UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 27, 2020, CASI Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a License and Development Agreement for BI-1206 (the “License Agreement”) by and between the Company and BioInvent, International AB (“BioInvent”), a company established under the laws of Sweden, pursuant to which the Company obtained an exclusive license for BI-1206, an investigational monoclonal antibody for cancer immunotherapy, in Mainland China, Hong Kong, Macau and Taiwan (collectively, “Greater China”).
Pursuant to the License Agreement, the Company and BioInvent will develop BI-1206 in both liquid and solid cancers, with CASI responsible for commercialization in Greater China. BioInvent will receive a $5 million upfront payment and is eligible to receive up to $83 million in development and commercial milestone payments, plus tiered royalties in the high-single and mid-double-digit range on net sales of BI-1206.
Under the terms of the License Agreement, and the terms of an ancillary Equity Investment Agreement dated October 27, 2020, as part of the upfront payment, CASI will also make a $7 million investment (SEK 61,436,200) in 29,395,311 new shares in BioInvent at a subscription price of SEK 209 per share, which corresponds to 130% of the average volume weighted price for the share during the ten trading days prior to October 27, 2020, and 14,697,655 new warrants (at no separate option premium), each warrant with a right to subscribe for an equal number of new shares in BioInvent within a period of five years and at a subscription price of SEK 3.14 per share. The investment is subject to approval at BioInvent’s Extraordinary Shareholders’ Meeting to be held on or about November 27, 2020.
The License Agreement contains customary representations, warranties, covenants and indemnification provisions.
The foregoing description of the License Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the License Agreement that will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020.
A copy of the press release of the Company announcing the License Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | |||
| Number | Description | ||
| 99.1 | Press Release of CASI Pharmaceuticals, Inc., dated October 27, 2020 | ||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CASI PHARMACEUTICALS, INC. | ||
| (Registrant) | ||
| /s/ Larry Zhang | ||
| President | ||
Date: October 28, 2020