What are the specific terms of the warrants (exercise price, settlement method, any lock‑up periods, and anti‑dilution provisions)?
Short answer:
The press release you quoted does not disclose the detailed warrant terms (exercise price, settlement method, lock‑up provisions, anti‑dilution rights, etc.). The only information that is provided is that each warrant gives the holder the right to purchase one (1) American Depositary Share (ADS) of Belite Bio, Inc. and that the combined purchase price for each ADS + its accompanying warrant is $65. All other specific warrant provisions are omitted from the announcement and would be found in the formal offering documents (e.g., the securities purchase agreement, the prospectus supplement, or the related Form S‑1/8‑K filing with the SEC).
What the news release tells us
| Item | Detail from the release |
|---|---|
| Quantity of warrants | 230,770 warrants (one per ADS purchased) |
| Purchase price (ADS + warrant) | $65 per ADS and its accompanying warrant (i.e., the investor pays $65 for the bundle) |
| Potential additional proceeds | Up to ≈ $15 million if the five‑year warrants are exercised in the future |
| Closing date | Expected around August 8, 2025 |
| Offering type | Registered direct offering (SEC‑registered, not a private placement) |
No further numeric or contractual terms about the warrants are mentioned.
What is typically included in a warrant package (for context)
While the release omits the specifics, registered‑direct offerings that involve warrants usually contain the following provisions in the accompanying prospectus or underwriting agreement. You can use this list to know what to look for when you obtain the full filing:
| Typical provision | What it usually means |
|---|---|
| Exercise (strike) price | The price per ADS that the warrant holder must pay to convert the warrant into an ADS. It may be set at the same $65 purchase price, at a premium to current market price, or at a predetermined discount/premium. |
| Settlement method | Warrants can be settled in cash (pay the exercise price and receive the ADS) or in kind (receive ADSs without cash, the issuer may issue new ADSs). The method is spelled out in the warrant agreement. |
| Expiration date | The date by which the warrant must be exercised (often 5 years from issuance, consistent with the “five‑year warrants” mentioned). |
| Lock‑up periods | Restrictions preventing warrant holders (or the underlying ADS holders) from selling the ADSs for a certain period after exercise or after the offering closes. This is common for insiders, but may not apply to public investors. |
| Anti‑dilution protection | Adjustments to the number of ADSs purchasable or the exercise price if the company issues additional securities at a price lower than the warrant’s exercise price (full‑ratchet, weighted‑average, etc.). |
| Cash‑less exercise | Some warrants allow the holder to exercise without paying cash by surrendering a portion of the underlying shares to cover the exercise price. |
| Transferability | Whether the warrants are freely transferable or subject to registration requirements. |
| Registration rights | Whether the issuer must register the underlying ADSs for resale after the warrant is exercised. |
If any of these provisions are material to your decision‑making, you’ll need to locate the prospectus supplement (Form S‑1/A or S‑3, depending on the filing) or the Form 8‑K that accompanies the securities purchase agreement. Those documents will list:
- The exact exercise price (often expressed as “$ X per ADS”).
- Whether the exercise is cash‑settled or share‑settled.
- The expiration date (e.g., “the warrants expire at the close of business on August 8, 2030”).
- Any lock‑up or selling‑restriction clauses applicable to the warrants or the ADSs received upon exercise.
- The anti‑dilution formula (full‑ratchet, weighted‑average, or none).
How to obtain the missing details
SEC EDGAR search – Look up Belite Bio, Inc. (CIK: 0001854375) for filings posted around August 7‑10, 2025. The relevant filings are usually:
- Form S‑1 (or S‑3) Amendment – prospectus supplement describing the offering.
- Form 8‑K – “Entry into a Material Definitive Agreement” that includes the securities purchase agreement.
- Form 424B4 – the final prospectus.
- Form S‑1 (or S‑3) Amendment – prospectus supplement describing the offering.
Company Investor Relations website – Belite Bio typically posts a “Press Release” and a downloadable PDF of the Offering Memorandum or “Registration Statement” under the “Financials/SEC Filings” or “Press Releases” sections.
Contact Investor Relations – If the public documents do not spell out certain terms (e.g., anti‑dilution), you can request clarification directly from the company’s IR team.
Bottom line
- From the news release alone: The only concrete warrant detail is that 230,770 warrants are being issued, each paired with an ADS, and the bundle (ADS + warrant) is priced at $65.
- Missing specifics (exercise price, settlement, lock‑up, anti‑dilution) are not disclosed in the excerpt you gave.
- To obtain those specifics, you must consult the official SEC filing(s) or the offering prospectus that accompany this registered direct offering. Those documents will contain the precise legal terms you’re looking for.