UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 24, 2021, the Compensation Committee (“Compensation Committee”) of the Board of Directors (the “Board”) of CASI Pharmaceuticals, Inc. (hereinafter the “Company”) approved changes to the compensation package of Larry Zhang, President of the Company. The compensation package consists of three components:
| 1) | An increase in annual base salary of USD $200,000 effective with the Company’s next payroll cycle; |
| 2) | A cash-based incentive bonus of RMB 1,500,000 contingent upon product sales reaching a specified level between January 1, 2021 and December 31, 2021; and |
| 3) | Time-based and performance-based stock option grants described below. |
Under the terms of the grant, Mr. Zhang received a time-based stock option exercisable for eight hundred thousand shares (800,000) of the Company’s common stock that will vest and become exercisable over a four year period with 25% vesting on the first anniversary of the date of grant and 25% vesting over each of the remaining three subsequent anniversaries. In addition, the Board approved the grant of a performance-based option covering eight hundred thousand shares (800,000) of Company’s common stock. The performance-based option will only vest if, within the time period commencing on July 24, 2021 and ending on June 30, 2025, specific product sale milestones are achieved as prescribed by the Compensation Committee. The options have an exercise price of $1.28 per share.
In addition, Mr. Zhang will continue to receive the perquisites described in the Company’s proxy statement dated May 10, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | ||
| Number | Description | |
| 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/ Cynthia W. Hu | |
| Cynthia W. Hu | |
| COO (US), General Counsel & Secretary |
Date: July 28, 2021