UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 3120, 2023

CASI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

0-20713

(Commission File Number)

58-1959440

(IRS Employer Identification
No.)

9620 Medical Center Drive, Suite 300

Rockville, Maryland

(Address of principal executive offices)

20850

(Zip Code)

(240) 864-2600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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(s)		Name of exchange on which registered
Common Stock		CASI		Nasdaq Capital Market

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).

Emerging growth company ¨

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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Agreement~~On March 20, 2023, CASI Pharmaceuticals, Inc. (the “Company”) held a special meeting of stockholders. A quorum was present at the meeting as required by the bylaws of the Company, as amended. The final voting results for the matters submitted to a vote of stockholders at the meeting are as follows, among which, the affirmative votes constitute 55.5% of the total 13,321,507 shares of the issued and ~~Plan~~outstanding common stock as of ~~Merger~~the record date of February 10, 2023 that are eligible to vote at the special meeting. No broker non-votes were counted for the proposal.

OnA ~~January~~proposal ~~31,~~to ~~2023,~~approve ~~CASI~~and ~~Pharmaceuticals, Inc.~~adopt the agreement and plan of merger (the “~~Company~~Merger Agreement”) by and between the Company and CASI Pharmaceuticals Holdings, Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly -owned subsidiary of the Company (“CASI Cayman”), ~~entered~~which ~~into~~includes a ~~definitive agreement and~~ plan of merger ~~(the~~required ~~“Merger~~to ~~Agreement”)~~be ~~related~~filed towith athe ~~proposed~~Registrar ~~merger~~of ~~transaction.~~Companies ~~The~~of ~~Merger~~the ~~Agreement~~Cayman ~~provides that~~Islands, ~~upon~~ substantially in the ~~terms~~form ~~and~~as ~~subject~~attached as Annex A to the ~~conditions~~Merger ~~set~~Agreement ~~forth~~(the ~~therein~~“Plan of Merger”), pursuant to which the Company will merge with and into CASI Cayman ~~(the “Redomicile Merger”)~~, with CASI Cayman ~~surviving~~as ~~and~~the ~~changing~~surviving ~~its~~company ~~name~~upon tothe ~~CASI~~merger ~~Pharmaceuticals~~becoming effective, ~~Inc.~~and ~~Following~~whereby ~~the~~each ~~Redomicile~~issued ~~Merger,~~and ~~CASI Cayman,~~outstanding ~~together~~share ~~with~~of ~~its~~the ~~subsidiaries,~~common ~~will~~stock ~~own~~of ~~and~~the ~~continue~~Company towill ~~conduct~~be converted into the ~~Company’s~~right ~~business~~to inreceive ~~substantially~~one ~~the~~ordinary ~~same~~share, ~~manner as~~par isvalue ~~currently~~US$0.0001 ~~being~~each, ~~conducted~~of byCASI ~~the~~Cayman, ~~Company~~credited ~~and~~as ~~its~~fully ~~subsidiaries~~paid (the “Redomicile Merger”).

Subject to the terms and conditions of the Merger Agreement, upon completion of the Redomicile Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Redomicile Merger (the “Effective Time”) will be converted into the right to receive one ordinary share of CASI Cayman, credited as fully paid.

For		Against		Abstain
7,399,153		500,992		26,347

AtPursuant ~~the~~to ~~Effective Time, all existing equity compensation plans of~~ the ~~Company,~~foregoing ~~as may be amended~~votes, ~~will be adopted and assumed by CASI Cayman. Each outstanding option and other equity award issued under~~ the ~~equity~~Merger ~~compensation plans of the Company for the purchase or receipt of~~Agreement, ~~or payment based on,~~ ~~each share of~~ the ~~Company’s~~Plan ~~common stock will represent the right to purchase or receive, or receive payment based on, one ordinary share in the capital~~ of ~~CASI~~Merger ~~Cayman~~and ~~on substantially~~ the ~~same terms. In addition, as part of the~~ Redomicile Merger, ~~CASI~~contemplated ~~Cayman~~thereunder ~~has~~were ~~agreed to~~approved ~~assume all of the Company’s rights~~ and ~~obligations of any warrant, convertible debentures or other convertible securities that may convert in the Company’s common stock~~adopted. All rights to purchase or receive, or receive payment based on, each share of the Company’s common stock arising under the Company’s warrants, convertible debentures or other convertible securities will entitle the holder thereof to purchase or receive, or receive payment based on, as applicable, one ordinary share of CASI Cayman.

AtItem ~~the~~8.01 ~~Effective~~Other Time, the obligations of the Company under or with respect to every plan, trust, program and benefit then in effect or administered by the Company for the benefit of the directors, officers and employees of the Company or any of its subsidiaries will become the obligations of CASI Cayman and will be implemented and administered in the same manner and without interruption until the same are amended or otherwise altered or terminated.Events

~~Additionally,~~On atMarch ~~the~~21, ~~Effective Time~~2023, ~~CASI~~the ~~Cayman~~Company ~~will~~completed ~~adopt~~the ~~and~~Redomicile Merger. ~~assume~~Pursuant to the ~~obligations~~Merger ofAgreement, the Company ~~under~~has ormerged with ~~respect~~and tointo ~~certain~~CASI ~~contracts~~Cayman, orwith ~~agreements~~CASI Cayman as ~~described in~~ the ~~Merger~~surviving ~~Agreement~~company. Each ~~The~~issued ~~contracts~~ and ~~agreements~~outstanding ~~will~~share ~~become~~of the ~~obligations~~common stock of ~~CASI~~the ~~Cayman~~Company ~~and~~was ~~will~~converted beinto ~~performed~~the inright ~~the~~to ~~same~~receive ~~manner~~one ordinary share of CASI ~~and~~Cayman. ~~without~~CASI ~~interruption~~Cayman’s ~~until~~ordinary ~~the~~shares ~~same~~will ~~are~~be ~~amended~~listed oron ~~otherwise~~NASDAQ ~~lawfully~~under ~~altered~~the orsymbol ~~terminated~~“CASI”.

The ~~Merger~~information ~~Agreement~~contained ~~contains~~under this Item 8.01 ~~customary~~shall ~~closing~~not ~~conditions,~~be ~~including,~~deemed ~~among~~to ~~others,~~be ~~approval~~“filed” offor ~~the~~purposes ~~Redomicile~~of ~~Merger~~Section by18 of the ~~Company’s~~Securities ~~stockholders~~Exchange Act of 1934, ~~the~~as ~~effectiveness~~amended (“Exchange ofAct”), or otherwise subject to the ~~registration~~liabilities ~~statement~~of onthat ~~Form~~section, ~~F-4~~nor toshall such information be ~~filed~~deemed incorporated by ~~CASI~~reference ~~Cayman~~in any ~~related~~filing tounder the ~~Redomicile~~Securities ~~Merger~~Act ~~and~~of ~~receipt~~1933, ofas ~~required~~amended, ~~regulatory~~or the Exchange Act, except as shall be expressly set forth by specific reference ~~approvals~~in such a filing.

~~The~~Safe ~~consent~~Harbor of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote is required to approve and adopt the Merger Agreement. The board of directors of the Company believes that the Redomicile Merger, to be effected by the Merger Agreement, is advisable and in the best interests of the Company and its stockholders.Statement

~~Pursuant~~This report contains certain “forward-looking statements” relating to the ~~Merger~~Company ~~Agreement~~and CASI Cayman, including statements regarding the ~~board~~listing of ~~directors~~CASI ofCayman’s ~~the~~ordinary shares ~~Company~~on ~~may~~NASDAQ. ~~exercise~~These ~~its~~statements ~~discretion~~are toforward-looking ~~terminate~~in ~~the~~nature ~~Merger~~and ~~Agreement,~~subject to risks and ~~therefore~~uncertainties ~~abandon~~that ~~the~~may ~~Redomicile~~cause actual results ~~Merger,~~to atdiffer ~~any~~materially. ~~time~~All ~~prior~~forward-looking statements included in this report are based upon information available to the ~~Effective~~Company ~~Time,~~and ~~including~~CASI Cayman ~~after~~as of the ~~adoption~~date of ~~the~~this ~~Merger~~report, ~~Agreement~~which bymay change, and the Company’s ~~stockholders~~and CASI Cayman undertake no obligation to update or revise any forward-looking statements, except as may be required under applicable securities law.

~~Upon~~Item ~~the~~9.01 ~~Effective~~Financial ~~Time,~~Statements ~~the director~~ and ~~officer nominees set forth in the plan of merger attached to the Merger Agreement shall be appointed as the directors and offciers of the suriving company of the Redomicile Merger~~Exhibits.

The Merger Agreement has been approved by the board of directors of the Company and the sole director of CASI Cayman. Subject to the required approval of the Company’s stockholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 to be filed by CASI Cayman related to the Redomicile Merger, and other customary closing conditions, the Redomicile Merger is expected to be completed during the first quarter of 2023.(d) Exhibits

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.

Exhibit No.	Description of Document

104	Inline XBRL for the cover page of this Current Report on Form 8-K

~~Additional information about the Redomicile Merger and where to find it~~SIGNATURES

InPursuant ~~connection with the proposed Redomicile Merger, CASI Cayman will file with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4~~ to ~~register~~ the ~~ordinary~~requirements ~~shares~~ of ~~CASI Cayman to be issued to~~ the ~~stockholders of the Company. The registration~~Securities ~~statement~~Exchange ~~will~~Act ~~include a proxy statement/prospectus~~ of ~~the~~1934, ~~Company which will be sent to~~ the ~~stockholders~~registrant ofhas ~~the~~duly ~~Company~~caused ~~seeking~~this ~~their approval~~report ~~of the Redomicile Merger and related matters in addition~~ to ~~other~~be ~~matters.~~signed Inon ~~addition,~~its ~~the~~behalf ~~Company~~by ~~may file other relevant documents concerning~~ the ~~proposed~~undersigned ~~Redomicile~~hereunto ~~Merger~~duly ~~with the SEC~~authorized.

~~This~~CASI ~~communication~~PHARMACEUTICALS, ~~does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~INC. ~~Stockholders of the Company are urged to read the registration statement on Form F-4 and the proxy statement~~/~~prospectus~~s/ ~~included~~Larry ~~within~~Zhang ~~the~~Larry ~~registration statement~~(Wei) ~~and~~Zhang any other relevant documents to be filed with the SEC in connection with the proposed Redomicile Merger because they will contain important information about the Company, CASI Cayman and the proposed transaction.President

~~Item~~Date: ~~9.01.~~March ~~Financial~~21, ~~Statements and Exhibits.~~2023

(d) Exhibits

Exhibit No.	Description of Document
2.1	Agreement and Plan of Merger, dated January 31, 2023 by and between CASI Pharmaceuticals, Inc. and CASI Pharmaceuticals Holdings, Inc.
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. /s/ Larry Zhang Larry Zhang President and Principal Financial Officer

Date: January 31, 2023

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