CASI Pharmaceuticals Announces Up to $20 Million Convertible Note Financing

Rhea-AI Summary

CASI Pharmaceuticals (NASDAQ:CASI) entered a private placement to issue up to $20 million in convertible notes to ETP Global III Fund LP controlled by Dr. Wei-Wu He to fund a Phase 1 study in renal allograft antibody-mediated rejection (AMR) in China and development of a high-concentration subcutaneous formulation of CID-103.

Notes will be issued in tranches, mature in 36 months, carry 12% annual interest, and are convertible into ordinary shares at a VWAP-based conversion price computed over five trading days, with a floor of $1 and cap of $2 per share; purchaser may convert from day 91 after issuance through maturity. Closings are subject to purchaser satisfaction with business and financial results and use of proceeds.

Positive

• Up to $20M committed to fund Phase 1 AMR study in China
• Financing targets development of subcutaneous formulation for CID-103
• Notes convertible into equity, preserving short-term cash flexibility

Negative

• High 12% annual interest increases cash servicing costs
• Conversion price floor/ceiling ($1–$2) may cause substantial dilution
• Funding is in tranches and conditional on purchaser satisfaction

Argus Dec 11 session

+10.85% close to close Open Argus

Details

News Market Reaction – CASI

In the Dec 11 session, CASI gained 10.85%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +10.8% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +10.8% in the session following this news. A strong positive reaction aligns with the company securing up to US $20 million in new funding after previously reporting $4.7M in cash and a $10.9M quarterly net loss. This financing could be viewed as extending runway for CID-103 programs following recent clinical updates. However, investors would need to weigh potential dilution from notes convertible between $1 and $2 per share and the company’s history of negative moves after prior announcements.

Key Figures

Convertible note size: US $20 million Note maturity: 36 months Coupon rate: 12% per annum +5 more

Convertible note size

US $20 million

Aggregate principal amount under new note purchase agreement

Note maturity

36 months

Term to maturity for each convertible note

Coupon rate

12% per annum

Interest on convertible notes from issuance date

Conversion price cap

US $2 per share

Maximum conversion price for ordinary shares

Conversion price floor

US $1 per share

Minimum conversion price for ordinary shares

3Q25 revenue

$3.1M

Third quarter 2025, down 60% year-over-year

3Q25 net loss

$10.9M

Net loss for the quarter ended September 30, 2025

Cash balance

$4.7M

Cash and cash equivalents as of September 30, 2025

Historical Context

5 past events · Latest: Dec 08

5 events

1. Dec 08

   Clinical trial update

   24h Move

   -3.1%

   Phase 1 interim CID-103 ITP data with 73% response and manageable safety.

2. Nov 19

   Governance change

   24h Move

   -0.8%

   Appointment of new Non-Executive Chairman and leadership transition on board.

3. Nov 14

   Earnings and update

   24h Move

   -5.6%

   3Q25 results with 60% revenue decline, net loss, low cash, Nasdaq issues.

4. Nov 10

   Nasdaq compliance

   24h Move

   +3.0%

   Nasdaq delisting determination for MVLS shortfall and subsequent appeal filing.

5. Nov 04

   Conference participation

   24h Move

   -4.3%

   Planned presentation and investor meetings highlighting CID-103 development focus.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible notes, volume weighted average closing price, monoclonal antibody, anti-CD38, +2 more

6 terms

convertible notes financial

"will issue and sell convertible notes in an aggregate principal amount"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

volume weighted average closing price financial

"at a conversion price of the volume weighted average closing price of the"

The volume weighted average closing price is the average of a security’s closing prices over a given period where each day’s closing price is weighted by the number of shares traded that day. It gives more influence to prices on days with heavier trading, so it reflects where most market activity actually occurred rather than treating every day equally. Investors use it as a more realistic benchmark for value, performance tracking, and to compare execution quality.

monoclonal antibody medical

"developing CID-103, an anti-CD38 monoclonal antibody, for patients"

A monoclonal antibody is a laboratory-made protein designed to recognize and attach to a specific target in the body, such as a disease-causing substance or cell. It functions like a highly precise lock-and-key tool, helping to treat or detect illnesses. For investors, companies developing monoclonal antibodies can represent promising opportunities in the healthcare sector, especially as these treatments often address unmet medical needs.

anti-CD38 medical

"developing CID-103, an anti-CD38 monoclonal antibody, for patients"

Anti-CD38 are targeted medicines—usually antibodies—that bind to the CD38 protein found on the surface of certain blood cells, marking those cells for immune attack or blocking signals that help them survive. Investors care because clinical trial results, safety data, or regulatory approval for anti-CD38 therapies can quickly change a drug developer’s revenue prospects and risk profile, much like a precise GPS guiding treatment to a specific cellular target.

renal allograft antibody-mediated rejection medical

"Phase 1 study in renal allograft anti-body-mediated rejection (AMR) in China"

Renal allograft antibody-mediated rejection occurs when a transplant recipient’s immune system makes antibodies that specifically attack a donated kidney, damaging its blood vessels and reducing function much like friendly fire on a newly installed part. For investors, it matters because the condition creates demand for diagnostics, drugs and new therapies, shapes clinical trial needs and regulatory risks, and influences treatment costs and long-term outcomes that affect commercial potential in transplant medicine.

subcutaneous formulation medical

"high concentration protein solution for subcutaneous formulation."

A subcutaneous formulation is a medicine prepared to be injected just under the skin, where it is absorbed into the body more slowly than an intravenous dose. For investors, this matters because subcutaneous versions often allow treatment at home or in a clinic instead of a hospital, improving patient convenience, lowering administration costs, expanding market access, and potentially increasing sales and competitive advantage compared with treatments that require more complex or frequent medical visits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

- Investment to Fund Phase 1 Study in Renal Allograft Antibody-Mediated Rejection (AMR) in China

SOUTH SAN FRANCISCO, CALIFORNIA / ACCESS Newswire / December 11, 2025 / CASI Pharmaceuticals, Inc. (NASDAQ:CASI, the "Company"), a clinical-stage biopharmaceutical company developing CID-103, an anti-CD38 monoclonal antibody, for patients with organ transplant rejection and autoimmune diseases, today announced that the Company has entered into a convertible note purchase agreement (the "Purchase Agreement") with ETP Global III Fund LP, a partnership controlled by Dr. Wei-Wu He (the "Purchaser"), pursuant to which the Company will issue and sell convertible notes in an aggregate principal amount of US $20 million to the Purchaser through a private placement. This investment is planned to provide runway to fund the Company through a Phase 1 study in China in renal allograft anti-body-mediated rejection (AMR) as well as development toward a stable, high concentration protein solution for subcutaneous formulation.

The sale of the convertible notes will be in tranches and subject to multiple closings with certain closing conditions, including Purchaser being satisfied with the business results and financials status of the Company and the use of proceeds upon each closing.

Each convertible note issued pursuant to the Purchase Agreement will mature in 36 months, bearing interest of 12% per annum from the issuance date. Upon maturity, each note may, at the Company's option, be convertible into ordinary shares of the Company, par value US $0.0001 per share (the "Shares"), at a conversion price of the volume weighted average closing price of the Company's Shares during the five consecutive trading days immediately preceding the maturity date. The Purchaser also has the right to convert each note into Shares at any time from and including the 91st day after the issuance thereof to and including the maturity date at a conversion price of the volume weighted average closing price of the Company's Shares during the five consecutive trading days immediately preceding the date of conversion notice by the Purchaser. In no event shall the conversion price be higher than US $2 per ordinary Share or lower than US $1 per Share.

About CASI Pharmaceuticals

CASI Pharmaceuticals, Inc. is a public biopharmaceutical company developing CID-103, an anti-CD38 monoclonal antibody for organ transplant rejection and autoimmune diseases.

CID-103 is a fully human IgG1, potentially best-in-class, clinical stage, anti-CD38 monoclonal antibody which targets a unique epitope and has demonstrated an encouraging pre-clinical efficacy and clinical safety profile compared to other anti-CD38 monoclonal antibodies, and for which CASI owns exclusive global rights. CASI received FDA IND clearance to conduct a Phase 1 study in renal allograft antibody-mediated rejection (AMR) in the U.S. In parallel, CASI is actively recruiting and dosing patients in an ongoing Phase 1 study in immune thrombocytopenia (ITP). In addition, CASI is assessing multiple technologies for development of a stable, high concentration protein solution for subcutaneous formulation.

More information on CASI is available at www.casipharmaceuticals.com.

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 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: uncertainties related to the issuance, repayment or conversion of the notes pursuant to the terms of the note purchase agreement and the notes; uncertainties related to the possibility that the transaction for the divestiture of certain assets in China (the "Transaction") will not occur as planned if events arise that result in the termination of the Equity and Assets Transfer Agreement, or if one or more of the various closing conditions to the Transaction are not satisfied or waived; the possibility that our plan with respect to our business operations after the consummation of the Transaction can be implemented successfully; our recurring operating losses have raised substantial doubt regarding our ability to continue as a going concern; 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 receive approval for renewal of license of our existing products; 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 CNCT19 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; the risk related to the Company's ongoing development of and regulatory application for CID-103 with respect to the treatment of antibody-mediated rejection for organ transplant and the license arrangements of CID-103; risks relating to interests of our largest shareholder and our Chairman that differ from our other shareholders; risks related to the development of a new manufacturing facility by CASI Pharmaceuticals (Wuxi) Co., Ltd. and risks related to our disagreement with Acrotech with respect to the termination of agreements regarding EVOMELA^®. 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. We caution readers not to place undue reliance on any forward-looking statements contained herein.

EVOMELA^® is proprietary to Acrotech Biopharma Inc. and its affiliates. FOLOTYN^® is proprietary to Acrotech Biopharma Inc and its affiliates. The Company is currently involved in disputes and legal proceedings related to certain pipeline products, including EVOMELA^® and CNCT-19. Please refer to the Company's earlier SEC filing for further information.

COMPANY CONTACT:

Ingrid Choong, PhD
650-619-6115
ingridc@casipharmaceuticals.com

SOURCE: CASI Pharmaceuticals

View the original press release on ACCESS Newswire

FAQ

How much financing did CASI (NASDAQ:CASI) announce on December 11, 2025?

CASI announced a private placement of convertible notes for up to $20 million.

What will the CASI convertible notes fund for CID-103?

The proceeds are planned to fund a Phase 1 renal allograft AMR study in China and subcutaneous formulation development.

What are the key terms of the CASI convertible notes (maturity, interest, conversion)?

Notes mature in 36 months, bear 12% annual interest, and are convertible at a VWAP-based price with a $1 floor and $2 cap.

When can the purchaser convert CASI notes into shares?

The purchaser can convert from the 91st day after issuance through the maturity date; the company may convert at maturity.

Are CASI's note closings guaranteed immediately?

No; sales occur in tranches with multiple closings subject to purchaser satisfaction with business, financials, and use of proceeds.