Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

LEGEND BIOTECH CORPORATION

Date: October 21, 2024

/s/ Ying Huang

Ying Huang, Ph.D.

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

Date of Report: October 21, 2024

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 on paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On October 21, 2024, Legend Biotech Corporation (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “Meeting”). The voting results are attached hereto as Exhibit 99.1.

This report on Form 6-K, including Exhibit 99.1, shall be deemed to be incorporated by reference in the registration statements of the Company on Form F-3 (Nos. 333-257625, 333-272222 and 333-278050) and Form S-8 (No. 333-239478), to the extent not superseded by documents or reports subsequently filed.

EXHIBITS

Exhibit 99.1 — Voting Results of Annual General Meeting

SIGNATURES

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.

Exhibit 99.1

Voting Results of 2024 Annual General Meeting

At Legend Biotech Corporation’s (the “Company”) annual general meeting of shareholders held on October 21, 2024 (the “AGM”), the Company’s shareholders:

•

received the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023;

•

ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024;

•

re-elected each of Ms. Ye Wang, Dr. Darren Xiaohui Ji, Dr. Ying Huang and Mr. Tomas Heyman to serve as a Class I director for a three-year term;

•

approved the amendment and restatement of the Company’s 2020 Restricted Shares Plan to increase the aggregate number of ordinary shares reserved for issuance by 15,000,000 ordinary shares; and

•

authorized each of the directors and officers of the Company to take any and every action that might be necessary to effect the forgoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.

A total of approximately 351,102,656 ordinary shares, including those underlying ADSs, representing approximately 95.3% of the ordinary shares issued and outstanding as of September 17, 2024, the record date, were present in person or by proxy at the AGM. The results of the votes are as follows:


	For					Against					Abstain
Resolutions	Votes		%			Votes		%			Votes		%
Reception of Audited Financial Statements		351,026,682		95.238	%		35,060		0.010	%		40,914		0.011	%
Ratification of appointment of Ernst & Young LLP as Independent Auditor for Fiscal Year 2024		351,070,748		95.250	%		3,276		0.001	%		28,632		0.008	%
Election of Directors
Ye Wang (Class I)		254,083,338		68.936	%		96,987,136		26.314	%		32,182		0.009	%
Dr. Darren Xiahui Ji (Class I)		344,087,858		93.356	%		6,982,614		1.894	%		32,184		0.009	%
Dr. Ying Huang (Class I)		350,256,394		95.029	%		814,082		0.221	%		32,180		0.009	%
Tomas Heyman (Class I)		344,761,778		93.539	%		6,307,538		1.711	%		33,340		0.009	%
Amendment and Restatement of 2020 Restricted Shares Plan		347,474,014		94.275	%		3,601,752		0.977	%		26,890		0.007	%
Authorization of Directors and Officers		350,780,616		95.172	%		191,268		0.052	%		130,772		0.035	%