UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2025
Commission File Number 001-41666
CASI PHARMACEUTICALS, INC.
(Translation of registrant’s name into English)
1701-1702, China Central Office Tower 1
No. 81 Jianguo Road, Chaoyang District
Beijing, 100025
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
INCORPORATION BY REFERENCE
The information included in this Report on Form
6-K is hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File No. 333-283998 and No. 333-281621)
(including any prospectuses forming a part of such registration statement) and is to be a part thereof from the date on which this Report
on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
CASI Announces Closing of the First Tranche
of Convertible Notes
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 reported that the Company completed the issuance of the first tranche of
its US$20 million convertible note financing pursuant to certain convertible note purchase agreement (the “Purchase Agreement”)
with ETP Global III Fund LP, a partnership controlled by Dr. Wei-Wu He (the “Purchaser”).
A convertible note with a principal amount of
US$5 million has been issued to the Purchaser. Such note will mature in 36 months, bearing interest of 12% per annum from the issuance
date. Upon maturity, such 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 such
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.
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. 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.
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, thereunto
duly authorized.
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CASI Pharmaceuticals, Inc. |
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By: |
/s/ David Cory |
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Name: |
David Cory |
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Title: |
CEO |
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| Date: December 30, 2025 |
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