SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 26, 2021 (
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of
Incorporation or Organization)
|(Commission File Number)||
(address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 — Entry into a Material Definitive Agreement.
On March 24, 2021, CASI Pharmaceuticals, Inc. (“CASI”, “we” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named therein (the “Underwriters”), providing for the offer and sale of 15,853,658 shares of our common stock (the “Offering”) at a price to the public of $2.05 per share. In addition, we granted the Underwriters an option to purchase up to an additional 2,378,048 shares of common stock, which terminates on the earlier of 30 days and the day before we file to the Securities and Exchange Commission (“SEC”) our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The Offering closed on March 26, 2021. The gross proceeds to CASI from the Offering are approximately $32,500,000, excluding the over-allotment option and before deducting the underwriting discounts and commissions and offering expenses payable by CASI.
Certain insiders, including CASI’s Chairman and Chief Executive Officer, purchased shares of common stock in the Offering at the public offering price and on the same terms as the other purchasers in this Offering. We have agreed to pay the underwriters a commission of 1% of the gross proceeds raised from certain such insiders, and 6% of the gross proceeds raised in the offering from other investors.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by CASI, indemnification obligations of CASI and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and, as of specific dates, were solely for the benefit of the parties to such agreement.
The Offering is being made by means of a written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form S-3 (Registration Statement No. 333-250801), previously filed with the SEC on November 20, 2020, which was declared effective on December 2, 2020. We have filed a final prospectus supplement, dated March 24, 2021, with the SEC relating to the Offering.
Pursuant to the Underwriting Agreement, our directors and executive officers entered into agreements in substantially the form agreed to by the Underwriters providing for a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
The disclosures on this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein.
The legal opinion of Arnold & Porter Kaye Scholer LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01 — Other Events.
On March 23, 2021, CASI issued a press release announcing the launch of the Offering and on March 24, 2021, CASI issued a press release announcing the pricing of the Offering. Copies of the launch and pricing press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
|Exhibit 1.1—Underwriting Agreement, dated March 24, 2021, between CASI and Oppenheimer & Co. Inc.|
|Exhibit 5.1—Opinion of Arnold & Porter Kaye Scholer LLP|
|Exhibit 23.1—Consent of Arnold & Porter Kaye Scholer LLP (contained in Exhibit 5.1)|
|Exhibit 99.1—Press Release, dated March 23, 2021|
|Exhibit 99.2—Press Release, dated March 24, 2021|
|Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.|
|By:||/s/ Cynthia W. Hu|
|Cynthia W. Hu|
|Chief Operating Officer, General Counsel & Secretary|
March 26, 2021