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. 6)

CASI Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

14757U 208

(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)

June 13, 2022

(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 208

(1) Includes 123,456 shares issuable upon the exercise of warrants.

(2) Includes 123,456 shares issuable upon the exercise of warrants.

CUSIP NO. 14757U 208 

(3) Includes 845,999 shares issuable upon the exercise of options.

(4) Includes 123,456 shares issuable upon the exercise of warrants.

(5) 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. 6 (the “Amendment No. 6”) 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”) and Amendment No 5 filed with the SEC on November 23, 2021 (the “Amendment No. 5”). Amendments No. 1, 2, 3, 4 and 5 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, and Wei-Wu He, Ph.D., as founder and managing partner of each of ETP, ETP Global and ETP BioHealth. 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 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, 2, 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:

This statement relates to the Common Stock, $.01 par value (the “Shares”), of CASI Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 9620 Medical Center Drive, Suite 300, Rockville, MD 20850. On June 1, 2022, the Issuer effected a 1-for-10 reverse stock split. The numbers of Shares in this Amendment No. 6 reflect such reverse stock split.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons is a party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Amendment No. 6 to the Schedule 13D.

The Reporting Persons are filing this Amendment No. 6 to Schedule 13D to report the purchase of 36,058 shares of Common Stock on June 13, 2022 by Dr. He; the purchase of 2,096 shares of Common Stock on June 14, 2022 by Dr. He; and the purchase of 50,000 shares of Common Stock on June 15, 2022 by Dr. He. All the shares were purchased in open market transactions using personal funds.

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 13,606,130 shares of Common Stock outstanding as of June 16, 2022, 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: June 21, 2022