CASI Pharmaceuticals (CASI) holder reports 58.8% stake and $5M note

Rhea-AI Filing Summary

CASI Pharmaceuticals’ major shareholder updates its ownership and financing details. Wei-Wu He, Ph.D. and affiliated entities report beneficial ownership of 23,985,535 Ordinary Shares, representing 58.8% of the class, based on 20,555,873 shares outstanding as of May 15, 2026.

The filing reflects multiple holdings, including options and several convertible notes. On April 17, 2026, ETP Global III Fund L.P. purchased a new US$5 million convertible note, the fourth tranche of a US$20 million financing. This note can convert into Ordinary Shares between US$1 and US$2 per share, with the beneficial ownership calculation assuming a US$1 conversion price and including shares acquirable within 60 days.

Insights

Equity ownership and financing analyst

CASI’s lead investor discloses a controlling stake and adds a $5M convertible note.

The Amendment No. 15 to the Schedule 13D shows Wei-Wu He and related entities beneficially owning 23,985,535 CASI Ordinary Shares, or 58.8% of the class, giving this group clear control influence.

The update also records a new US$5 million convertible note bought by ETP Global III Fund L.P. on April 17, 2026, as the fourth tranche of a US$20 million financing. The note converts between US$1 and US$2 per share, with current ownership figures assuming conversion at US$1.

The filing indicates that beneficial ownership includes Ordinary Shares the group can acquire within 60 days through conversion of this note and earlier tranches. Future conversions would increase the absolute share count held, while the reported percentage is tied to 20,555,873 shares outstanding as of May 15, 2026.

Key Figures

Beneficial ownership: 23,985,535 Ordinary Shares Ownership percentage: 58.8% Shares outstanding: 20,555,873 Ordinary Shares +5 more

8 metrics

Beneficial ownership 23,985,535 Ordinary Shares Aggregate beneficially owned by reporting persons

Ownership percentage 58.8% Percent of CASI Ordinary Shares beneficially owned

Shares outstanding 20,555,873 Ordinary Shares Outstanding as of May 15, 2026

New convertible note tranche US$5 million principal Note purchased April 17, 2026 by ETP Global III Fund L.P.

Total convertible note facility US$20 million CASI convertible note financing with ETP Global III

Conversion price range US$1–US$2 per share Permitted conversion price band for the April 17, 2026 note

ETP Global III stake 20,000,000 Ordinary Shares Beneficially owned, representing 49.3% of class

Emerging Technology Partners stake 21,097,341 Ordinary Shares Beneficially owned, representing 52.0% of class

Key Terms

convertible note, beneficial ownership, grantor retained annuity trust, volume weighted average closing price, +2 more

6 terms

convertible note financial

"purchased a convertible note with the principal amount of US$5 million as the fourth tranche of the Issuer's US$20 million convertible note financing"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

beneficial ownership financial

"The beneficial ownership reported hereof included Ordinary Shares that the reporting person has the right to acquire within 60 days"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

grantor retained annuity trust financial

"HE Family GRAT, a grantor retained annuity trust organized under the law of Nevada"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

volume weighted average closing price financial

"at a conversion price of the volume weighted average closing price of the Company's Ordinary Shares during the five consecutive trading days"

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.

Rule 12g-3 regulatory

"is the successor issuer pursuant to Rule 12g-3 under the Exchange Act to CASI DE after certain redomicile merger"

Schedule 13D regulatory

"This Amendment No. 15 amends and supplements the original filed with the Securities and Exchange Commission on January 12, 2018"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

CASI Pharmaceuticals, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G1933S101

(CUSIP Number)

Rebecca Gao
1701-1702, CHINA CENTRAL OFFICE TOWER 1,, NO. 81 JIANGUO ROAD, CHAOYANG DISTRICT
BEIJING, F4, 100025
86-13811978541

Deanna Qian
1701-1702, CHINA CENTRAL OFFICE TOWER 1,, NO. 81 JIANGUO ROAD, CHAOYANG DISTRICT
BEIJING, F4, 100025
86-18601088546

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

WEI-WU HE, Ph.D.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,150,550.00
8	Shared Voting Power 21,834,985.00
9	Sole Dispositive Power 2,150,550.00
10	Shared Dispositive Power 21,834,985.00

11

Aggregate amount beneficially owned by each reporting person

23,985,535.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

58.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 240,000 shares issuable upon the exercise of options. (2) Includes 5,000,000 shares issuable upon the conversion of a convertible note, dated December 27, 2025, 5,000,000 shares issuable upon the conversion of a convertible note, dated January 09, 2026, 5,000,000 shares issuable upon the conversion of a convertible note, dated February 19, 2026 and 5,000,000 shares issuable upon the conversion of a convertible note, dated April 17, 2026, respectively, within 60 days. (3) Includes the 637,644 shares reported by Huiying Memorial Foundation, a 501(c)(3) private family foundation. Although the Board of Trustees of Huiying Memorial Foundation consists of the three members, including the Reporting Person and a family member of the Reporting Person, and the Reporting Person is an officer of the Huiying Memorial Foundation, the Reporting Person does not participate in the investment decisions of the Foundation with respect to the Issuer's shares. Reporting Person disclaims beneficial ownership of Huiying Memorial Foundation's shares of Issuer. The inclusion of the 637,644 shares is not an admission that the Reporting Person is the beneficial owner of such shares for any purpose.

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

HUIYING MEMORIAL FOUNDATION

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 637,644.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 637,644.00

11

Aggregate amount beneficially owned by each reporting person

637,644.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

EMERGING TECHNOLOGY PARTNERS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 21,097,341.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,097,341.00

11

Aggregate amount beneficially owned by each reporting person

21,097,341.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

52.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

ETP Global Fund L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 753,234.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 753,234.00

11

Aggregate amount beneficially owned by each reporting person

753,234.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

ETP BIOHEALTH III FUND, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 300,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 300,000.00

11

Aggregate amount beneficially owned by each reporting person

300,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

HE Family GRAT

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100,000.00

11

Aggregate amount beneficially owned by each reporting person

100,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): G1933S101

1

Name of reporting person

ETP Global III Fund L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,000,000.00

11

Aggregate amount beneficially owned by each reporting person

20,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: CASI Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1701-1702, CHINA CENTRAL OFFICE TOWER 1, NO. 81 JIANGUO ROAD, CHAOYANG DISTRICT, BEIJING, CHINA , 100025.
Item 1 Comment: This Amendment No. 15 (the "Amendment No. 15") amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission on January 12, 2018 (the "Schedule 13D") as amended by Amendment No. 1 to the Schedule 13D filed on April 4, 2018 (the "Amendment No. 1"), Amendment No. 2 filed with the SEC on March 24, 2020 (the "Amendment No. 2"), Amendment No. 3 filed with the SEC on July 29, 2020 (the "Amendment No. 3"), Amendment No. 4 filed with the SEC on February 3, 2021 (the "Amendment No. 4"), Amendment No 5 filed with the SEC on November 23, 2021 (the "Amendment No. 5"), Amendment No. 6 filed with the SEC on June 21, 2022 (the "Amendment No. 6"), Amendment No. 7 filed with the SEC on April 18, 2023 (the "Amendment No. 7"), Amendment No. 8 filed with the SEC on August 12, 2024 (the "Amendment No. 8"), Amendment No. 9 filed with the SEC on June 20, 2025 (the "Amendment No. 9"), Amendment No. 10 filed with the SEC on December 18, 2025 (the "Amendment No. 10"), Amendment No. 11 filed with the SEC on January 9, 2026 (the "Amendment No. 11"), Amendment No. 12 filed with the SEC on January 29, 2026 (the "Amendment No. 12"), Amendment No. 13 filed with the SEC on February 10, 2026 (the "Amendment No. 13"), and Amendment No. 14 filed with the SEC on March 23, 2026 (the "Amendment No. 14" and together with Amendments No. 1 to No. 13, collectively, the "Amendments"). The Schedule 13D and the Amendments were filed by ETP Global Fund L.P., a Delaware limited partnership ("ETP Global"), ETP Global III Fund L.P., a Delaware limited partnership ("ETP Global III"), ETP BioHealth III Fund, L.P., a Delaware limited partnership ("ETP BioHealth"), Emerging Technology Partners, LLC, a Delaware limited liability company ("ETP"), as the general partner of ETP Global, ETP Global III and ETP BioHealth, HE Family GRAT, a grantor retained annuity trust organized under the law of Nevada and Wei-Wu He, Ph.D., as founder and managing partner of each of ETP, ETP Global, ETP Global III and ETP BioHealth, and trustee of HE Family GRAT. Each of the foregoing, as well as Huiying Memorial Foundation, a 501(c)(3) private family foundation (the "Foundation"), is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The Schedule 13D and the Amendments were filed with respect to the shares of common stock, $.01 par value per share of CASI Pharmaceuticals, Inc., a Delaware corporation ("CASI DE"). CASI Pharmaceuticals, Inc. (formerly known as CASI Pharmaceuticals Holdings, Inc., the "Issuer"), an exempted company incorporated under the laws of Cayman Islands, is the successor issuer pursuant to Rule 12g-3 under the Exchange Act to CASI DE after certain redomicile merger (the "Redomicile Merger"), and the Schedule 13D now relates to the Issuer's ordinary shares, par value $0.0001 per share (the "Ordinary Shares"). Except as amended hereby and by the Amendments, the disclosure in the Schedule 13D remains in effect.
Item 3.	Source and Amount of Funds or Other Consideration
	As described in Item 4 below, on April 17, 2026, ETP Global III Fund L.P. purchased a convertible note with a principal amount of US$5 million using its working capital pursuant to certain Note Purchase Agreement between ETP Global III Fund L.P. and the Issuer dated December 11, 2025.
Item 4.	Purpose of Transaction
	On April 17, 2026, ETP Global III Fund L.P. purchased a convertible note with the principal amount of US$5 million as the fourth tranche of the Issuer's US$20 million convertible note financing pursuant to certain convertible note purchase agreement (the "Purchase Agreement") between ETP Global III Fund L.P. and the Issuer dated December 11, 2025. A convertible note with a principal amount of US$5 million has been issued to the Purchaser on the same date (the "Convertible Note"). The Purchaser has the right to convert such note into the Company's ordinary shares, par value US$0.0001 per share (the "Ordinary 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 Ordinary Shares during the five consecutive trading days immediately preceding the date of conversion notice by ETP Global III Fund L.P. In no event shall the conversion price be higher than US $2 per Ordinary Share or lower than US $1 per Ordinary Share. The descriptions of the Convertible Note are qualified in their entirety by reference to the Convertible Note itself, a copy of which is attached hereto as Exhibit B and incorporated hereby by reference in its entirety. The beneficial ownership reported hereof included Ordinary Shares that the reporting person has the right to acquire within 60 days, through the conversion of such Convertible Note, with an assumed conversion price of US $1, given consideration of the average volume-weighted closing price of the Company's Ordinary Shares of US$0.15 for the last five trading days.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each Reporting Person. The percentage used in this Schedule 13D is calculated based upon 20,555,873 Ordinary Shares outstanding as of May 15, 2026.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	See Item 4, Purpose of Transaction.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety. To the best knowledge of the Reporting Persons, except as provided herein and disclosed before, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement by and among ETP Global Fund LP, Emerging Technology Partners LLC, ETP BioHealth III Fund, LP, HE Family GRAT and Wei-Wu He, Ph.D. dated April 18, 2023. Exhibit B Convertible Note, dated April 17, 2026, issued to ETP Global III Fund L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WEI-WU HE, Ph.D.

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D.
Date:	05/18/2026

HUIYING MEMORIAL FOUNDATION

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./President
Date:	05/18/2026

EMERGING TECHNOLOGY PARTNERS, LLC

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	05/18/2026

ETP Global Fund L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	05/18/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	05/18/2026

ETP BIOHEALTH III FUND, L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	05/18/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	05/18/2026

HE Family GRAT

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./Trustee
Date:	05/18/2026

ETP Global III Fund L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	05/18/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	05/18/2026

FAQ

What does CASI (CASI) disclose in Amendment No. 15 to its Schedule 13D?

The amendment reports updated beneficial ownership of CASI Pharmaceuticals’ Ordinary Shares by Wei-Wu He, Ph.D. and affiliated entities, plus details of a new US$5 million convertible note financing tranche and how these instruments factor into the group’s reported ownership percentage.

How many CASI (CASI) shares does Wei-Wu He and affiliates beneficially own?

They report beneficial ownership of 23,985,535 CASI Ordinary Shares, representing 58.8% of the class. This figure includes existing holdings, options, and shares that can be acquired within 60 days through conversion of several CASI convertible notes disclosed in the filing.

What are the key terms of CASI’s new US$5 million convertible note?

On April 17, 2026, ETP Global III Fund L.P. purchased a US$5 million CASI convertible note. It converts into Ordinary Shares at the five-day volume-weighted average price, but not above US$2 or below US$1 per share, with conversion allowed from the 91st day after issuance.

How is the 58.8% CASI (CASI) ownership percentage calculated in the filing?

The 58.8% figure is based on 23,985,535 Ordinary Shares beneficially owned versus 20,555,873 Ordinary Shares outstanding as of May 15, 2026. It includes shares currently held and those acquirable within 60 days through conversion of specified CASI convertible notes and options.

What role does Huiying Memorial Foundation play in CASI (CASI) ownership?

Huiying Memorial Foundation reports beneficial ownership of 637,644 CASI Ordinary Shares, or 3.1% of the class. The filing notes Wei-Wu He is involved with the foundation but disclaims beneficial ownership of its CASI shares, despite including them in aggregate reporting for completeness.

What total size is CASI’s disclosed convertible note financing with ETP Global III?

The filing describes a US$20 million CASI convertible note financing with ETP Global III Fund L.P., issued in four US$5 million tranches. The latest note was purchased on April 17, 2026, and each tranche can convert into Ordinary Shares within specified price and timing parameters.