6-K
CASI Pharmaceuticals, Inc. (CASIF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of March 2023
Commission File Number ________
CASI PHARMACEUTICALS, INC.
(Translation of registrant’s name into English)
1701-1702, China Central Office Tower 1
No. 81 Jianguo Road, Chaoyang District
Beijing, 100025
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On March 21, 2023, CASI Pharmaceuticals, Inc., a Delaware corporation (“CASI”), completed a redomicile merger (the “Redomicile Merger”), resulting in CASI merging with and into CASI Pharmaceuticals Holdings, Inc., a company incorporated under the laws of the Cayman Islands (“CASI Cayman”), with CASI Cayman as the surviving company and changing its name to CASI Pharmaceuticals, Inc., pursuant to the Agreement and Plan of Merger, dated as of January 31, 2023, by and between CASI and CASI Cayman (the “Merger Agreement”). The Merger Agreement and the Redomicile Merger were approved by the stockholders of CASI at a special meeting of stockholders held on March 20, 2023. The Merger Agreement was filed with CASI Cayman’s Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2023 (the “Registration Statement”) and CASI Cayman’s prospectus filed with the SEC on February 14, 2023 (the “Prospectus”). On March 21 2023, CASI filed a current report on Form 8-K with the SEC, disclosing the completion of the Redomicile Merger, which report is incorporated herein by reference.
Prior to the Redomicile Merger, shares of CASI’s common stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NASDAQ Capital Market under the symbol “CASI.” As a result of the Redomicile Merger, each issued and outstanding share of CASI’s common stock was converted into the right to receive one CASI Cayman ordinary share, which shares were issued by CASI Cayman as part of the Redomicile Merger. CASI expects to file a Form 15 with the SEC to terminate the registration of the shares of CASI’s common stock and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
This report is being filed for the purpose of establishing CASI Cayman as the successor issuer pursuant to Rule 12g-3 under the Exchange Act. Pursuant to Rule 12g-3(a) under the Exchange Act, the ordinary shares of CASI Cayman, as successor issuer, are deemed registered under Section 12(b) of the Exchange Act. The CASI Cayman ordinary shares were approved for listing on the NASDAQ Capital Market and will begin trading under the symbol “CASI,” the same symbol under which the shares of CASI’s common stock previously traded, on March 22, 2023.
As of March 21, 2023, each of the directors and officers nominees set forth in a plan of merger executed by CASI and CASI Cayman in connection with the Redomicile Merger had been appointed to the corresponding position(s) with CASI Cayman.
As of March 21, 2023, in connection with and effective upon completion of the Redomicile Merger, the rights of shareholders of CASI Cayman are governed by its amended and restated memorandum and articles of association.
Description of Share Capital of CASI Cayman
The following description of the material terms of CASI Cayman’s shares includes a summary of specified provisions of the amended and restated memorandum and articles of association of CASI Cayman. This description is qualified by reference to the amended and restated memorandum and articles of association of CASI Cayman (the “Amended CASI Cayman Articles”), which were filed with the Registration Statement and Prospectus and are incorporated by reference into this report. You are encouraged to read the relevant provisions of Cayman Islands law as they relate to the following summary.
Ordinary Shares
General
All of CASI Cayman’s issued and outstanding ordinary shares will be issued credited as fully paid and non-assessable. CASI Cayman’s ordinary shares are issued in registered form, and are issued when registered in CASI Cayman’s register of members. CASI Cayman’s shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.
Dividends
The holders of CASI Cayman’s ordinary shares are entitled to such dividends as may be declared by CASI Cayman’s board of directors, subject to the Companies Act of the Cayman Islands (As Revised) (the “Companies Act”) and Amended CASI Cayman Articles, as amended and restated from time to time. In addition, CASI Cayman’s shareholders may declare dividends by ordinary resolution, but no dividend shall exceed the amount recommended by CASI Cayman’s board of directors. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or share premium account, provided that in no circumstances may CASI Cayman pay a dividend if this would result in CASI Cayman being unable to pay its debts as they fall due in the ordinary course of business.
Register of Members
Under Cayman Islands law, CASI Cayman must keep a register of members and there shall be entered therein:
| · | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered<br>as paid, on the shares of each member; |
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| · | the date on which the name of any person was entered on the register as a member; and |
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| · | the date on which any person ceased to be a member. |
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Under Cayman Islands law, the register of members of CASI Cayman is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Once CASI Cayman’s register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the ordinary shares set against their name in the register of members.
Voting Rights
Each holder of ordinary shares is entitled to one vote for each share registered in his name on the register of members on all matters upon which the ordinary shares are entitled to vote on a poll. Voting at any meeting of shareholders is by way of a poll and not on a show of hands. A poll shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting.
A quorum required for a general meeting of shareholders consists of one or more shareholders who hold in aggregate not less than one-third of the paid up voting share capital of CASI Cayman entitled to vote at general meetings, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Although not required by the Companies Act or the Amended CASI Cayman Articles, CASI Cayman expects to hold shareholders’ meetings from time to time and such meetings may be convened by CASI Cayman’s board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate not less than one-third of all votes attaching to CASI Cayman’s issued shares that carry the right to vote at general meetings. An extraordinary general meeting may also be called by the chairperson of the board of directors of CASI Cayman. Advance notice of at least seven days is required for the convening of CASI Cayman’s annual general meeting and other shareholders meetings.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy in a general meeting, while a special resolution requires the affirmative vote of not less than two-thirds of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy in a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of CASI Cayman, as permitted by the Companies Act and the Amended CASI Cayman Articles. A special resolution will be required for important matters such as change of name or making changes to the memorandum and articles of association of CASI Cayman.
Transfer of Ordinary Shares
Subject to the restrictions of CASI Cayman’s articles of association, as applicable, any of CASI Cayman’s shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by CASI Cayman’s board of directors.
CASI Cayman’s board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which CASI Cayman have a lien. CASI Cayman’s directors may also decline to register any transfer of any ordinary share unless:
| · | the instrument of transfer is lodged with CASI Cayman, accompanied by the certificate for the ordinary shares to which it relates<br>and such other evidence as CASI Cayman’s board of directors may reasonably require to show the right of the transferor to make the<br>transfer; |
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| · | the instrument of transfer is in respect of only one class of ordinary shares; |
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| · | the instrument of transfer is properly stamped, if required; |
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| · | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed<br>four; or |
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| · | a fee of such maximum sum as Nasdaq may determine to be payable, or such lesser sum as the CASI Cayman’s board of directors<br>may from time to time require, is paid to CASI Cayman in respect thereof. |
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If CASI Cayman’s directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal, including the relevant reason for such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as CASI Cayman’s board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended and the register shall not be closed for more than 30 days in any year.
Liquidation
On a winding up of CASI Cayman, if the assets available for distribution among its shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among its shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to CASI Cayman for unpaid calls or otherwise. If CASI Cayman’s assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by its shareholders in proportion to the par value of the shares held by them.
Calls on Ordinary Shares and Forfeitureof Ordinary Shares
CASI Cayman’s board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender ofOrdinary Shares
CASI Cayman may issue shares on terms that are subject to redemption, at CASI Cayman’s option or at the option of the holders, on such terms and in such manner as may be determined before the issue of such shares, by CASI Cayman’s board of directors or by an ordinary resolution of CASI Cayman’s shareholders. CASI Cayman may also repurchase any of its shares provided that the manner and terms of such purchase have been approved by its board of directors or by CASI Cayman’s shareholders by ordinary resolution or are otherwise authorized by the Amended CASI Cayman Articles. Under the Companies Act, the redemption or repurchase of any share may be paid out of CASI Cayman’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if CASI Cayman can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, CASI Cayman may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares
All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied either with the written consent of the holders of at least two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
Inspection of Books and Records
Holders of CASI Cayman’s ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of CASI Cayman’s list of shareholders or its corporate records (save for the Amended CASI Cayman Articles, special resolutions and the register of mortgages and charges). However, CASI Cayman will provide its shareholders with annual audited financial statements.
Changes in Capital
CASI Cayman may from time to time by ordinary resolution:
| · | increase its share capital by new shares of such amount as it thinks expedient; |
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| · | consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; |
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| · | sub-divide its existing shares, or any of them into shares of a smaller amount that is fixed by the amended and restated memorandum<br>and articles of association; and |
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| · | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and<br>diminish the amount of its share capital by the amount of the shares so cancelled. |
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Subject to the Companies Act and confirmation by the Grand Court of the Cayman Islands on an application by CASI Cayman for an order confirming such reduction, CASI Cayman may by special resolution reduce its share capital and any capital redemption reserve in any manner authorized by the Companies Act.
Issuance of Additional Shares
Amended CASI Cayman Articles authorizes CASI Cayman’s board of directors to issue additional ordinary shares from time to time as its board of directors shall determine, to the extent of available authorized but unissued shares.
Amended CASI Cayman Articles authorizes CASI Cayman’s board of directors to establish from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:
| · | the designation of the series; |
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| · | the number of shares of the series; |
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| · | the dividend rights, dividend rates, conversion rights, voting rights; and |
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| · | the rights and terms of redemption and liquidation preferences. |
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CASI Cayman’s board of directors may issue preferred shares without action by its shareholders to the extent authorized but unissued. In addition, the issuance of preferred shares may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Exempted Company
CASI Cayman is an exempted company duly incorporated with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company, the objects of which are to conduct business mainly outside of the Cayman Islands, may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for certain exemptions and privileges, including (a) an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies, (b) an exempted company is not required to open its register of members for inspection, (c) an exempted company does not have to hold an annual general meeting, (d) an exempted company may issue no par value, negotiable or bearer shares, (e) an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands, (f) an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance), (g) an exempted company may register as a limited duration company and (h) an exempted company may register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Differences in Corporate Law
The rights of CASI’s stockholders were governed by the Delaware General Corporation Law and CASI’s certificate of incorporation and bylaws, in each case as amended. After the Redomicile Merger, the rights of shareholders of CASI Cayman are governed by the Companies Act and Amended CASI Cayman Articles. Please see the section entitled “Comparison of Rights Under Delaware and Cayman Islands Laws” in the Prospectus for a discussion of the material differences in shareholder rights resulting from the Redomicile Merger.
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, thereunto duly authorized.
| CASI Pharmaceuticals, Inc. | ||
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| By: | /s/ Wei (Larry) Zhang | |
| Name: | Wei (Larry) Zhang | |
| Title: | President | |
| Date: March 21, 2023 |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release |
Exhibit 99.1
| www.casipharmaceuticals.com |
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CASI PHARMACEUTICALS COMPLETES REDOMICILIATIONMERGER
BEIJING, China (March 21, 2023) CASI Pharmaceuticals, Inc. (NASDAQ: CASI) (“CASI” or the “Company”), a biopharmaceutical company focused on developing and commercializing innovative therapeutics and pharmaceutical products, today announced that the redomiciliation merger to redomicile the Company as a Cayman Islands company (the “Redomiciliation Merger”) has been completed.
Pursuant to the Redomiciliation Merger, each outstanding share of the common stock of the Company was converted into the right to receive one ordinary share of CASI Pharmaceuticals, Inc., a company incorporated under the laws of the Cayman Islands (“CASI Cayman”). The ordinary shares of CASI Cayman will be listed on the NASDAQ Capital Market under the trading symbol “CASI,” the same symbol under which the common stock of the Company was listed.
About CASI Pharmaceuticals, Inc.
CASI Pharmaceuticals, Inc. is a 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. More information on CASI is available at www.casipharmaceuticals.com.
Forward-Looking Statements
This news release contains forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook for expectations for futurefinancial or business performance, revenue growth, strategies, expectations, or goals. Forward-looking statements are subject to numerousassumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, andwe assume no duty to update forward-looking statements. New factors emerge from time to time, and it is not possible for us to predictwhich factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, orcombination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Actual resultscould differ materially from those currently anticipated due to a number of factors.
For more information, please contact:
Company Contact:
CASI Pharmaceuticals, Inc.
Rui Zhang
240-864-2643
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