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. 3)
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.
4919 Rebel Ridge Dr.
Sugar Land, TX 77478
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 2020
(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 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ETP Global Fund L.P. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | |||||||||||||||||
| (b) ¨ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX 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 | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 8 | SHARED VOTING POWER | ||||||||||||||||||
|
|
|||||||||||||||||||
8,766,914 |
|||||||||||||||||||
| 9 | SOLE DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
|
| |||||||||||||||||||
8,766,914 |
|||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
8,766,914 |
|||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
7.00% |
|||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
CUSIP NO. 14757U 109
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| EMERGING TECHNOLOGY PARTNERS, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | |||||||||||||||||
| (b) ¨ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| 5 | CHECK BOX 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 | |||||||||||||||||
| - 0 - | |||||||||||||||||||
| 8 | SHARED VOTING POWER | ||||||||||||||||||
9,207,986 |
|||||||||||||||||||
| 9 | SOLE DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
9,207,986 |
|||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
9,207,986 |
|||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
7.36% |
|||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
CUSIP NO. 14757U 109
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| WEI-WU HE, Ph.D. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | |||||||||||||||||
| (b) ¨ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| PF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| UNITED STATES | |||||||||||||||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |||||||||||||||||
8,546,537 |
|||||||||||||||||||
| 8 | SHARED VOTING POWER | ||||||||||||||||||
9,207,986 |
|||||||||||||||||||
| 9 | SOLE DISPOSITIVE POWER | ||||||||||||||||||
8,546,537 |
|||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
9,207,986 |
|||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
17,754,523 |
|||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 13.78% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
CUSIP NO. 14757U 109
This Amendment No. 3 (this "Amendment No. 3") amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2018 (the "Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on April 4, 2018 (the “Amendment No. 1”) and Amendment No. 2 filed with the SEC on March 24, 2020 (the “Amendment No. 2”). Amendment No. 1 and the Amendment No. 2 were filed by ETP Global Fund L.P. (“ETP Global”), a Delaware limited partnership, Emerging Technology Partners, LLC (“ETP”), a Delaware limited liability company, 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 is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Schedule 13D relates to the shares (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 3, 4, and 5 of the Schedule 13D are hereby amended and supplemented as follows:
| Item 3. | Source and Amount of Funds or Other Consideration. |
Dr. He has served as Chief Executive Officer and Chairman of the Issuer since April 2, 2019. As of July 24, 2020, Dr. He directly beneficially owned 8,546,537 shares of Common Stock, including 3,710,014 shares issuable upon the exercise of options within 60 days as of the date hereof. In addition, as founder and managing member of ETP, Dr. He may be deemed to be the indirect beneficial owner of an additional 441,072 shares held by ETP and 8,766,914 shares held by ETP Global. Accordingly, Dr. He may be deemed beneficially to own, directly and indirectly, a total of 17,754,523 shares of Common Stock, or approximately 13.78% percent of the Issuer’s outstanding shares, based on 123,943,829 shares outstanding as of July 24, 2020, which includes the issuance of 23,000,000 shares of Common Stock pursuant to an underwritten public offering that closed on the same date (the “Offering”).
On July 24, 2020, ETP Global purchased 1,200,000 shares in the Offering using working capital and Dr. He purchased 2,952,426 shares in the Offering using personal funds. The Reporting Persons purchased these shares of Common Stock at the public offering price and on the same terms as the other purchasers in the Offering.
The information set forth in Item 5 below is incorporated by reference herein.
| Item 4. | Purpose of Transaction. |
The information set forth in Item 3 above 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 123,943,829 shares of Common Stock outstanding as of July 24, 2020, which includes the issuance of 23,000,000 shares pursuant to the Offering.
| A. | ETP Global |
| (a) |
As of the close of business on July 24, 2020, ETP Global beneficially owned 8,766,914 shares of Common Stock, including 1,234,567 shares underlying warrants exercisable within 60 days as of the date hereof. |
Percentage: Approximately 7.00%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,766,914 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,766,914 | |
| (c) |
Item 5(c) is amended and supplemented as follows:
On July 24, 2020, ETP Global purchased 1,200,000 shares in the Offering at a price per share of $1.90. |
| B. | ETP |
| (a) |
ETP, as the general partner of ETP Global, may be deemed the beneficial owner of the 8,766,914 shares of Common Stock owned by ETP Global. In addition, ETP is the direct beneficial owner of 441,072 shares. |
Percentage: Approximately 7.36%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 9,207,986 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 9,207,986 |
| (c) |
Except as set forth in Item 3, ETP has not entered into any transactions in the shares during the past 60 days. |
| D. | Wei-Wu He, Ph.D. |
| (a) |
Dr. He, as founder and managing member of each of ETP and ETP Global, may be deemed the indirect beneficial owner of the 9,207,986 Shares owned by ETP and ETP Global. In addition, Dr. He is the direct beneficial owner of 4,836,523 shares of Common Stock and 3,710,014 shares underlying options exercisable within 60 days as of the date hereof. |
Percentage: Approximately 13.78%
| (b) | 1. Sole power to vote or direct vote: 8,546,537 2. Shared power to vote or direct vote: 9,207,986 3. Sole power to dispose or direct the disposition: 8,546,537 4. Shared power to dispose or direct the disposition: 9,207,986 |
| (c) |
Item 5(c) is amended and supplemented as follows:
On July 24, 2020, Dr. He purchased 2,952,426 shares in the Offering at a price per share of $1.90. |
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.
| (d) |
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) |
Not applicable. |
| 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: July 24, 2020
| ETP GLOBAL FUND L.P. | |||
| By: | EMERGING TECHNOLOGY PARTNERS, LLC General Partner | ||
| By: |
/s/ Wei-Wu He, Ph.D. | ||
| Name: | Wei-Wu He, Ph.D. | ||
| Title: | Managing Member | ||
| EMERGING TECHNOLOGY PARTNERS, LLC | |||
| By: |
/s/ Wei-Wu He, Ph.D. | ||
| Name: | Wei-Wu He, Ph.D. | ||
| Title: | Managing Member | ||
|
/s/ Wei-Wu He, Ph.D. | |
| Wei-Wu He, Ph.D. |