Amendment: SEC Form SC 13D/A filed by CASI Pharmaceuticals Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Information to be included in statements filed pursuant to § 240.13d-1(a) and amendments thereto filed pursuant to § 240.13d-2(a)

(Amendment No. 8)

CASI Pharmaceuticals, Inc.

(Name of Issuer)

Ordinary Share, $0.0001 par value

(Title of Class of Securities)

G1933S101

(CUSIP Number)

Wei-Wu He Ph.D.

Emerging Technology Partners LLC

ETP Global Fund L.P.

ETP BioHealth III Fund, L.P.

Huiying Memorial Foundation

HE Family GRAT

4919 Rebel Ridge Dr.

Sugar Land, TX 77478

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 15, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.  G1933S101

CUSIP NO.  G1933S101

CUSIP NO.  G1933S101

CUSIP NO.  G1933S101

CUSIP NO.  G1933S101

CUSIP NO.  G1933S101

(1) Includes 100,000 shares issuable upon the exercise of options.

(2) Includes the 50,000 shares reported by Huiying Memorial Foundation, a 501(c)(3) private family foundation. Although the Board of Trustees of Huiying Memorial Foundation consists of the three members, including the Reporting Person and a family member of the Reporting Person, and the Reporting Person is an officer of the Huiying Memorial Foundation, the Reporting Person does not participate in the investment decisions of the Foundation with respect to the Issuer’s shares. Reporting Person disclaims beneficial ownership of Huiying Memorial Foundation’s shares of Issuer. The inclusion of the 50,000 shares is not an admission that the Reporting Person is the beneficial owner of such shares for any purpose.

This Amendment No. 8 (the “Amendment No. 8”) amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission on January 12, 2018 (the “Schedule 13D”) as amended by Amendment No. 1 to the Schedule 13D filed on April 4, 2018 (the “Amendment No. 1”), Amendment No. 2 filed with the SEC on March 24, 2020 (the “Amendment No. 2”), Amendment No. 3 filed with the SEC on July 29, 2020 (the “Amendment No. 3”), Amendment No. 4 filed with the SEC on February 3, 2021 (the “Amendment No. 4”), Amendment No 5 filed with the SEC on November 23, 2021 (the “Amendment No. 5”), Amendment No. 6 filed with the SEC on June 21, 2022 (the “Amendment No. 6”), and Amendment No. 7 filed with the SEC on April 18, 2023 (the “Amendment No. 7” and together with Amendments No. 1, 2, 3, 4, 5, 6 and 7, collectively, the “Amendments”). The Schedule 13D and the Amendments were filed by ETP Global Fund L.P., a Delaware limited partnership (“ETP Global”), ETP BioHealth III Fund, L.P., a Delaware limited partnership (“ETP BioHealth”), Emerging Technology Partners, LLC, a Delaware limited liability company (“ETP”), as the general partner of ETP Global and ETP BioHealth, HE Family GRAT, a grantor retained annuity trust organized under the law of Nevada and Wei-Wu He, Ph.D., as founder and managing partner of each of ETP, ETP Global and ETP BioHealth, and trustee of HE Family GRAT. Each of the foregoing, as well as Huiying Memorial Foundation, a 501(c)(3) private family foundation (the “Foundation”), is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The Schedule 13D and the Amendments were filed with respect to the shares of common stock, $.01 par value per share of CASI Pharmaceuticals, Inc., a Delaware corporation (“CASI DE”). CASI Pharmaceuticals, Inc. (formerly known as CASI Pharmaceuticals Holdings, Inc., the “Issuer”), an exempted company incorporated under the laws of Cayman Islands, is the successor issuer pursuant to Rule 12g-3 under the Exchange Act to CASI DE after certain redomicile merger (the “Redomicile Merger”), and the Schedule 13D now relates to the Issuer’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). Except as amended hereby and by the Amendments, the disclosure in the Schedule 13D remains in effect.

Items 2, 3, 4, 5 and 6 of the Schedule 13D are hereby amended and supplemented as follows:

Item 2.    Identity and Background.

Item 2(a)–(f) of the Schedule 13D is hereby amended and supplemented by the following:

(a)–(b), (f) HE Family GRAT is a grantor retained annuity trust organized under the law of Nevada for the benefit of Dr. Wei-Wu He’s family members, and Dr. Wei-Wu He is the trustee of HE Family GRAT. The business address is 100 W. Liberty St. STE. 100, Reno, NV, 89501-1927.

(d) – (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds.

On June 26, 2024, HE Family GRAT and Dr. Wei-Wu He entered into a subscription agreement with the Company (the “Subscription Agreement”), pursuant to which HE Family GRAT agreed to purchase, and the Company agreed to issue and sell, 100,000 Ordinary Shares, and Dr. Wei-Wu He agreed to purchase, and the Company agreed to issue and sell, 200,000 Ordinary Shares, in each case at US$5.00 per share, on such terms and subject to such conditions set forth in the Subscription Agreement. Each of HE Family GRAT and Dr. Wei-Wu He used personal funds to complete the purchase.

On July 15, 2024, the transactions contemplated under the Subscription Agreement was consummated and the Company issued 100,000 Ordinary Shares and 200,000 Ordinary Shares to HE Family GRAT and Dr. Wei-Wu He, respectively.

Item 4.    Purpose of Transaction.

The Reporting Persons are filing this Amendment No. 8 to Schedule 13D to report the purchase of 100,000 Ordinary Shares and 200,000 Ordinary Shares from the Company by HE Family GRAT and Dr. Wei-Wu He, respectively.

The information set forth in Item 3 above and Items 5 and 6 below is incorporated by reference herein.

Item 5.    Interest in Securities of the Issuer.  

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 15,460,457 Ordinary Shares outstanding as of July 31, 2024, and in the denominator of the computation the number of Ordinary Shares issuable upon the exercise of options held by each beneficial owner.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Act, the beneficial owners of any of the shares reported herein. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the following:

On June 26, 2024, HE Family GRAT and Dr. Wei-Wu He entered into the Subscription Agreement, pursuant to which HE Family GRAT agreed to purchase, and the Company agreed to issue and sell, 100,000 Ordinary Shares, and Dr. Wei-Wu He agreed to purchase, and the Company agreed to issue and sell, 200,000 Ordinary Shares, in each case at US$5.00 per share, on such terms and subject to such conditions set forth in the Subscription Agreement. On July 15, 2024, the transactions contemplated under the Subscription Agreement was consummated and the Company issued 100,000 Ordinary Shares and 200,000 Ordinary Shares to HE Family GRAT and Dr. Wei-Wu He, respectively.

The description of the above Subscription Agreement is qualified in its entirety by reference to the full text of each of such agreements, a copy of which is filed by the Reporting Person as exhibit to this Schedule 13D.

To the best knowledge of the Reporting Persons, except as provided herein and disclosed before, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7.    Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 12, 2024