BEIJING, June 26,
2024 /PRNewswire/ -- CASI Pharmaceuticals, Inc.
(Nasdaq: CASI) ("CASI" or the "Company"), a biopharmaceutical
company specializing in the development and commercialization of
innovative therapeutic and pharmaceutical products, announced today
that it has entered into securities purchase agreements with
certain investors for a private investment in public equity
financing (the "PIPE Transaction") that is expected to result in
aggregate gross proceeds of approximately $15.0 million, before deducting placement agent
fees and other private placement expenses.
The PIPE Transaction is being led by Venrock Healthcare Capital
Partners and Foresite Capital, with participation by Panacea
Venture and Dr. Wei-Wu He, the
Chairman of the board of directors and Chief Executive Officer of
the Company and his family trust.
In the PIPE Transaction, CASI is selling an aggregate of
1,020,000 ordinary shares of the Company, at a price of
$5.00 per ordinary share, and in the
case of two investors, pre-funded warrants to purchase up to an
aggregate of 1,980,000 ordinary shares at a per-share pre-funded
exercise price of $4.9999. Each
pre-funded warrant will have an exercise price of $0.0001 per share, and will be exercisable
immediately and remains exercisable until exercised in full. The
pre-funded warrants are subject to other terms and conditions,
including certain ordinary share ownership limitations. The PIPE
Transaction is expected to close in mid-July
2024, subject to the satisfaction of customary closing
conditions.
Jefferies is acting as the placement agent to the Company for
the PIPE Transaction.
"We are pleased with the strong support we've received from
leading healthcare investors, which we believe is a testament to
their conviction in our team, our ability to execute, and
importantly, our mission to develop the innovative therapeutics for
the benefit of patients," said Dr. Wei-Wu
He, Chairman and Chief Executive Officer. "We believe the
strategic pivot of our anti-CD 38 program to antibody meditated
rejection ("AMR") will help to unlock the full potential of the
company."
The securities being issued and sold in the private placement
have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state or other applicable
jurisdiction's securities laws, and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state or other jurisdictions' securities laws. The
Company has agreed to file a registration statement with the U.S.
Securities and Exchange Commission (the "SEC") registering the
resale of the ordinary shares issuable in connection with this
private placement, including upon exercise of the pre-funded
warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About CASI Pharmaceuticals
CASI Pharmaceuticals, Inc. is a biopharmaceutical company
focused on developing and commercializing innovative therapeutics
and pharmaceutical products in China, the United
States, and throughout the world. The Company is focused on
acquiring, developing, and commercializing products that augment
its hematology oncology therapeutic focus as well as other areas of
unmet medical need. The Company intends to execute its plan to
become a leader by launching medicines in the Greater China market, leveraging the Company's
China-based regulatory and
commercial competencies and its global drug development expertise.
The Company's operations in China
are conducted through its wholly owned subsidiary, CASI
Pharmaceuticals (China) Co., Ltd.,
located in Beijing, China.
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements. Among
other things, the business outlook and quotations from management
in this announcement, as well as the Company's strategic and
operational plans, contain forward-looking statements. The Company
may also make written or oral forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission
(the "SEC"), in in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about the
Company's beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the following: the
anticipated proceeds to be received in the proposed PIPE
Transaction, expected timing of closing of the proposed PIPE
Transaction, the timing of registration of the securities sold in
the PIPE Transaction with the SEC, the risk that we may be unable
to continue as a going concern as a result of our inability to
raise sufficient capital for our operational needs; the possibility
that we may be delisted from trading on The Nasdaq Capital Market
if we fail to satisfy applicable continued listing standards; the
volatility in the market price of our ordinary shares; the risk of
substantial dilution of existing shareholders in future share
issuances; the difficulty of executing our business strategy on a
global basis including China; our
inability to enter into strategic partnerships for the development,
commercialization, manufacturing and distribution of our proposed
product candidates or future candidates; legal or regulatory
developments in China that
adversely affect our ability to operate in China, our lack of experience in manufacturing
products and uncertainty about our resources and capabilities to do
so on a clinical or commercial scale; risks relating to the
commercialization, if any, of our products and proposed products
(such as marketing, safety, regulatory, patent, product liability,
supply, competition and other risks); our inability to predict when
or if our product candidates will be approved for marketing by the
U.S. Food and Drug Administration, European Medicines Agency, PRC
National Medical Products Administration, or other regulatory
authorities; our inability to enter into strategic partnerships for
the development, commercialization, manufacturing and distribution
of our proposed product candidates or future candidates; the risks
relating to the need for additional capital and the uncertainty of
securing additional funding on favorable terms; the risks
associated with our product candidates, and the risks associated
with our other early-stage products under development; the risk
that result in preclinical and clinical models are not necessarily
indicative of clinical results; uncertainties relating to
preclinical and clinical trials, including delays to the
commencement of such trials; our ability to protect our
intellectual property rights; the lack of success in the clinical
development of any of our products; and our dependence on third
parties; the risks related to our dependence on Juventas to conduct
the clinical development of and to partner with us to co-market
CNCT19; risks related to our dependence on Juventas to ensure the
patent protection and prosecution for CNCT19; risks relating to the
commercialization, if any, of our proposed products (such as
marketing, safety, regulatory, patent, product liability, supply,
competition and other risks); risks relating to interests of our
largest shareholder and our Chairman and CEO that differ from our
other shareholders; and risks related to the development of a new
manufacturing facility by CASI Pharmaceuticals (Wuxi) Co., Ltd.
Further information regarding these and other risks is included in
the Company's filings with the SEC. All information provided herein
is as of the date of this announcement, and the Company undertakes
no obligation to update any forward-looking statement, except as
required under applicable law.
COMPANY CONTACT:
Rui Zhang
CASI Pharmaceuticals, Inc.
240.864.2643
ir@casipharmaceuticals.com
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SOURCE CASI Pharmaceuticals