Recent Works
BKL Advises US Company Ingenia Therapeutics on its Korean IPO
Matter Overview
Bae, Kim & Lee LLC (“BKL”) acted as sole Korean counsel to Ingenia Therapeutics, a US biotech company located in Boston, in its Korean IPO and successful listing on the Korea Exchange (“KRX”) on August 18, 2026. The IPO raised approximately KRW 60 billion, with an expected corporate valuation after listing of approximately KRW 593.3 billion.
The transaction marks the first KRX listing by a US company in almost five and a half years, following the March 2021 listing of NeoImmune Tech, another US company for which BKL also acted as sole Korean counsel. In that regard, this transaction re-establishes the presence of US issuers on the KRX and serves as a significant precedent for future Korean IPOs by US companies.
A Significant Precedent for US Companies Seeking to List on the KRX
Ingenia Therapeutics is particularly noteworthy as a company founded and developed purely in the US without any corporate ties or affiliation to a Korean parent or affiliate company, unlike many recent foreign company KRX listing precedents involving foreign subsidiaries of Korean companies. Its selection of Korea as its listing venue demonstrates the potential of the Korean capital markets as a strategic option for overseas growth companies, including US companies founded by Koreans, seeking listing and capital-raising opportunities.
The transaction also enhances legal and practical predictability for future foreign companies seeking to list in Korea. As precedents continue to develop around key issues such as the alignment between the KRX’s listing review standards and the home country’s corporate law, equity compensation, corporate disclosure, internal controls, and deposit and settlement mechanisms, future foreign KRX listing applicants will have a clearer pathway for navigating the Korean IPO process.
From a broader market perspective, Korean IPOs by foreign companies can expand the range of investment opportunities available to Korean investors, broaden the pool of potential issuers for underwriters, and enhance the diversity in nationality and industry of companies listed on the KRX.
Navigating through Complex Korean and US Legal and Regulatory Requirements
BKL was engaged from the very early stages of the IPO preparation and played a central role in structuring the transaction from a legal perspective. BKL advised and guided Ingenia Therapeutics, a US Delaware corporation, through the complex Korean legal and regulatory requirements and procedures applicable to a foreign issuer for a KRX listing, while simultaneously ensuring compliance and reconciliation with US federal securities law and state corporate law requirements.
During the preparatory stages, BKL assisted Ingenia Therapeutics in meeting the KRX’s listing eligibility review standards for foreign companies in areas including corporate governance, capital structure, internal controls and equity compensation plans, which had historically operated in accordance with the relevant US federal and state laws applicable to non-public US companies.
BKL also assisted Ingenia Therapeutics in reorganizing and amending or preparing its charters, bylaws, internal policies and regulations by analyzing relevant Korean legislative and regulatory practice while reviewing compatibility with applicable US federal and state laws within the scope permitted thereunder.
In particular, restructuring Ingenia Therapeutics’ equity compensation structure required careful reconciliation of the significant differences between equity compensation practices commonly accepted and used in the US and those permissible under Korean law. BKL provided practical and tailored solutions for Ingenia Therapeutics to re-structure its equity compensation system to meet the relevant requirements applicable to KRX-listed companies while, to the fullest extent possible, respecting Ingenia Therapeutics’ philosophy and the rights under the then-existing stock options already granted to its officers and employees.
BKL also conducted and participated in the legal due diligence of Ingenia Therapeutics, including the on-site due diligence led by the KRX, covering its constitutional documents, operations and management, and corporate structure. BKL played a central role in communicating required issues with the KRX in a form and manner that would be most convincing to and understandable for the KRX.
Reconciling Korean and US Securities Law Issues
The IPO involved numerous securities law issues requiring the reconciliation and consideration of the securities laws of both Korea and the US. Drawing on its extensive experience in this niche area, BKL provided practical solutions and led the coordination with US counsels in structuring the issuance, deposit and settling of Korean depositary receipts (“KDRs”) representing US stocks.
BKL also advised on incorporating the offering and transfer restrictions required under US federal securities laws, in particular Regulation S, and negotiated US legal opinions relating to, among others, the legality and validity of Ingenia Therapeutics, its shares and the KDRs. BKL further reviewed and resolved other legal and regulatory issues arising at the intersection of Korean laws and US federal and state laws.
For this purpose, BKL coordinated closely with the US counsels, the KRX, the Korea Securities Depository, and the US transfer agent.
BKL’s Role
BKL has advised on a preponderance of the successful KRX listings by US companies and has accumulated extensive expertise and know-how in addressing recurring legal and regulatory issues arising in the KRX listing process for US issuers.
Building on that experience, BKL provided comprehensive Korean legal advice throughout Ingenia Therapeutics’ IPO, from early-stage transaction structuring and preparation for the KRX listing eligibility review to corporate governance and equity compensation restructuring, legal due diligence, KDR structuring, securities law analysis, and coordination among Korean and US regulatory and transaction stakeholders.
The Ingenia Therapeutics IPO further developed regulatory precedents and practice for US companies seeking to access the Korean capital markets. BKL’s involvement in the transaction reinforces its ability to minimize the trial and error that may arise from differences in legal systems and market practice and to provide efficient and practical solutions for complex cross-border Korean IPOs and KRX listings by foreign companies.
The BKL team was led by partners Hee-Gang Shin and Yelim Hyon, and New York-qualified senior foreign attorney Heesug Chung, and was supported by associates Youna Kim, Jaehyun Kim and Yerim Oh.
Related Professionals: Hee-Gang Shin Partner, Yelim Hyon Partner, Heesug Chung Senior Foreign Attorney (New York), Youna Kim Associate, Jaehyun Kim Associate, Yerim Oh Associate
