatug pelitecan.

Transaction Structure and Securities Registration

The sale and issuance of the ADSs will take place through a private transaction that does not involve a public offering. The securities have not been registered under the Securities Act of 1933, as amended.

Under the terms described in the announcement, the ADSs issued through the PIPE financing may not be offered or sold in the United States unless they are registered or qualify for an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Zai Lab has agreed to file a registration statement with the U.S. Securities and Exchange Commission (SEC) covering the resale of the ADSs acquired by the investors in the private placement.

A resale registration statement is distinct from a registration statement for a conventional public offering of newly issued securities. In this transaction, the company has agreed to take the specified registration step to cover resales of the securities acquired by the participating investors, subject to applicable requirements.

The securities structure and registration provisions form part of the transaction’s legal framework. Completion remains subject to customary closing conditions, and the company expects the transaction to close on or about October 27, 2026.

Zai Lab also emphasized that the announcement does not constitute an offer to sell securities or a solicitation of an offer to purchase securities. It further stated that no securities may be sold in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful before registration or qualification under the applicable securities laws.

These disclosures clarify the private nature of the financing and the conditions governing the offer, issuance, and resale of the ADSs.

Financial and Legal Advisors

Leerink Partners is acting as the exclusive placement agent for the PIPE financing, supporting the transaction’s placement process.

Ropes & Gray is serving as legal advisor to Zai Lab, advising the company on the legal aspects of the financing agreement and associated transaction requirements.

The involvement of financial and legal advisors is a standard component of institutional financing transactions, particularly those involving publicly traded companies and securities issued through private placements.

The financing will provide Zai Lab with gross proceeds of approximately $250 million before fees and expenses. The final net proceeds will depend on the costs associated with completing the transaction.

Outlook for Zai Lab’s Oncology Strategy

The PIPE financing represents a significant capital-raising transaction for Zai Lab and is intended to support the continued global development of zocilurtatug pelitecan.

By securing approximately $250 million in gross proceeds from the sale of 11,340,000 ADSs at $22.04 per share, the company is adding financial resources to advance a targeted oncology candidate based on DLL3-directed ADC technology.

The transaction is led by TCGX and includes participation from multiple new and existing institutional investors. It is expected to close on or about October 27, 2026, subject to customary closing conditions.

The financing also reflects the substantial resources required to develop investigational cancer therapies and bring promising candidates through clinical evaluation. While the transaction does not establish the future clinical or commercial success of zocilurtatug pelitecan, it is intended to support the next stages of the program’s development.

For Zai Lab, the principal objective is to continue advancing zoci as part of its global oncology development efforts. Future progress will depend on clinical evidence, development execution, and regulatory assessment.

With the financing expected to strengthen its ability to fund the program, Zai Lab will continue pursuing the development of zocilurtatug pelitecan as it works to advance potential targeted treatment options for patients with cancer.

About Zai Lab

Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688) is an innovative, research-based, commercial-stage biopharmaceutical company based in China and the United States. We are focused on discovering, developing, and commercializing innovative products that address medical conditions with significant unmet needs in the areas of oncology, immunology, neuroscience, and infectious disease. Our goal is to leverage our competencies and resources to positively impact human health.

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