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): December 13, 2016

 

CASI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE   0-20713   58-1959440
(State or other jurisdiction
of incorporation or organization) 		  (Commission File Number)   (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))

 

 

 

 

Item 1.01.    Entry into a Material Definitive Agreement.

 

On December 13, 2016, CASI Pharmaceuticals, Inc. (the “Company”) entered into a Second Amendment to Secured Promissory Note (the “Second Amendment”) with Talon Therapeutics, Inc. (“Talon”), an affiliate of Spectrum Pharmaceuticals, Inc.

 

As previously reported, the Company delivered to Talon a $1.5 million Secured Promissory Note on September 17, 2014 (the “Note”), and amended on September 28, 2015 (the “First Amendment”), in connection with the exclusive license to the commercial oncology drug, MARQIBO® (vinCRIStine sulfate LIPOSOME injection) in greater China, including Taiwan, Hong Kong and Macau. The Note had a maturity date of March 17, 2016. Pursuant to the First Amendment, the Company and Talon agreed to change the maturity date of the Note to March 17, 2017. Pursuant to the Second Amendment, the Company and Talon agreed to change the maturity date of the Note to March 17, 2018. All other terms remain the same. A copy of the Second Amendment is filed as Exhibit 4.3 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit
Number 		  Description
  4.1   Secured Promissory Note, dated as of September 17, 2014, issued to Talon Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on September 19, 2014)
       
  4.2   First Amendment to Secured Promissory Note, dated as of September 28, 2015, by and between the Company and Talon Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on October 1, 2015)
       
  4.3   Second Amendment to Secured Promissory Note, dated as of December 13, 2016, by and between the Company and Talon Therapeutics, Inc. (filed herewith)

 

 

 

 

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.  
     
     
  By:  /s/ Cynthia W. Hu  
    Cynthia W. Hu
Chief Operating Officer, General Counsel & Secretary

 

Date: December 16, 2016

 

 

 

 

 

Exhibit 4.3

 

SECOND AMENDMENT TO
SECURED PROMISSORY NOTE

 

This Second Amendment to Secured Promissory Note (“ Amendment ”) is made and entered into as of December 13, 2016, by and between CASI Pharmaceuticals, Inc. (the “ Debtor ”), and Talon Therapeutics, Inc. (the “ Holder ”).

 

BACKGROUND

 

WHEREAS , the Debtor and the Holder are parties to that certain Secured Promissory note, dated as of September 17, 2014 (the “ Note ”), and amended on September 28, 2015;

 

WHEREAS , the Debtor and the Holder desire to further amend the Note as set forth below;

 

WHEREAS , pursuant to paragraph 11 of the Note, the Note may be amended by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought; and

 

WHEREAS , the Debtor and the Holder represent all parties to the Note and agree to amend the Note as set forth below.

 

AGREEMENT

 

NOW, THEREFORE , intending to be legally bound hereby, the parties hereto agree as follows:

 

1.            Existing Definitions . All capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Note.

 

2.            Amendment . Paragraph 2 of the Note is hereby amended and restated in full as follows:

 

“  Interest Rate; Maturity Date . Interest shall accrue on the outstanding balance of the principal sum evidenced hereby at the rate of 0.50% per annum from the date hereof. Interest shall be payable in arrears to the Holder on the date that is twelve (12) months after the date of this Note. The entire unpaid principal balance of this Secured Promissory Note (the “Note”), together with all accrued but unpaid interest, shall be and become due and payable in full on the date that is forty-two (42) months after the date of this Note (the “Maturity Date”). Any amount of principal and/or interest hereon which is not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest from the date when due until said principal and/or interest amount is paid in full, at the  lesser  of (a) an interest rate equal to two percent (2%) per annum in excess of the interest rate set forth above, and (b) the highest rate of interest allowable under applicable law.”

 

3.            No Other Amendments . Except for the amendment specified in Section 2 of this Amendment, this Amendment shall not be deemed to effect any amendment, modification or waiver of any provision of the Note.

 

4.            Governing Law . This Amendment is to be construed and governed by the Laws of the State of Delaware (without giving effect to principles of conflicts of laws).

 

 

 

 

5.            Counterparts . This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, including delivery by facsimile or other electronic means, it being understood that all parties need not sign the same counterpart.

 

 

[signature pages follow]

 

 

IN WITNESS WHEREOF , each of the parties hereto has executed this Amendment as of the date first set forth above.

 

  DEBTOR:  
     
  CASI PHARMACEUTICALS, INC.
     
     
  By:  /s/ Ken K. Ren  
  Name:
Title: 		Ken K. Ren
Chief Executive Officer

 

 

Signature page to Second Amendment to Promissory Note

 

 

IN WITNESS WHEREOF , each of the parties hereto has executed this Amendment as of the date first set forth above.

 

  HOLDER:  
     
  TALON THERAPEUTICS, INC.
     
     
  By:  /s/ Kurt A. Gustafson  
  Name:
Title: 		Kurt A. Gustafson
Chief Financial Officer

 

 

Signature page to Second Amendment to Promissory Note