0001104659-19-067573.txt : 20191126 0001104659-19-067573.hdr.sgml : 20191126 20191126160120 ACCESSION NUMBER: 0001104659-19-067573 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191120 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20191126 DATE AS OF CHANGE: 20191126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASI Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0000895051 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 581959440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20713 FILM NUMBER: 191250795 BUSINESS ADDRESS: STREET 1: 9620 MEDICAL CENTER DR STREET 2: STE 300 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 240-864-2600 MAIL ADDRESS: STREET 1: 9620 MEDICAL CENTER DR STREET 2: STE 300 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: ENTREMED INC DATE OF NAME CHANGE: 19960415 8-K 1 tm1923731d1_8k.htm FORM 8-K

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 20, 2019

  

 

CASI PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

  

 

Delaware   000-20713   58-1959440
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
incorporation)        

 

9620 Medical Center Drive, Suite 300

Rockville, Maryland 20850

(Address of principal executive offices) (Zip Code)

 

(240) 864-2600

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

¨ 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 1.01 Entry into a Material Definitive Contract

  

On November 20, 2019, CASI Pharmaceuticals (WUXI) Co., Ltd. (“CASI-Wuxi”), a joint venture between CASI Pharmaceuticals, Inc. (the “Company”) and Wuxi Jintou Huicun Investment Enterprise (Limited Partnership) in which the Company owns 80% of the equity interests, completed the Contract for Assignment of the Right to the Use of the State-owned Construction Land (the “Land Use Contract”) with the Wuxi Natural Resources and Planning Bureau. Pursuant to the Land Use Contract, CASI-Wuxi will acquire the right to use the 74,028 square meters of industrial land in Wuxi for a period of 50 years.

 

As consideration for the land use right, CASI-Wuxi has committed to a land use fee in the total amount of approximately RMB 44,420,000 (USD$ 6,316,524), of which RMB 8,880,000 (USD$ 1,262,736) was paid as an advance deposit. A lump sum payment of the remaining land use fee (less the deposit) is expected to be paid by CASI-Wuxi on or about November 29, 2019.

 

As previously reported, CASI-Wuxi intends to construct a cGMP manufacturing facility on the land parcel. Under the Land Use Contract, CASI-Wuxi has agreed to make specified fixed asset investments on the land with initial construction to begin before August 26, 2020 and be completed before August 26, 2022, unless extended. CASI-Wuxi may transfer portions of the granted land to a third party once it has invested 25 percent of the total fixed asset investments amount and completed 25 percent of the project.

 

The foregoing description of the Land Use Contract 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 Land Use Contract that will be filed as an exhibit to the Company’s Annual Report on Form 10-K. for the year ended.

   

 

 

  

SIGNATURE

 

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)
   
  By: /s/ Cynthia W. Hu
    Cynthia W. Hu
    COO, General Counsel & Secretary

 

Date: November 26, 2019