SEC Form SC 13D/A filed by CASI Pharmaceuticals, Inc. (Amendment)
$CASI
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CASI Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
14757U109
(CUSIP Number)
Kurt Gustafson
Executive Vice President and Chief Financial Officer
Spectrum Pharmaceuticals, Inc.
11500 South Eastern Avenue, Suite 240
Henderson, Nevada 89052 (702) 835-6300
with a copy to:
Teri O’Brien
Paul Hastings LLP
4747 Executive Drive, 12th Floor
San Diego, CA 92121
(858) 458-3031
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2021
(Date of Event Which Requires Filing of this Statement)
CUSIP No. 14757U109
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 section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
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CUSIP No. 14757U109
1. Names of Reporting Persons Spectrum Pharmaceuticals, Inc. | |||||
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) OO | |||||
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐ | |||||
6. Citizenship or Place of Organization Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. Sole Voting Power 2,236,694 | ||||
8. Shared Voting Power 4,650,262 | |||||
9. Sole Dispositive Power 2,236,694 | |||||
10. Shared Dispositive Power 4,650,262 | |||||
11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,886,956 | |||||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||
13. Percent of Class Represented by Amount in Row (11) 4.9% (1) | |||||
14. Type of Reporting Person (See Instructions) CO | |||||
(1) Percentage of class calculated based upon 139,797,487 shares of common stock, par value $0.01 per share, of the Issuer (the “Common Stock”) issued and outstanding as of March 26, 2021, as reflected in CASI Pharmaceutical, Inc.’s (the “Issuer”) annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on March 30, 2021.
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CUSIP No. 14757U109
| 1. | Names of Reporting Persons Spectrum Pharmaceuticals Cayman, 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) OO | |||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐ | |||||||
| 6. | Citizenship or Place of Organization Cayman Islands | |||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. Sole Voting Power 0 | |||||||
8. Shared Voting Power 4,650,262 | ||||||||
9. Sole Dispositive Power 0 | ||||||||
10. Shared Dispositive Power 4,650,262 | ||||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,650,262 | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | |||||||
| 13. | Percent of Class Represented by Amount in Row (11) 3.3% (1) | |||||||
| 14. | Type of Reporting Person (See Instructions) PN | |||||||
(1) Percentage of class calculated based upon 139,797,487 shares of Common Stock issued and outstanding as of March 26, 2021, as reflected in the Issuer’s annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed by the Issuer with the SEC on March 30, 2021.
Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Spectrum”), hereby files this Amendment No. 4 on Schedule 13D/A (this “Amendment”) to amend and supplement the statement on Schedule 13D initially filed with the SEC on September 26, 2014, as amended by Amendment No. 1 to Schedule 13D, dated May 14, 2018 (“Amendment No. 1”), Amendment No.2 to Schedule 13D, dated April 11, 2019, and Amendment No. 3 to Schedule 13D, dated August 18, 2020 (as amended, the “Statement”), on behalf of the Reporting Persons (as defined in Item 2), pursuant to the Joint Filer Agreement attached to this Amendment as Exhibit 99.1. Capitalized terms used herein but not defined herein have the respective meanings given to such terms in the Statement.
Item 2. Identity and Background.
The information contained in Item 2 of the Statement is hereby amended and replaced with the following:
This Statement is filed on behalf of Spectrum and Spectrum Pharmaceuticals Cayman, L.P., an Exempted Limited Partnership organized under the laws of the Cayman Islands (“Spectrum Cayman”). Spectrum and Spectrum Cayman are each referred to herein as a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”
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CUSIP No. 14757U109
Spectrum is a Delaware corporation. Spectrum is a biopharmaceutical company focused on acquiring, developing, and commercializing novel and targeted drug products, with a primary focus in oncology. Spectrum has an in-house clinical development organization with regulatory and data management capabilities, in addition to sales and marketing expertise to execute product launches. Currently, Spectrum and its affiliates have two oncology drugs in late stage and active development: ROLONTIS, a novel long-acting granulocyte colony-stimulating factor, analog for chemotherapy-induced neutropenia, and Poziotinib, a novel pan-HER inhibitor under investigation for non-small cell lung cancer tumors with either EGFR or HER2 exon-20 insertion mutations.
Spectrum Cayman is owned 99% by Spectrum and 1% by Spectrum Pharmaceuticals International Holdings, LLC, a Delaware limited liability company
(“Spectrum Holdings”). Spectrum Holdings is the sole general partner of Spectrum Cayman and Spectrum is the sole managing member of Spectrum Holdings.
The address of the principal place of business of each of the Reporting Persons is c/o Spectrum at 11500 South Eastern Avenue, Suite 240, Henderson, Nevada 89052.
During the last five years, neither of the Reporting Persons, nor any of their respective executive officers, directors, or general partners, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have any such persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.
Spectrum is governed by a Board of Directors consisting of seven members, none of which individually have voting or dispositive power over the shares subject to this Statement. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of Spectrum is listed on Schedule 1 hereto and is incorporated herein by this reference.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Statement is hereby amended and supplemented by adding the following:
Between August 18, 2020 and April 26, 2021, Spectrum disposed of 2,347,359 shares of Common Stock, at an average price of $2.63 per share. In addition, the Issuer conducted a public offering of 15,853,658 shares of Common Stock on March 24, 2021, which further diluted the Reporting Persons’ beneficial ownership position.
Subject to applicable legal requirements, in addition to the arrangements described above, one or both of the Reporting Persons may also purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above and subject to applicable legal requirements, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide.
Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
The information in Item 5 of the Statement is hereby amended and replaced with the following:
(a)-(b)
Reporting Person | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership (1) | Percentage of Class (2) | |||||||||||||||||||
| Spectrum | 2,236,694 | 2,236,694 | 4,650,262 | 2,236,694 | 4,650,262 | 6,886,956 | 4.9% | |||||||||||||||||||
Spectrum Cayman3 | 4,650,262 | 0 | 4,650,262 | 0 | 4,650,262 | 4,650,262 | 3.3% | |||||||||||||||||||
(1)Spectrum has sole voting and dispositive power over the shares held by it directly. Spectrum is governed by a Board of Directors consisting of seven members, none of which individually have voting or dispositive power over the shares held by Spectrum. Spectrum Cayman is owned 99% by Spectrum, and 1% by Spectrum Holdings. As a result, Spectrum may be deemed to share voting and dispositive power over the shares issued directly
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CUSIP No. 14757U109
to Spectrum Cayman. Spectrum disclaims beneficial ownership in the shares held directly by Spectrum Cayman except to the extent of its pecuniary interest therein.
(2)On March 24, 2021, the Issuer issued 15,853,658 shares of the Common Stock in a public offering. Percentage of class calculated based upon 139,797,487 shares of Common Stock issued and outstanding as of March 26, 2021, as reflected in the Issuer’s annual report on Form 10-K for the fiscal year ended December 31, 2020, which was filed by the Issuer with the SEC on March 30, 2021.
(c)In the past 60 days, the following sales of shares of Common Stock were effected in open market transactions on NASDAQ, by Spectrum (the only Reporting Person to effect any such transactions):
| Date | Number of Shares Sold | Weighted Average Selling Price | ||||||
| 4/8/2021 | 50,000 | $2.0064 | ||||||
| 4/9/2021 | 86,033 | $2.0220 | ||||||
| 4/12/2021 | 11,607 | $2.0000 | ||||||
| 4/14/2021 | 25,000 | $1.9040 | ||||||
| 4/15/2021 | 3,400 | $1.9019 | ||||||
| 4/22/2021 | 96,644 | $1.6608 | ||||||
| 4/23/2021 | 96,837 | $1.6619 | ||||||
| 4/26/2021 | 300,000 | $1.7704 | ||||||
(d)To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported in this Statement.
(e)The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on April 26, 2021.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description of Exhibit
* Previously filed
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
SPECTRUM PHARMACEUTICALS, INC.,
a Delaware corporation
Date: April 30, 2021 By: /s/ Kurt A. Gustafson
Name: Kurt A. Gustafson
Title: Executive Vice President and Chief Financial Officer
SPECTRUM PHARMACEUTICALS CAYMAN, L.P.,
an Exempted Limited Partnership organized under the laws of the Cayman Islands
Date: April 30, 2021 By: Spectrum Pharmaceuticals International Holdings, LLC
Its: General Partner
By: Spectrum Pharmaceuticals, Inc.
Its: Managing Member
By: /s/ Kurt A. Gustafson
Name: Kurt A. Gustafson
Title: Executive Vice President and Chief Financial Officer
CUSIP No. 14757U109
SCHEDULE 1
Directors and Executive Officers of Spectrum
Set forth below are the name, business address, current principal occupation or employment and citizenship of each director and executive officer of Spectrum Pharmaceuticals, Inc.
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||||||||||||||||
| Joseph W. Turgeon | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | President and Chief Executive Officer; Director of Spectrum | United States of America | |||||||||||||||||
| Thomas J. Riga | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Executive Vice President, Chief Operating Officer and Chief Commercial Officer of Spectrum | United States of America | |||||||||||||||||
| Kurt A. Gustafson | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Executive Vice President and Chief Financial Officer of Spectrum | United States of America | |||||||||||||||||
| Francois J. Lebel, MD | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Executive Vice President and Chief Medical Officer of Spectrum | United States of America | |||||||||||||||||
| Keith M. McGahan | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Executive Vice President, Chief Legal Officer and Corporate Secretary of Spectrum | United States of America | |||||||||||||||||
| Nora E. Brennan | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Director of Spectrum | United States of America | |||||||||||||||||
| Dolatrai M. Vyas, Ph.D. | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Director of Spectrum | United States of America | |||||||||||||||||
| William L. Ashton | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Chairman of the Board; Principal at Harrison Consulting Group | United States of America | |||||||||||||||||
| Jeffrey L. Vacirca, MD, FACP | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Director of Spectrum; CEO, Management Partner and Director of Clinical Research at New York Cancer & Blood Specialists; President and Co-Founder of National Translational Research Group; Medical Director and Strategic Advisor for the International Oncology Network specialty group at Amerisource Bergen; Medical Director of the Oncology Network Development at Mount Sinai Health Network; Associate Clinical Professor at Icahn School of Medicine | United States of America | |||||||||||||||||
| Bernice R. Welles, MD, MBA | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Director of Spectrum; Partner and Managing Director at IPF Management S.A. | United States of America | |||||||||||||||||
| Seth H.Z. Fischer | c/o Spectrum Pharmaceuticals, Inc. 11500 S. Eastern Avenue, Suite 240 Henderson, Nevada 89052 | Director of Spectrum | United States of America | |||||||||||||||||
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EXHIBIT 99.1 JOINT FILER AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that a single Schedule 13D, or any amendment thereto, relating to the equity securities of CASI Pharmaceuticals, Inc., a Delaware corporation, shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as Exhibit 99.1 to such Schedule 13D.
| Dated: April 30, 2021 | SPECTRUM PHARMACEUTICALS, INC., a Delaware corporation By: /s/ Kurt A. Gustafson Name: Kurt A. Gustafson Title: Executive Vice President and Chief Financial Officer | ||||
| Dated: April 30, 2021 | SPECTRUM PHARMACEUTICALS CAYMAN, L.P., an Exempted Limited Partnership organized under the laws of the Cayman Islands | ||||
By: Spectrum Pharmaceuticals International Holdings, LLC Its: General Partner By: Spectrum Pharmaceuticals, Inc. Its: Managing Member By: /s/ Kurt A. Gustafson Name: Kurt A. Gustafson Title: Executive Vice President and Chief Financial Officer | |||||