NovaBridge Biosciences

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Xu Cong Claire

(Last)

(First)

(Middle)

C/O NOVABRIDGE BIOSCIENCES,

2440 RESEARCH BOULEVARD, SUITE 400

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NovaBridge Biosciences [ NBP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
See remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	288,266⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2021 Employee Share Option (right to buy)	⁽⁴⁾	06/08/2031	Ordinary Shares⁽¹⁾	22,900⁽³⁾	60.7⁽³⁾	D
2022 Employee Share Option (right to buy)	⁽⁵⁾	03/04/2032	Ordinary Shares⁽¹⁾	43,690⁽³⁾	21.15⁽³⁾	D
2023 Employee Share Option (right to buy)	⁽⁶⁾	07/04/2032	Ordinary Shares⁽¹⁾	57,660⁽³⁾	5.55⁽³⁾	D
2024 Employee Share Option (right to buy)	⁽⁷⁾	05/30/2034	Ordinary Shares⁽¹⁾	146,865⁽³⁾⁽⁷⁾	1.74⁽³⁾	D
2024 Employee Share Option (right to buy)	⁽⁸⁾	09/03/2034	Ordinary Shares⁽¹⁾	52,165⁽³⁾	1.05⁽³⁾	D
Restricted Share Units	⁽⁹⁾	⁽⁹⁾	Ordinary Shares⁽¹⁾	36,716⁽³⁾	⁽⁹⁾	D
Restricted Share Units	⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares⁽¹⁾	5,405⁽³⁾	⁽¹⁰⁾	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares ("ADS"). Each 10 ADSs represent 23 Ordinary Shares of the Issuer.

2. Reported securities are represented by 123,594 ADSs.

3. Number of underlying securities and exercise price expressed in terms of ADSs.

4. The option was granted on July 21, 2021 and is fully vested and exercisable.

5. The option was granted on March 4, 2022 and is fully vested and exercisable.

6. The option was granted on January 4, 2023. The option vests and becomes exercisable in four equal annual installments beginning on the first anniversary of the grant date.

7. The option to purchase 195,820 ADSs was granted on May 30, 2024. The option vested or shall vest and become exercisable over four years, with one-fourth vesting on the first anniversary of the grant date and the balance vesting ratably over the subsequent 12 quarters on the 30th day of each third month. Amount of underlying securities excludes a portion of the option that has vested and been exercised.

8. The option was granted on September 3, 2024 and is fully vested and exercisable. Amount of underlying securities excludes a portion of the option that has vested and been exercised.

9. On May 30, 2024, the Reporting Person was granted 65,270 restricted share units ("RSUs"). Each RSU represents a contingent right to receive one ADS. The RSUs vested or shall vest over four years, with one-fourth vesting on the first anniversary of the grant date and the balance vesting ratably over the subsequent 12 quarters on the 30th day of each third month.

10. On January 4, 2023, the Reporting Person was granted 21,620 RSUs. The RSUs vested or shall vest in four equal annual installments beginning on the first anniversary of the grant date.

Remarks:

Senior Vice President, Clinical Development Exhibit List: Ex. 24.1 - Power of Attorney

	/s/ Xi-Yong (Sean) Fu as attorney-in-fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.1

POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Xi-Yong (Sean) Fu, Kyler Lei, Lorraine Lin, Joanna Wu and Shelby DeLucia associated with the Company (as defined below), and each of them, with full power to act without the other, signing singly, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)

execute for, and on behalf of, the undersigned, in the undersigned’s capacity as an officer and/or director of NovaBridge Biosciences, a Cayman Islands exempted company with limited liability (including any successor thereto, the “Company”), Forms 3, 4, and 5 relating to the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”);

(2)

seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to any attorney-in-fact and further approves and ratifies any such release of information;

(3)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, and any amendments thereto, or other required report and timely file such Forms or reports with the United States Securities and Exchange Commission (the “SEC”), the NASDAQ Stock Market and any stock exchange or similar authority as considered necessary or advisable under Section 16(a) of the Exchange Act, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5 electronically with the SEC; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact' s sole discretion.

The undersigned acknowledges that:

(1)

the foregoing attorneys-in-fact are serving in such capacity at the request of the undersigned;

(2)

this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in his or her discretion on information provided to such attorneys-in-fact without independent verification of such information;

(3)

any documents prepared, executed, acknowledged and/or delivered by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or her discretion, deems necessary or desirable;

(4)

neither the Company nor such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and

(5)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked as to any attorney-in-fact by the undersigned in a signed writing delivered to such attorney-in-fact.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of February 2026.

     /s/ Cong (Claire) Xu

    

     Cong (Claire) Xu

    