Item 1.01 Entry into a Material Definitive Agreement.
Common Stock Sales Agreement
On February 23, 2018,
CASI Pharmaceuticals, Inc. (“CASI” or “Company”), entered into a Common Stock Sales Agreement (the “Sales
Agreement”) with H.C. Wainwright & Co., LLC (“HCW”). Pursuant to the terms of the Sales Agreement, the Company
may sell from time to time, at its option, shares of the Company’s common stock, par value $0.01 per share (“Common
Stock”), through HCW, as sales agent, with an aggregate sales price of up to $25 million (the “Shares”).
Any sales of Shares
pursuant to the Sales Agreement will be made under the Company’s effective “shelf” registration statement (the
“Registration Statement”) on Form S-3 (File No. 333-222046) which became effective on December 22, 2017 and the related
prospectus supplement and the accompanying prospectus, as filed with the Securities and Exchange Commission (the “SEC”)
on February 23, 2018.
Under the terms of
the Sales Agreement, the Company may sell shares of its common stock through HCW by any method permitted that is deemed an “at
the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
HCW will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Company’s common
stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters
or conditions the Company may impose). Actual sales will depend on a variety of factors to be determined by the Company from time
to time, including (among others) market conditions, the trading price of the Company’s common stock, capital needs and determinations
by the Company of the appropriate sources of funding for the Company. The Company is not obligated to make any sales of common
stock under the Sales Agreement and the Company cannot provide any assurances that it will issue any shares pursuant to the Sales
Agreement. The Company will pay a commission rate of up to 3.0% of the gross sales price per share sold and agreed to reimburse
HCW for certain specified expenses, including the fees and disbursements of its legal counsel in an amount not to exceed $50,000
and have agreed to reimburse HCW an amount not to exceed $2,500 per quarter during the term of the Sales Agreement for legal fees
to be incurred by HCW. The Company has also agreed pursuant to the Sales Agreement to provide HCW with customary indemnification
and contribution rights.
The Company or HCW
upon notice to the other, may suspend the offering of the Shares under the Sales Agreement at any time. The offering of the Shares
pursuant to the Sales Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $25 million, or
sooner if either the Company or HCW terminate the Sales Agreement pursuant to its terms.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a
copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Sales Agreement
is also incorporated by reference into the Registration Statement.
A copy of the opinion
of Arnold & Porter Kaye Scholer LLP relating to the legality of the shares of Common Stock issuable under the Sales Agreement,
is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.
The above disclosure
shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be
any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
The representations,
warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties
to the Sales Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from
what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Sales Agreement, which subsequent information may
or may not be fully reflected in public disclosures.