Amendment: SEC Form SCHEDULE 13D/A filed by CASI Pharmaceuticals Inc.
$CASI
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
CASI Pharmaceuticals, Inc. (Name of Issuer) |
Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
G1933S101 (CUSIP Number) |
Chi Sing Ho IDG Capital Management (HK) Company Ltd, 99 Queen's Road, Central Hong Kong, K3, 00000 852-3903 1333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China Growth Fund III L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The value in lines 7 and 9 represents 855,222 ordinary shares of the Issuer held by the Reporting Person.
The value in lines 8 and 10 represents 60,628 ordinary shares of the Issuer held by IDG-Accel China III Investors L.P. ("IDG-Accel Investors").
Percent of Class Represented by Amount in Row (11) is based on 20,548,273 ordinary shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China III Investors L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The value in lines 7 and 9 represents 60,628 ordinary shares of the Issuer held by the Reporting Person.
The value in lines 8 and 10 represents 855,222 ordinary shares of the Issuer held by IDG-Accel China Growth Fund III L.P. ("IDG-Accel Growth").
Percent of Class Represented by Amount in Row (11) is based on 20,548,273 ordinary shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China Growth Fund III Associates L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The value in lines 7 and 9 represents 855,222 ordinary shares of the Issuer held by IDG-Accel Growth. The Reporting Person is the sole general partner of IDG-Accel Growth. By virtue of this affiliation, the Reporting Person may be deemed to have sole voting and dispositive power with respect to all these securities.
The value in lines 8 and 10 represents 60,628 ordinary shares of the Issuer held by IDG-Accel Investors. The Reporting Person has the same general partner, IDG-Accel China Growth Fund GP III Associates Ltd. as IDG-Accel Investors. By virtue of this affiliation, the Reporting Person may be deemed to be under common control with IDG-Accel Investors and thus share voting and dispositive power with respect to these shares.
Percent of Class Represented by Amount in Row (11) is based on 20,548,273 ordinary shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China Growth Fund GP III Associates Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The value in lines 7 and 9 represents (i) 855,222 ordinary shares of the Issuer held by IDG-Accel Growth; and (ii) 60,628 ordinary shares of the Issuer held by IDG-Accel Investors. The Reporting Person is the ultimate general partner of both IDG-Accel Growth and IDG-Accel Investors. By virtue of this affiliation, the Reporting Person may be deemed to have voting and dispositive power with respect to all these shares.
Percent of Class Represented by Amount in Row (11) is based on 20,548,273 ordinary shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13D
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| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
Ho Chi Sing | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The value in lines 8 and 10 represents (i) 855,222 ordinary shares of the Issuer held by IDG-Accel Growth; and (ii) 60,628 ordinary shares of the Issuer held by IDG-Accel Investors. The Reporting Person and Quan Zhou are directors and shareholders of IDG-Accel China Growth Fund GP III Associates Ltd., the ultimate general partner of IDG-Accel Growth and IDG-Accel Investors, thus may be deemed to share voting and dispositive power with respect to all these shares.
Percent of Class Represented by Amount in Row (11) is based on 20,548,273 ordinary shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
Zhou Quan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
992,638.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The value in lines 7 and 9 represents 76,788 ordinary shares of the Issuer issuable upon exercise of certain options issued by the Issuer to Quan Zhou.
The value in lines 8 and 10 represents (i) 855,222 ordinary shares of the Issuer held by IDG-Accel Growth; and (ii) 60,628 ordinary shares of the Issuer held by IDG-Accel Investors. The Reporting Person and Chi Sing Ho are directors and shareholders of IDG-Accel China Growth Fund GP III Associates Ltd., the ultimate general partner of IDG-Accel Growth and IDG-Accel Investors, thus may be deemed to share voting and dispositive power with respect to all these shares.
Percent of Class Represented by Amount in Row (11) is based on 20,548,273 ordinary shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.0001 per share | |
| (b) | Name of Issuer:
CASI Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1701-1702, CHINA CENTRAL OFFICE TOWER 1, NO. 81 JIANGUO ROAD, CHAOYANG DISTRICT, BEIJING,
CHINA
, 100025. | |
Item 1 Comment:
This Amendment No. 7 amends the Statement on Schedule 13D dated January 30, 2012 as amended by Amendment No. 1 dated February 2, 2012, Amendment No. 2 dated June 11, 2012, Amendment No. 3 dated March 6, 2013, Amendment No. 4 dated March 20, 2018, Amendment No. 5 dated February 21, 2023 and Amendment No. 6 dated February 3, 2025 (as so amended, the "Original Schedule 13D") and is being filed to reflect changes in the percentage of Ordinary Shares beneficially owned by the Reporting Persons due to increase in the amount of total issued and outstanding Ordinary Shares of the Issuer over time. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D, unless defined herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person is set forth on the cover pages to this Statement on Schedule 13D and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on a total of 20,548,273 Ordinary Shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025. The Reporting Persons disclaim membership in any "group" with any person other than the Reporting Persons. The filing of this Statement on Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the Ordinary Shares covered in this Statement on Schedule 13D, and the Reporting Persons expressly disclaim such beneficial ownership. | |
| (b) | Item 5(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
For each Reporting Person, the number of the Ordinary Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on the cover pages to this Statement on Schedule 13D, and are incorporated herein by reference. | |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
None of the Reporting Persons has engaged in any transactions in the Issuer's securities during the past sixty days other than as disclosed herein. | |
| (e) | Item 5(e) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Issuer on September 30, 2025. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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