Current Report Filing (8-k)
January 26 2018 - 5:12PM
Edgar (US Regulatory)
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 26, 2018
CASI PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in
its Charter)
DELAWARE
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0-20713
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58-1959440
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 1.01. Entry into a
Material Definitive Agreement.
On January 26, 2018,
CASI Pharmaceuticals, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
by and between the Company and Sandoz Inc. (“Sandoz”), pursuant to which the Company acquired a portfolio of 25 U.S.
FDA-approved abbreviated new drug applications (ANDAs), 1 ANDA that FDA tentatively approved, 3 ANDAs that are pending FDA approval,
and manufacturing and other information related to the products (the “Assets”). The purchase of the Assets closed simultaneously
with the execution of the Asset Purchase Agreement.
Pursuant to the Asset
Purchase Agreement, the purchase price for the Assets was $18 million in cash paid at closing. The Asset Purchase Agreement contains
customary representations, warranties, covenants and indemnification provisions.
Item 2.01. Completion of
Acquisition or Disposition of Assets
On January 26, 2018,
pursuant to the Asset Purchase Agreement described in Item 1.01, the Company completed the acquisition of the Assets from Sandoz.
The information disclosed in response to Item 1.01 is incorporated herein by reference. In connection with the closing of the acquisition,
and pursuant to an agreement between the Company and Beijing Zhi He Kang Dao Biotechnology Co. Ltd., the Company will pay a closing
fee equal to 3.5% of the purchase price for services in connection with the identification of the opportunity, performing China
due diligence and market research, and the implementation and strategic planning of the transaction.
Item 8.01. Other Events
On January 26, 2018, the Company issued
a press release announcing the purchase of the Assets. A copy of the press release is furnished as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
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CASI PHARMACEUTICALS, INC.
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/s/ Cynthia W. Hu
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Cynthia W. Hu
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COO & General Counsel
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Date: January 26, 2018
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