Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K/A
(Amendment No. 1)
 
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
Date of Report: February 17, 2023
 
Commission File Number: 001-39307
 
 
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)


2101 Cottontail Lane
Somerset, New Jersey 08873
(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F              Form 40-F  
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

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Explanatory Note

Legend Biotech Corporation (“Legend Biotech”, “Legend”, or the “Company”) is filing this Amendment No. 1 on Form 6-K/A (the “Form 6-K/A”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2022, to amend and restate its unaudited financial results for the three months ended March 31, 2022 and 2021 (the "Original 6-K").

As previously reported, on October 19, 2022, the audit committee (the “Audit Committee”) of Legend Biotech, based on the recommendation of, and after consultation with, the Company’s management, concluded that the Company’s previously issued unaudited interim financial statements for the three months ended March 31, 2022 and 2021 (the “Unaudited Affected Financials”) should no longer be relied upon. The Company determined that the original valuation of the commercial license for cilta-cel (the “Commercial License”) pursuant to its worldwide collaboration and license agreement with Janssen Biotech, Inc. (“Janssen”) was understated and together with a technology transfer service, was a single performance obligation and, as a result, the accounting for revenue recognition in the Unaudited Affected Financials was materially incorrect.

This Form 6-K/A includes restated unaudited interim financial results for the three months ended March 31, 2022 and March 31, 2021. The individual restatement matters that underlie the restatement adjustments are described below under “Restatement of Previously Issued Financial Results”.

This Form 6-K/A is hereby incorporated by reference in the registration statements of Legend Biotech on Form F-3 (Nos. 333-257609 and 333-257625) and Form S-8 (No. 333-239478), to the extent not superseded by documents or reports subsequently filed.








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LEGEND BIOTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

Three months ended March 31, 2022Three months ended March 31, 2021
(Unaudited)(Unaudited)
As Restated As Restated
(in thousands, US$, except share and per share data)
REVENUE50,040
Other income and gains1,012722
Research and development expenses(81,548)(71,072)
Administrative expenses(12,657)(8,764)
Selling and distribution expenses(21,302)(13,417)
Other expenses(1,527)(2,034)
Fair value gain of warrant liability34,900
Finance costs(1,044)(38)
LOSS BEFORE TAX(32,126)(94,603)
Income tax (expense)/credit(163)4,082
LOSS FOR THE PERIOD(32,289)(90,521)
Attributable to:
Ordinary equity holders of the parent(32,289)(90,521)
Loss per share attributable to ordinary equity holders of the parent:
Ordinary shares – basic(0.10)(0.34)
Ordinary shares – diluted(0.10)(0.34)
Shares used in loss per share computation:
Ordinary shares – basic308,699,034266,293,913
Ordinary shares – diluted308,699,034266,293,913

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LEGEND BIOTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

March 31, 2022December 31, 20211
(Unaudited)Audited
(in thousands, US$)As Restated As Restated
NON-CURRENT ASSETS
Property, plant and equipment105,988102,506
Advance payments for property, plant and equipment2582,168
Right-of-use assets39,77138,283
Time deposits4,7264,705
Intangible assets4,4114,684
Other non-current assets24,62317,269
Total non-current assets179,777169,615
CURRENT ASSETS
Collaboration inventories1,4481,749
Trade receivables50,45150,410
Prepayments, other receivables and other assets19,10213,758
Financial assets measured at amortized cost29,97429,937
Financial assets at fair value through profit or loss99,995
Lease receivables68894
Pledged deposits1,4481,444
Time deposits283,505163,520
Cash and cash equivalents377,786688,938
Total current assets864,397949,850
Total assets1,044,1741,119,465
CURRENT LIABILITIES
Trade and notes payables9,7127,043
Other payables and accruals96,050123,558
Government grants320304
Lease liabilities1,774911
Warrant liability53,00087,900
Tax payable9,5659,488
Total current liabilities170,421229,204
NON-CURRENT LIABILITIES
Collaboration interest-bearing advanced funding126,714120,462
Lease liabilities3,6501,593
Government grants1,8731,866
Other non-current liabilities356396
Total non-current liabilities132,593124,317
Total liabilities303,014353,521
EQUITY
Share capital3131
Reserves741,129765,913
Total ordinary shareholders’ equity741,160765,944
Total equity741,160765,944
Total liabilities and equity1,044,1741,119,465
1 Please see 20F/A Company’s Consolidated Statements of Financial Position December 31, 2021
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LEGEND BIOTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31, 2022Three months ended March 31, 2021
(Unaudited)(Unaudited)
As Restated As Restated
(in thousands, US$)
LOSS BEFORE TAX(32,126)(94,603)
CASH FLOWS USED IN OPERATING ACTIVITIES(78,687)(26,787)
CASH FLOWS USED IN INVESTING ACTIVITIES(232,500)(17,150)
CASH FLOWS FROM FINANCING ACTIVITIES25207
NET DECREASE IN CASH AND CASH EQUIVALENTS(311,162)(43,730)
Effect of foreign exchange rate changes, net10337
Cash and cash equivalents at beginning of the period688,938455,689
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD377,786412,296
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances667,465462,552
Less: Pledged deposits1,448256
Time deposits288,23150,000
Cash and cash equivalents as stated in the statement of financial position377,786412,296
Cash and cash equivalents as stated in the statement of cash flows377,786412,296



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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL RESULTS

The Company has restated its unaudited interim Condensed Consolidated Statements of Financial Position at March 31, 2022, and unaudited interim Condensed Consolidated Statements of Profit or Loss and Cash Flows for each of the three months ended March 31, 2022 (“Q1 2022”) and 2021 (“Q1 2021”) included in the Original 6-K. The individual restatement matters that underlie the restatement adjustments are described below.

Revenue Recognition Adjustments

In December 2017, the Company entered into a worldwide collaboration and license agreement with Janssen for the worldwide development and commercialization of cilta-cel (the “Janssen Agreement”). Historically, the Company has recognized revenue under the Janssen Agreement pursuant to two performance obligations: (i) the sale of the commercial license for cilta-cel (the “Commercial License”) and (ii) service on the Joint Steering Committee (the “JSC”) under the collaboration. The sale of the Commercial License was recognized as revenue at the time of sale and the revenue the Company recognized as a result of its service on the JSC was recognized over the term of the clinical development plan under the Janssen Agreement. The Company concluded that the transaction price, at inception of the Janssen Agreement, includes the fixed upfront fee of $350 million and $50 million of milestone payments that are highly probable of being achieved. All other potential milestone payments are considered variable consideration.

The Company has since determined the Janssen Agreement contains a contract with a customer (Janssen) in the scope of IFRS 15 for a right to use our intellectual property (in the form of a license) and technology transfer service that form a single performance obligation. These elements of the Janssen Agreement are representative of a vendor-customer relationship as Janssen contracted with Legend to obtain a license of its intellectual property for LCAR-B38M and related technology transfer, which are an output of Legend’s ordinary activities, in exchange for consideration. Janssen is not a customer for collaborative activities, including participation on the JSC, which are in the scope of other IFRS standards. Also, the Company determined that the original stand-alone selling price of the Commercial License performance obligation was understated.

The Company has revised its accounting treatment to recognize revenue for the $350 million upfront fee and $50 million milestone license revenue in 2018, the year in which the single performance obligation to deliver the license of intellectual property, including a technology transfer service, was satisfied. Subsequent development, manufacturing and regulatory milestones will be recognized in full in the period in which it is highly probable a significant reversal of the cumulative revenue recognized for the IFRS 15 contract will not occur, as they are associated with the performance obligation to deliver the license of intellectual property that was satisfied in 2018. The Company recognized revenue of $50 million for a regulatory milestone achieved in Q1 2022. No milestones were achieved in Q1 2021. The Company will recognize revenue for sales-based milestones when the milestone is achieved pursuant to the royalty recognition constraint.

In connection with the restatement, the Company has also corrected the corresponding contract liabilities of previously deferred license and collaboration revenue as a result in the change in performance obligations identified.

Collaboration Assets Adjustments

The Company has identified and corrected errors related to the accounting treatment of assets purchased by the Company or Janssen that are solely to be used by the collaboration and subject to the cost sharing terms and conditions in the Janssen Agreement (“Collaboration Assets”). Historically, the Company recorded Collaboration Assets it purchased from a third party vendor, net of Janssen’s share of these costs, and its share of Collaboration Assets purchased by Janssen as property, plant and equipment.

The Company has revised its accounting treatment to record its share of Collaborations Assets that are leased to and by the collaboration in accordance with IFRS 16, Leases to correctly reflect the assets associated with the collaboration.

If the Company’s collaboration partner owns the asset, and on the basis of the terms and conditions of the collaboration agreement, there is a lease from the Company’s collaboration partner to the collaboration, the Company recognizes a right-of-use asset and lease liability for its share of the asset leased from the collaboration partner to the collaboration. This is usually the case when the collaboration, through the JSC and other governance committees, has the right to direct the use and obtains substantially all of the economic benefits from using the asset. Lease payments the Company makes prior to lease commencement are recorded as prepaid rent within other non-current assets and will be reclassified to a right-of-use asset upon lease commencement.

If the Company owns the asset, and on the basis of the terms and conditions of the collaboration agreement, there is a lease from the Company to the collaboration, the Company recognizes a finance lease for the asset it leases to the collaboration. In such cases, the Company’s share of the asset that is jointly controlled by the collaboration is recorded in property, plant and equipment, and a lease receivable is recognized for the collaboration partner’s share of the asset.

For lease agreements the Company entered into on behalf of the collaboration, the Company recognizes the full lease liability, rather than its share, because the Company has the primary responsibility for making the lease payments. The Company records a finance sublease for the related right-of-use asset it subleases to the collaboration.

The Company also identified and corrected certain errors in the amounts reported as collaboration inventory. The Company has revised its accounting treatment to include within collaboration inventory the inventory costs incurred by the Company measured at the lower
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of its cost and the collaboration inventory's net realizable value. The Company records within prepayments, other receivables and other assets the amount it is entitled to be reimbursed from its collaboration partner for inventory costs incurred.

Income Taxes

The Company recorded adjustments to income taxes to reflect the impact of the restatement adjustments, as well as additional income tax adjustments related to the accounting for the Janssen Agreement.

The tables below present the impact of the restatement on the Company’s interim unaudited Condensed Consolidated Statements of Financial Position at March 31, 2022, and Condensed Consolidated Statements of Profit or Loss and Cash Flows for the three months ended March 31, 2022 and 2021.

Condensed consolidated statements of profit or loss for the three months ended March 31, 2022
Adjustments by category
As
Previously
Reported
Revenue
Recognition
Collaboration
assets
Tax
impacts
Total
Adjustments
Total
US$’000US$’000US$’000US$’000US$’000US$’000
REVENUE40,8279,213 — — 9,213 50,040 
Other income and gains1,012 — — — — 1,012 
Research and development expenses(81,346)— (202)— (202)(81,548)
Administrative expenses(12,657)— — — — (12,657)
Selling and distribution expenses(21,302)— — — — (21,302)
Other expenses(1,527)— — — — (1,527)
Fair value gain of warrant liability34,900 — — — — 34,900 
Finance costs(994)— (50)— (50)(1,044)
LOSS BEFORE TAX(41,087)9,213 (252)— 8,961 (32,126)
Income tax expense— — — (163)— (163)
LOSS FOR THE PERIOD(41,087)9,213 (252)(163)8,961 (32,289)
Attributable to:
Ordinary equity holders of the parent(41,087)9,213 (252)(163)8,961 (32,289)
Loss per share attributable to ordinary equity holders of the parent:
Ordinary shares - basic(0.13)0.03 — — 0.03 (0.10)
Ordinary shares - diluted(0.13)0.03 — — 0.03 (0.10)
Shares used in loss per share computation:
Ordinary shares - basic308,699,034 308,699,034 
Ordinary shares - diluted308,699,034 308,699,034 














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Condensed consolidated statements of financial position as at March 31, 2022
Adjustments by category
As
Previously
Reported
Revenue
Recognition
Collaboration
assets
Tax
impacts
Total
Adjustments
Total
US$’000US$’000US$’000US$’000US$’000US$’000
NON-CURRENT ASSETS
Property, plant and equipment156,005 — (50,017)— (50,017)105,988 
Advance payments for property, plant and equipment258 — — — — 258 
Right-of-use assets7,393 — 32,378 — 32,378 39,771 
Time deposits4,726 — — — — 4,726 
Intangible assets4,517 — (106)— (106)4,411 
Other non-current assets4,912 — 19,711 — 19,711 24,623 
Total non-current assets177,811 — 1,966 — 1,966 179,777 
CURRENT ASSETS
Collaboration inventories2,895 — (1,447)— (1,447)1,448 
Trade receivables50,451 — — — — 50,451 
Prepayments, other receivables and other assets16,651 — 1,447 1,004 2,451 19,102 
Financial assets measured at amortized cost29,974 — — — — 29,974 
Financial assets at fair value through profit or loss99,995 — — — — 99,995 
Lease receivables— — 688 — 688 688 
Pledged deposits1,448 — — — 1,448 
Time deposits283,505 — — — — 283,505 
Cash and cash equivalents377,786 — — — — 377,786 
Total current assets862,705 — 688 1,004 1,692 864,397 
Total assets1,040,516 — 2,654 1,004 3,658 1,044,174 
CURRENT LIABILITIES
Trade and notes payables9,712 — — — — 9,712 
Other payables and accruals96,055 — (5)— (5)96,050 
Government grants320 — — — — 320 
Lease liabilities883 — 891 — 891 1,774 
Warrant liability53,000 — — — — 53,000 
Tax payable— — — 9,565 9,565 9,565 
Contract liabilities65,560 (65,560)— — (65,560)— 
Total current liabilities225,530 (65,560)886 9,565 (55,109)170,421 
NON-CURRENT LIABILITIES
Collaboration interest-bearing advanced funding126,714 — — — — 126,714 
Contract liabilities245,850 (245,850)— — (245,850)— 
Lease liabilities1,630 — 2,020 — 2,020 3,650 
Government grants1,873 — — — — 1,873 
Other non-current liabilities356 — — — — 356 
Total non-current liabilities376,423 (245,850)2,020 — (243,830)132,593 
Total liabilities601,953 (311,410)2,906 9,565 (298,939)303,014 
EQUITY
Share capital3131
Reserves438,532311,410(252)(8,561)302,597741,129
Total ordinary shareholders' equity438,563311,410(252)(8,561)302,597741,160
Total equity438,563311,410(252)(8,561)302,597741,160
Total liabilities and equity1,040,5162,6541,0043,6581,044,174
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Condensed consolidated statement of cash flows for the three months ended March 31, 2022
As Previously
 Reported
Total Restatement
 Impacts
As Restated
US$’000US$’000US$’000
CASH FLOWS USED IN OPERATING ACTIVITIES(78,687)(78,687)
CASH FLOWS USED IN INVESTING ACTIVITIES(232,500)(232,500)
CASH FLOWS FROM FINANCING ACTIVITIES2525
NET DECREASE IN CASH AND CASH EQUIVALENTS(311,162)(311,162)
Effect of foreign exchange rate changes, net1010
Cash and cash equivalents at beginning of the period688,938688,938
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD377,786377,786
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances667,465667,465
Less: Pledged deposits1,4481,448
Time deposits288,231288,231
Cash and cash equivalents as stated in the statement of financial position377,786377,786
Cash and cash equivalents as stated in the statement of cash flows377,786377,786


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Condensed consolidated statements of profit or loss for the three months ended March 31, 2021
Adjustments by category
As
Previously
Reported
Revenue
Recognition
Collaboration
assets
Tax
impacts
Total
Adjustments
Total
US$’000US$’000US$’000US$’000US$’000US$’000
REVENUE13,682(13,682)— — (13,682)— 
Other income and gains722 — — — — 722 
Research and development expenses(71,072)— — — — (71,072)
Administrative expenses(8,742)(22)— — (22)(8,764)
Selling and distribution expenses(13,417)— — — — (13,417)
Other expenses(2,034)— — — — (2,034)
Finance costs(38)— — — — (38)
LOSS BEFORE TAX(80,899)(13,704)— — (13,704)(94,603)
Income tax credit— — — 4,082 4,082 4,082 
LOSS FOR THE PERIOD(80,899)(13,704)— 4,082 (9,622)(90,521)
Attributable to:
Ordinary equity holders of the parent(80,899)(13,704)— 4,082 (9,622)(90,521)
Loss per share attributable to ordinary equity holders of the parent:
Ordinary shares - basic(0.30)(0.05)— 0.01 (0.04)(0.34)
Ordinary shares - diluted(0.30)(0.05)— 0.01 (0.04)(0.34)
Shares used in loss per share computation:
Ordinary shares - basic266,293,913 266,293,913 
Ordinary shares - diluted266,293,913 266,293,913 

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Condensed consolidated statement of cash flows for the three months ended March 31, 2021
As Previously
 Reported
Total Restatement
 Impacts
As Restated
US$’000US$’000US$’000
CASH FLOWS
CASH FLOWS USED IN OPERATING ACTIVITIES(26,787)(26,787)
CASH FLOWS USED IN INVESTING ACTIVITIES(17,150)(17,150)
CASH FLOWS FROM FINANCING ACTIVITIES207207
NET DECREASE IN CASH AND CASH EQUIVALENTS(43,730)(43,730)
Effect of foreign exchange rate changes, net337337
Cash and cash equivalents at beginning of the period455,689455,689
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD412,296412,296
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances462,552462,552
Less: Pledged deposits256256
Time deposits50,00050,000
Cash and cash equivalents as stated in the statement of financial position412,296412,296
Cash and cash equivalents as stated in the statement of cash flows412,296412,296
































SIGNATURES
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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, thereunto duly authorized.
LEGEND BIOTECH CORPORATION
Date: February 17, 2023
By:
/s/ Ying Huang
Name:
Ying Huang, Ph.D.
Title:
Chief Executive Officer

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