SC 13G: CASI Pharmaceuticals, Inc.

AI Summary

SC 13G filing by CASI Pharmaceuticals, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm2420246d1_sc13g.htm (SC 13G) — 202KB
• 0001104659-24-082776.txt ( ) — 204KB

From the Filing

SC 13G 1 tm2420246d1_sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CASI Pharmaceuticals, Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1933S101 (CUSIP Number) July 15, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 CUSIP No. G1933S101 Page 2 of 17 1. Names of Reporting Persons Venrock Healthcare Capital Partners III, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (1) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 1,507,040 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,507,040 (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,507,040 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 9.99% (3) 12. Type of Reporting Person (See Instructions) PN (1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G. (2) Consists of (i) 134,110 ordinary shares and 159,100 ordinary shares underlying Pre Funded Warrants (“ PFWs ”), of which, 105,661 are currently exercisable held by Venrock Healthcare Capital Partners III, L.P.; (ii) 13,400 ordinary shares and 15,900 ordinary shares underlying PFWs, of which, 10,559 are currently exercisable held by VHCP Co-Investment Holdings III, LLC; and (iii) 695,413 ordinary shares and 825,000 ordinary shares underlying PFWs, of which, 547,897 are currently exercisable held by Venrock Healthcare Capital Partners EG, L.P. Under the terms of the PFWs, the Issuer may not effect the exercise of any such PFWs, and a holder will not be entitled to exercise any portion of such PFWs, if, upon giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise. (3) This percentage is calculated based upon the sum of (i) 13,401,375 shares of the Issuer’s ordinary shares outstanding as of April 28, 2024, as reported in the Issuer’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission (the “ SEC ”) on May 3, 2024; (ii) 1,020,000 ordinary shares issued in the private placement of equity securities by the Issuer that closed on July 15, 2024 (the “ Private Placement ”); and (iii) 664,117 shares issuable upon the exercise of the PFWs described in Footnote 2 above. CUSIP No. G1933S101 Page 3 of 17 1. Names of Reporting Persons VHCP Co-Investment Holdings III, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (1) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 1,507,040 (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,507,040 (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,507,040 (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 9.99% (3) 12. Type of Reporting Person (See Instructions) OO (1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G. (2) Consists of (i) 134,110 ordinary shares and 159,100 ordinary shares underlying PFWs, of which, 105,661 are currently exercisable held by Venrock Healthcare Capital Partners III, L.P.; (ii) 13,400 ordinary shares and 15,900 ordinary shares un

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