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 20, 2017
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))
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 1.01. Entry into a Material Definitive Agreement.
On December 20, 2017, CASI Pharmaceuticals, Inc. (the “Company”) entered into a Third Amendment to Secured Promissory Note (the “Third 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”) and December 13, 2016 (the “Second Amendment”), in connection with the exclusive license to the commercial oncology drug, MARQIBO® (vinCRIStine sulfate LIPOSOME injection) in greater China.
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. Pursuant to the Third Amendment, the Company and Talon agreed to change the maturity date of the Note to September 17, 2019. All other terms remain the same. A copy of the Third Amendment is filed as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
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. | ||
| /s/ Cynthia W. Hu | ||
| Cynthia W. Hu | ||
| Chief Operating Officer, General Counsel & Secretary | ||
Date: December 22, 2017
Exhibit 4.4
THIRD AMENDMENT TO
SECURED PROMISSORY NOTE
This Third Amendment to Secured Promissory Note (“ Amendment ”) is made and entered into as of December 20, 2017, 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 and December 13, 2016;
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 sixty (60) 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 Third 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 Third Amendment to Promissory Note