ALPHAMAB-B (09966.HK): Exercises Warrant to Buy Pathos AI Preferred Shares for US$62.5m

NewTimeSpace News: On 23 October 2026, Alphamab Oncology (stock code: 9966) announced that its wholly-owned subsidiary Alphamab Oncology (Hong Kong) Limited delivered an exercise notice under the warrant to Pathos AI, Inc. and paid the exercise price, exercising the warrant in full to subscribe for 4,720,365 Series E preferred shares of Pathos AI at US$13.24050 per share, for an aggregate consideration of US$62,499,992.78 (about US$62.50 million, equivalent to about HK$489.96 million), funded by the Group's internal cash resources.

The warrant arose from a licence agreement dated 3 August 2026 between Jiangsu Alphamab and Pathos AI, under which Jiangsu Alphamab granted Pathos AI an exclusive licence to research, develop, manufacture and commercialise JSKN016 (a TROP2/HER3 bispecific ADC) in territories other than mainland China, Hong Kong, Macao and Taiwan. Jiangsu Alphamab is entitled to a non-refundable upfront payment of US$125 million, milestone payments of up to US$2,093 million and tiered royalties at high single-digit to low double-digit percentages of annual net sales in the licensed territory; the warrant formed part of the overall transaction.

The exercise price equals the per-share price paid by other investors in Pathos AI's Series E financing, which was priced on a pre-money valuation of about US$2.7 billion and is more than 70% above the original issue price of Pathos AI's Series D preferred shares; the Group did not obtain an independent valuation of Pathos AI. Following completion, the Group will hold about 2% of Pathos AI's issued share capital and be entitled to exercise about 2% of the voting rights; Pathos AI will not become a subsidiary and its results will not be consolidated, and the shares will be accounted for as a financial asset at fair value.

Under the Listing Rules, as one or more applicable percentage ratios exceed 5% but are below 25%, the exercise and the subscription constitute a discloseable transaction subject to the reporting and announcement requirements of Chapter 14, but exempt from the circular (including independent financial advice) and independent shareholders' approval requirements.