SEC Form SC 13D/A filed by CASI Pharmaceuticals, Inc. (Amendment)

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. 5)

CASI Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

14757U 109

(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

4919 Rebel Ridge Dr.

Sugar Land, TX 77478

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 18, 2021

(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. 14757U 109

(1) Includes 1,234,567 shares issuable upon the exercise of warrants.

(2) Includes 1,234,567 shares issuable upon the exercise of warrants.

CUSIP NO. 14757U 109 

(3) Includes 7,710,014 shares issuable upon the exercise of options.

(4) Includes 1,234,567 shares issuable upon the exercise of warrants.

(5) Includes the 500,000 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 500,000 shares is not an admission that the Reporting Person is the beneficial owner of such shares for any purpose.

This Amendment No. 5 (the “Amendment No. 5”) 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”) and Amendment No. 4 filed with the SEC on February 3, 2021 (the “Amendment No. 4”). Amendments No. 1, 2, 3 and 4 were filed by ETP Global Fund L.P., a Delaware limited partnership (“ETP Global”), Emerging Technology Partners, LLC, a Delaware limited liability company (“ETP”), as the general partner of ETP Global, and Wei-Wu He, Ph.D., as founder and managing member of each of ETP and ETP Global. Each of the foregoing, as well as ETP BioHealth III Fund, L.P., a Delaware limited partnership (“ETP BioHealth”) and 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 relates to the shares of common stock, $.01 par value per share (the “Common Stock”) of CASI Pharmaceuticals, Inc. (the “Issuer”). Except as amended hereby, the disclosure in the Schedule 13D remains in effect.

Items 1, 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:

The Foundation is a non-profit, private family foundation incorporated in the District of Columbia. The Foundation has received a determination letter from the Internal Revenue Service granting it tax-exempt status as a charitable organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Dr. He (a Reporting Person), a family member of Dr. He and an independent third person serve as the members of the Board of Trustees of the Foundation. Dr. He does not participate in the investment decisions of the Foundation with respect to the Issuer’s shares. Dr. He disclaims beneficial ownership of Huiying Memorial Foundation’s shares of Issuer.

The Reporting Persons are filing this Amendment No. 5 to Schedule 13D to report the purchase of 3,000,000 shares of Common Stock on March 26, 2021 by ETP BioHealth; the purchase of 300,000 shares of Common Stock on August 18, 2021 by Dr. He; the purchase of 180,000 shares of Common Stock on August 19, 2021 by Dr. He; the purchase of 200,000 shares of Common Stock on November 17, 2021 by Dr. He; the purchase of 200,000 shares of Common Stock on November 18, 2021 by Dr. He; and the purchase of 500,000 shares of Common Stock on November 17, 2021 by the Foundation. Dr. He (a Reporting Person) disclaims beneficial ownership of Huiying Memorial Foundation’s shares of Issuer. The inclusion of the 500,000 shares is not an admission that Dr. He is the beneficial owner of such shares for any purpose.

The information set forth in Item 5 below is incorporated by reference herein.

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 139,797,487 shares of Common Stock outstanding as of November 8, 2021, and in the denominator of the computation the number of shares of Common Stock issuable upon the exercise of options and warrants 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.

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: November 23, 2021