CASI Pharmaceuticals (NASDAQ: CASI) issues US$5M 12% convertible note

Rhea-AI Filing Summary

CASI Pharmaceuticals reported closing the third tranche of its previously announced US$20 million convertible note financing with ETP Global III Fund LP, controlled by Dr. Wei-Wu He. In this tranche, CASI issued a US$5 million convertible note maturing in 36 months and bearing 12% annual interest.

At maturity, CASI may choose to convert the note into ordinary shares at the volume weighted average closing price over the five trading days before maturity. The purchaser can also convert from the 91st day after issuance until maturity, using a similar five-day volume weighted average, with the conversion price capped at US$2 and floored at US$1 per share.

Insights

Capital structure and biotech financing analyst

CASI secures US$5M via a high-interest, capped-price convertible note.

CASI Pharmaceuticals has completed the third tranche of its planned US$20 million convertible note financing, issuing a US$5 million note to ETP Global III Fund LP. The note carries a relatively high 12% annual interest rate and a 36‑month maturity, reflecting both the need for funding and typical risk pricing for clinical-stage biopharma.

The conversion terms link into equity via a volume weighted average price mechanism, with a floor of US$1 and a cap of US$2 per share. This structure limits extreme dilution from very low share prices while still allowing debt to convert into equity if prices remain within that band. Actual dilution and cash cost will depend on future share prices and whether CASI or the purchaser exercises conversion rights between the 91st day after issuance and maturity.

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 February, 2026

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 Third 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 third 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.

	CASI Pharmaceuticals, Inc.
	By:	/s/ David Cory
	Name:	David Cory
	Title:	CEO
Date: February 20, 2026

FAQ

What financing did CASI Pharmaceuticals (CASI) announce in this Form 6-K?

CASI Pharmaceuticals announced completion of the third tranche of a US$20 million convertible note financing. In this tranche, it issued a US$5 million convertible note to ETP Global III Fund LP, providing additional funding under previously arranged terms.

What are the key terms of CASI Pharmaceuticals' new US$5 million convertible note?

The new CASI note has a principal amount of US$5 million, matures in 36 months, and bears 12% annual interest. It can be converted into ordinary shares using a five-day volume weighted average price, within a US$1 to US$2 per share conversion range.

When can the CASI Pharmaceuticals (CASI) purchaser convert the new note into shares?

The purchaser may convert the note into CASI ordinary shares any time from the 91st day after issuance through the maturity date. The conversion price uses the five-day volume weighted average closing price before the purchaser’s conversion notice, bounded between US$1 and US$2.

Does CASI Pharmaceuticals have the option to convert the note at maturity?

Yes. At maturity, CASI may choose to convert the US$5 million note into ordinary shares. The conversion price is based on the volume weighted average closing price over the five trading days immediately before maturity, subject to the US$1 to US$2 per share limits.

Who is the investor in CASI Pharmaceuticals' third tranche of convertible notes?

The investor is ETP Global III Fund LP, described as a partnership controlled by Dr. Wei-Wu He. This fund is the purchaser under the convertible note purchase agreement supporting CASI’s total US$20 million convertible note financing.

What interest rate applies to CASI Pharmaceuticals' newly issued convertible note?

The US$5 million CASI convertible note bears interest at 12% per annum from its issuance date. This interest continues until maturity or earlier conversion into ordinary shares under the terms set out in the note purchase agreement.