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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 26, 2022

 

CASI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

  

Delaware

(State or other jurisdiction  of

incorporation or organization)

0-20713

(Commission File Number)

 

58-1959440

(IRS Employer Identification

No.)

 

9620 Medical Center Drive, Suite 300

Rockville, Maryland

(Address of principal executive offices)

 

20850

(Zip Code)

 

(240) 864-2600

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock   CASI   Nasdaq Capital Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 3.03Material Modification to Rights of Security Holders

 

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 26, 2022, CASI Pharmaceuticals, Inc. (the “Company”) filed an amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of the Company’s common stock, par value $.01 per share (the “Common Stock”). Pursuant to the Amendment, at the effective time of 5:00 p.m., Eastern Time, on June 1, 2022, each ten (10) shares of Common Stock issued and outstanding will be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the “Reverse Stock Split”). The par value per share of the Common Stock remains the same. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment. The Reverse Stock Split will not reduce the total number of shares of Common Stock that the Company is authorized to issue, which will remain 250,000,000 shares. Trading of the Common Stock on a Reverse Stock Split-adjusted basis will begin at the opening of trading on the Nasdaq Capital Market on June 2, 2022. The new CUSIP number for the Common Stock following the Reverse Stock Split is 14757U 208.

 

In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Common Stock and the number of shares of Common Stock reserved for issuance pursuant to the Company’s equity incentive plans.

 

The Reverse Stock Split ratio was selected pursuant to the authority granted to the board of directors of the Company by stockholders at the Annual Meeting of Stockholders held on May 25, 2022. A copy of the Amendment filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01.Other Events

 

On May 26, 2022, the Company issued a press release announcing the filing of the Amendment and effective date of the Reverse Stock Split. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01.     Financial Statements and Exhibits

 

(d) Exhibits

 

  Exhibit    
  Number   Description
       
  3.1   Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation
       
  99.1   Press Release dated May 26, 2022
       
  104   Inline XBRL for the cover page of this Current Report on Form 8-K

 

 

 

 

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 hereunto duly authorized.

 

  CASI PHARMACEUTICALS, INC.
       (Registrant)  
     
  /s/ Larry Zhang  
  President and Principal Financial Officer  

 

Date: May 26, 2022

 

 

 

Exhibit 3.1 

 

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CASI PHARMACEUTICALS, INC.

 

        CASI Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

 

        FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment of Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”) to combine each ten (10) outstanding shares of the Corporation’s Common Stock, par value $0.01 per share, into one (1) share of Common Stock, par value $0.01 per share; and (ii) declaring this Certificate of Amendment to be advisable and recommended for approval by the stockholders of the Corporation.

 

        SECOND: That this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.

 

        THIRD: That the capital of the Corporation shall not be reduced under or by reason of this Certificate of Amendment.

 

        FOURTH: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety such that, as amended, said paragraph shall read in its entirety as follows:

 

“The total number of shares of capital stock which the Corporation is authorized to issue is 255,000,000 shares divided into two classes as follows:

 

(A) Common Stock. 250,000,000 shares of common stock, $.01 par value per share (“Common Stock”), the holder of which shall be entitled to one vote for each share on all matters required or permitted to be voted on by stockholders of the Corporation, and

 

(B)  Preferred Stock. 5,000,000 shares of preferred stock, $1.00 par value per share (“Preferred Stock”).

 

 

 

 

Effective at 5:00 p.m., Eastern Time, on June 1, 2022, each ten (10) shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any such fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fraction multiplied by the fair market value per share of the Common Stock as determined in a reasonable manner by the Board of Directors. Upon surrender by a holder of a certificate or certificates for Common Stock (including, for this purpose, a holder of shares of Common Stock issuable upon conversion of Preferred Stock), duly endorsed, at the office of the Corporation (or, if lost, an acceptable affidavit of loss is delivered to the Corporation), the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominee or assignee of such holder, a new certificate or certificates for the number of shares of Common Stock that such holder shall be entitled to following the Reverse Stock Split.”

 

 2 

 

 

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed by Wei-Wu He, its Chief Executive Officer, this 26th day of May, 2022.

 

 

  CASI PHARMACEUTICALS, INC.
 
By:

 

/s/ Wei-Wu He

  Name: Wei-Wu He
  Title: Chief Executive Officer

 

  

 

 

Exhibit 99.1 

 

  www.casipharmaceuticals.com  

 

CASI PHARMACEUTICALS ANNOUNCES REVERSE STOCK SPLIT

 

ROCKVILLE, MD. and BEIJING, China (May 26, 2022) CASI Pharmaceuticals, Inc. (NASDAQ: CASI), a U.S. biopharmaceutical company focused on developing and commercializing innovative therapeutics and pharmaceutical products, today announced it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to implement a 1-for-10 reverse stock split that will become effective at 5:00 p.m., Eastern Time, on June 1, 2022. The primary objective of implementing a reverse split is to satisfy the minimum bid price requirement for continued listing on The NASDAQ Capital Market (Rule 5550(a)(1)).

 

At CASI’s Annual Meeting of Stockholders held on May 25, 2022, stockholders voted to approve a proposal authorizing the Board of Directors, at its discretion, to implement a reverse split at a ratio between 1-for-2 and 1-for-20 of the Company’s common stock without further action from stockholders, and, as authorized, the Board of Directors has elected to implement a reverse split at the ratio of 1-for-10.

 

Wei-Wu He, Ph.D., CASI’s Chairman and Chief Executive Officer, commented, “We appreciate the continued support of our stockholders in granting our Board of Directors the authority to implement a reverse split. After in-depth consideration of our options, the Board determined that a reverse split of the Company’s stock is in the best interest of stockholders.”

 

Dr. He continued, “By implementing a reverse stock split, the Company is better positioned to regain compliance with the NASDAQ listing rules. Maintaining our listing on NASDAQ will provide the Company with greater flexibility with respect to access to the capital markets. In 2022 CASI will continue to advance the development and commercialization of our portfolio with a focus on creating shareholders’ value.”

 

Details of the Reverse Split

 

At the effective time of the reverse stock split at 5:00 p.m., Eastern Time, on June 1, 2022, every 10 shares of CASI’s pre-split common stock, par value, $0.01 per share, will automatically be reclassified as and converted into 1 shares of post-split common stock, par value, $0.01 per share. As a result of the reverse split, the number of shares of outstanding common stock will be approximately 13,606,249 million, excluding stock options and unexercised warrants and subject to adjustment for fractional shares. The reverse stock split will not affect any stockholder’s ownership percentage of CASI’s shares, except to the limited extent that the reverse stock split would result in any stockholder owning a fractional share. In addition, CASI’s common stock will continue to trade on the NASDAQ Capital Market under the symbol “CASI” and under a new CUSIP number, 14757U 208. The Company’s common stock will continue trading on the NASDAQ Capital Market and will begin trading on a post-split basis at the opening of trading on June 2, 2022.

 

Additional information, can be accessed directly at www.casipharmaceuticals.com and in the Company’s definitive proxy statement filed with the SEC on April 15, 2022.

 

About CASI Pharmaceuticals

 

CASI Pharmaceuticals, Inc. is a U.S. biopharmaceutical company focused on developing and commercializing innovative therapeutics and pharmaceutical products in China, the United States, and throughout the world. The Company is focused on acquiring, developing, and commercializing products that augment its hematology oncology therapeutic focus as well as other areas of unmet medical need. The Company intends to execute its plan to become a leader by launching medicines in the Greater China market, leveraging the Company’s China-based regulatory and commercial competencies and its global drug development expertise. The Company’s operations in China are conducted through its wholly-owned subsidiary, CASI Pharmaceuticals (China) Co., Ltd., located in Beijing, China. The Company has built a commercial team of more than 100 hematology and oncology sales and marketing specialists based in China. More information on CASI is available at www.casipharmaceuticals.com.

 

 

 

 

Forward-Looking Statements

 

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook for expectations for future financial or business performance, revenue growth, strategies, expectations and goals. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of factors.

 

COMPANY CONTACT:

Rui Zhang

CASI Pharmaceuticals, Inc.

240.864.2643

ir@casipharmaceuticals.com

INVESTOR CONTACT:

Xuan Yang

Solebury Trout

646.378.2975

xyang@soleburytrout.com

 

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