UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | N/A | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 2101 Cottontail Lane Somerset, NJ |
08873 | |
| (Address of principal executive offices) | (Zip code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of exchange on which | |
| American depositary shares, each representing 2 ordinary shares | The Nasdaq Stock Market LLC | |
| Ordinary shares, par value US$0.0001 per share* | The Nasdaq Stock Market LLC* |
| * | Not for trading, but only in connection with the listing of the American depositary shares on The Nasdaq Stock Market LLC. The American depositary shares represent the right to receive the ordinary shares and are being registered under the Securities Act of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from registration under Section 12(a) of the Securities Exchange Act of 1934 pursuant to Rule 12a-8 thereunder. |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒ | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following. ☐ | |
| If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐ |
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Securities Act registration statement number to which the form relates:
333-238232
Securities to be registered pursuant to Section 12(g) of the Act:
None
| Item 1. | Description of Registrant’s Securities to be Registered. |
The description of the securities being registered is set forth under “Description of Share Capital” and “Description of American Depositary Shares” in the Registrant’s registration statement on Form F-1 (File No. 333-238232), originally filed with the Securities and Exchange Commission on May 13, 2020, as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act of 1933, which description and prospectus are incorporated herein by reference.
| Item 2. | Exhibits. |
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
2.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Legend Biotech Corporation | ||||
| Date: June 2, 2020 | By: | /s/ Yuan Xu | ||
| Name: Yuan Xu | ||||
| Title: Chief Executive Officer | ||||
3.