How large was the Connect Biopharma (CNTB) share offering described?

The Issuer agreed to sell an aggregate of 6,130,000 Ordinary Shares in the offering. Panacea Venture Healthcare Fund II, L.P. took 1,160,000 shares of this total, with the transaction documented in a Securities Purchase Agreement dated March 29, 2026.

What share count did the CNTB ownership percentages rely on?

Beneficial ownership percentages use 55,903,513 Ordinary Shares outstanding as of October 31, 2025 plus 6,130,000 new shares from the offering. These figures come from the company’s Form 10-Q and Form 8-K referenced in the ownership discussion.

Connect Biopharma (NASDAQ: CNTB) holder Panacea adds 1.16M shares

Q: How many CNTB shares do the Panacea entities now beneficially own?

The Panacea entities report beneficial ownership of 13,160,000 Ordinary Shares of Connect Biopharma. This represents 21.2% of the outstanding class , giving them significant influence through shared voting and dispositive power over this stake.

Q: What lock-up restrictions apply to James Huang’s CNTB shares?

James Huang agreed to a 45-day lock-up following the offering’s closing. During this period, he will not sell or otherwise dispose of his Ordinary Shares without written consent from the placement agents, as set out in the Lock-up Agreement.

Q: What did Connect Biopharma (CNTB) agree regarding resale registration?

The Issuer agreed to file a registration statement covering resale of the Ordinary Shares issued in the offering. This filing must occur within 45 days after the March 31, 2026 closing , providing a path for investors to resell their shares publicly.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Panacea Venture Healthcare Fund II, L.P. and affiliated entities filed an amended beneficial ownership report on Connect Biopharma Holdings, showing 13,160,000 Ordinary Shares, or 21.2% of the class, with shared voting and dispositive power.

On March 31, 2026, Panacea purchased 1,160,000 Ordinary Shares at $3.45 per share in a 6,130,000-share offering. The Issuer agreed to file a resale registration statement within 45 days of closing, and James Huang entered a 45-day lock-up restricting sales of his Ordinary Shares.

Key Figures

Beneficial ownership: 13,160,000 Ordinary Shares Ownership percentage: 21.2% Panacea purchase size: 1,160,000 Ordinary Shares +5 more

8 metrics

Beneficial ownership 13,160,000 Ordinary Shares Shares beneficially owned by each reporting person as of this filing

Ownership percentage 21.2% Percent of Connect Biopharma Ordinary Shares represented by 13,160,000 shares

Panacea purchase size 1,160,000 Ordinary Shares Shares purchased by Panacea Venture Healthcare Fund II, L.P. on March 31, 2026

Purchase price $3.45 per Ordinary Share Price paid by Panacea Venture Healthcare Fund II, L.P. in the offering

Offering size 6,130,000 Ordinary Shares Aggregate Ordinary Shares sold by the Issuer under the Securities Purchase Agreement

Shares outstanding baseline 55,903,513 Ordinary Shares Shares outstanding as of October 31, 2025, from the Issuer’s Form 10-Q

Lock-up period 45 days Duration James Huang agreed not to sell Ordinary Shares after the offering closing

Resale registration deadline 45 days after closing Timeframe for the Issuer to file a registration statement for resale of offering shares

Key Terms

Securities Purchase Agreement, beneficial ownership, Lock-up Agreement, registration statement, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the Issuer"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

beneficial ownership financial

"The ownership information presented herein represents beneficial ownership of Ordinary Shares as of the date of this filing"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Lock-up Agreement financial

"The Lock-up Agreement is included as Exhibit A to the Securities Purchase Agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

registration statement regulatory

"the Issuer agreed to file a registration statement with the Securities and Exchange Commission within 45 days"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Ordinary Shares financial

"relating to the Ordinary Shares, par value $0.000174 per share (the "Ordinary Shares")"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Schedule 13D regulatory

"amends and supplements the Statement on filed with the on February 13, 2024"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

04/01/2026 - 04:30 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Connect Biopharma Holdings Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G23549101

(CUSIP Number)

James Huang
Panacea Venture, No. 5, Lane 1350, Fuxing Middle Road
Xuhui District, Shanghai, F4, 200031
(86-21) 6176-1101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Ordinary Shares

(b)

Name of Issuer:

Connect Biopharma Holdings Limited

(c)

Address of Issuer's Principal Executive Offices:

3580 Carmel Mountain Road, Suite 200, San Diego, CALIFORNIA , 92130.

Item 1 Comment:

This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 13, 2024 (as amended to date, the "Schedule 13D"), relating to the Ordinary Shares, par value $0.000174 per share (the "Ordinary Shares") of Connect Biopharma Holdings Limited (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On March 31, 2026, in connection with the closing of the Offering (as defined below), Panacea Venture Healthcare Fund II, L.P. purchased 1,160,000 Ordinary Shares at a price of $3.45 per Ordinary Share. Panacea Venture Healthcare Fund II, L.P. obtained the funds used to purchase the Ordinary Shares through capital contributions from its partners.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Securities Purchase Agreement On March 29, 2026, Panacea Venture Healthcare Fund II, L.P., together with certain other investors, entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the Issuer, pursuant to which the Issuer agreed to sell an aggregate of 6,130,000 Ordinary Shares (the "Offering"). Pursuant to the Securities Purchase Agreement, Panacea Venture Healthcare Fund II, L.P. purchased 1,160,000 Ordinary Shares at a price of $3.45 per Ordinary Share. The Offering closed on March 31, 2026. Pursuant to the Securities Purchase Agreement, the Issuer agreed to file a registration statement with the Securities and Exchange Commission within 45 days after the closing of the Offering covering the resale of the Ordinary Shares issued to the investors pursuant to the Securities Purchase Agreement. Additionally, James Huang has agreed not to sell or otherwise dispose of any Ordinary Shares held by him for a period ending 45 days after the closing of the Offering (the "Lock-up Agreement") without first obtaining the written consent of the Placement Agents (as defined in the Securities Purchase Agreement). The Lock-up Agreement is included as Exhibit A to the Securities Purchase Agreement. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated by reference into this Item 5. The ownership information presented herein represents beneficial ownership of Ordinary Shares as of the date of this filing, based upon (1) 55,903,513 Ordinary Shares outstanding as of October 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2025 and (2) 6,130,000 Ordinary Shares issued by the Issuer in connection with the Offering, as disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026. Panacea Venture Healthcare Fund II, L.P. is the record holder of the Ordinary Shares reported herein. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the Ordinary Shares directly reported herein, but each disclaims such beneficial ownership.

(b)

The information contained on the cover pages to this Schedule 13D is incorporated by reference into this Item 5.

(c)

Except as described in this Amendment No. 5, the Reporting Persons have not effected any transactions in the Ordinary Shares during the past sixty days.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the Securities Purchase Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 2: Securities Purchase Agreement, dated March 29, 2026, by and between Connect Biopharma Holdings Limited and each of the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Panacea Innovation Limited

Signature:	/s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	04/01/2026

Panacea Venture Healthcare Fund II, L.P.

Signature:	By: Panacea Venture Healthcare Fund II GP Company, Ltd., its general partner, By: Panacea Innovation Limited, its sole owner, /s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	04/01/2026

Panacea Venture Healthcare Fund II GP Company, Ltd.

Signature:	/s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	04/01/2026

James Huang

Signature:	/s/ James Huang
Name/Title:	James Huang
Date:	04/01/2026

Source: View Original Filing on SEC EDGAR

FAQ

How many CNTB shares do the Panacea entities now beneficially own?

The Panacea entities report beneficial ownership of 13,160,000 Ordinary Shares of Connect Biopharma. This represents 21.2% of the outstanding class, giving them significant influence through shared voting and dispositive power over this stake.

What new CNTB investment did Panacea Venture Healthcare Fund II make?

Panacea Venture Healthcare Fund II, L.P. purchased 1,160,000 Ordinary Shares of CNTB. The shares were bought at $3.45 per share as part of a larger offering that closed on March 31, 2026, increasing the fund’s overall position.

What lock-up restrictions apply to James Huang’s CNTB shares?

James Huang agreed to a 45-day lock-up following the offering’s closing. During this period, he will not sell or otherwise dispose of his Ordinary Shares without written consent from the placement agents, as set out in the Lock-up Agreement.

What did Connect Biopharma (CNTB) agree regarding resale registration?

The Issuer agreed to file a registration statement covering resale of the Ordinary Shares issued in the offering. This filing must occur within 45 days after the March 31, 2026 closing, providing a path for investors to resell their shares publicly.