Take-private offer values CASI (NASDAQ: CASI) at US$1.15 per share

Rhea-AI Filing Summary

CASI Pharmaceuticals’ major shareholder Wei-Wu He, Ph.D. and affiliated entities have updated their Schedule 13D to reflect a go-private proposal. The reporting persons collectively beneficially own 3,965,535 ordinary shares, or 19.1% of CASI’s ordinary shares, based on 20,555,873 shares outstanding as of January 8, 2026.

Dr. He submitted an updated preliminary non-binding proposal on January 9, 2026 to acquire, through an acquisition vehicle, all 16,810,338 ordinary shares not held by the reporting persons plus 1,000,000 ordinary shares underlying pre-funded warrants (the “Publicly Held Shares”) for US$1.15 per share in cash, totaling approximately US$20.5 million. The price represents a 30% premium to the average closing price over the last 30 trading days. If completed, CASI’s ordinary shares would be delisted from Nasdaq and registration could be terminated under Section 12(g)(4). The proposal would be financed with a combination of debt and equity, with existing reporting shareholders rolling over their equity.

Positive

• Go-private cash proposal at premium: Updated non-binding offer to acquire all publicly held shares at US$1.15 per share, a stated 30% premium to the 30-day average closing price.

Negative

• Potential loss of listing and liquidity: If the proposal is completed, CASI ordinary shares would be delisted from Nasdaq and registration could be terminated under Section 12(g)(4).

Insights

Equity analyst

Large holder proposes US$1.15-per-share cash take-private at a 30% premium.

Wei-Wu He, Ph.D. and affiliated entities report beneficial ownership of 3,965,535 CASI ordinary shares, or 19.1% of the class, including 220,000 shares issuable upon option exercise and shares held via related entities. This filing updates their position and discloses a new transaction proposal.

On January 9, 2026, Dr. He submitted an updated preliminary non-binding proposal to acquire, through an acquisition vehicle, all 16,810,338 ordinary shares not held by the reporting persons plus 1,000,000 shares underlying pre-funded warrants for US$1.15 per share in cash, for about US$20.5 million. The stated price is a 30% premium to the average closing price over the last 30 trading days.

If the proposal leads to a definitive agreement and closes, CASI’s ordinary shares would become eligible for termination of registration under Section 12(g)(4) and be delisted from the Nasdaq Stock Market, shifting holders from a listed security to a privately held structure. The proposal is described as preliminary and non-binding and would be subject to customary conditions, including shareholder approval, so its completion depends on future negotiations and approvals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

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,, CHAOYANG DISTRICT
BEIJING, F4, 100025
86-13811978541

Deanna Qian
1701-1702, CHINA CENTRAL OFFICE TOWER 1,, CHAOYANG DISTRICT
BEIJING, F4, 100025
86-18601088546

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

01/09/2026

(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).

SCHEDULE 13D

CUSIP No. 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 2,130,550.00
8	Shared Voting Power 1,834,985.00
9	Sole Dispositive Power 2,130,550.00
10	Shared Dispositive Power 1,834,985.00

11

Aggregate amount beneficially owned by each reporting person

3,965,535.00

12

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

13

Percent of class represented by amount in Row (11)

19.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 220,000 shares issuable upon the exercise of options. 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 No. 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 No. 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 1,097,341.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,097,341.00

11

Aggregate amount beneficially owned by each reporting person

1,097,341.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 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 No. 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 No. 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

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, CHAOYANG DISTRICT, BEIJING, CHINA , 100025.
Item 1 Comment: This Amendment No. 11 (the "Amendment No. 11") 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"), and Amendment No. 10 filed with the SEC on December 18, 2025 (the "Amendment No. 10" and together with Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10, collectively, the "Amendments"). The Schedule 13D and the Amendments were filed by ETP Global Fund L.P., a Delaware limited partnership ("ETP Global"), 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 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 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, the Reporting Persons anticipate that, if to acquire all of the 16,810,338 ordinary shares outstanding and not currently held by the Reporting Persons and 1,000,000 ordinary shares underlying pre-funded warrants (the "Publicly Held Shares") at the price of US$1.15 per ordinary share set forth in the Proposal, an aggregate amount of approximately US$20.5 million will be used. It is anticipated that the funding for the proposed transaction will be provided by a combination of debt and equity, and that Reporting Persons as existing shareholders of the Company will roll over their equity interests in the Company to the Acquisition Vehicle.
Item 4.	Purpose of Transaction
	On January 7, 2026, Dr. Wei-Wu He submitted a preliminary non-binding proposal letter to the Company's board of directors. In the Proposal Letter, Dr. Wei-Wu He proposed to acquire through an acquisition vehicle (the "Acquisition Vehicle") to be formed by him, all of the Publicly Held Shares for US$1.11 per share in cash. In connection with the Proposal, Dr. He also noted that he is willing to consider a PIPE financing of US$20 million at US$1.00 per Ordinary Share as an alternative if the Company is not considering the Proposal, to fund the Company's future financial needs. On January 9, 2026, Dr. Wei-Wu He submitted an updated preliminary non-binding proposal letter (the "Proposal Letter") to the Company's board of directors. In the Proposal Letter, Dr. He noted that in light of newly available information, he proposed to acquire through the Acquisition Vehicle all of the Publicly Held Shares for US$1.15 per share in cash (the "Proposal"). Dr. He also noted that due to the change of the circumstances, he will not consider any PIPE financing transaction as an alternative. The proposed price represents a premium of 30% to the average closing price during the last 30 trading days. If the transactions contemplated by the Proposal are completed, the Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the Nasdaq Stock Market. Dr. He intends to finance the transactions contemplated by the Proposal through a combination of debt and equity. Any definitive agreement entered into in connection with the transactions contemplated by the Proposal is likely to be subject to customary closing conditions, including approval by the Company's shareholders of the terms of the Proposal. The descriptions of the Proposal in this Amendment No. 11 are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit C and incorporated herein by reference in its entirety. Except as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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 January 8, 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 Non-binding Proposal Letter from Dr. Wei-Wu He to the Company's board of directors, dated January 7, 2026 Exhibit C Updated Non-binding Proposal Letter from Dr. Wei-Wu He to the Company's board of directors, dated January 9, 2026

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:	01/09/2026

HUIYING MEMORIAL FOUNDATION

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./President
Date:	01/09/2026

EMERGING TECHNOLOGY PARTNERS, LLC

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/09/2026

ETP Global Fund L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	01/09/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/09/2026

ETP BIOHEALTH III FUND, L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	01/09/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/09/2026

HE Family GRAT

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./Trustee
Date:	01/09/2026

FAQ

What transaction did Wei-Wu He propose for CASI (CASI)?

Dr. Wei-Wu He submitted an updated preliminary non-binding proposal to acquire, through an acquisition vehicle, all publicly held CASI ordinary shares and 1,000,000 shares underlying pre-funded warrants for US$1.15 per share in cash.

What premium does the CASI US$1.15 per share offer represent?

The proposed purchase price of US$1.15 per CASI ordinary share represents a 30% premium to the average closing price during the last 30 trading days.

How many CASI shares do the reporting persons currently beneficially own?

The reporting persons collectively beneficially own 3,965,535 CASI ordinary shares, representing 19.1% of the outstanding ordinary shares based on 20,555,873 shares outstanding as of January 8, 2026.

What would happen to CASI’s Nasdaq listing if the proposal is completed?

If the transactions contemplated by the proposal are completed, CASI’s ordinary shares would be delisted from the Nasdaq Stock Market and could have their registration terminated under Section 12(g)(4).

How will the proposed CASI take-private transaction be financed?

The filing states that Dr. He intends to finance the proposed acquisition through a combination of debt and equity, with reporting persons as existing shareholders rolling over their equity interests into the acquisition vehicle.

Is the CASI US$1.15 per share proposal binding at this stage?

No. The filing describes the updated proposal letter as a preliminary non-binding proposal, with any definitive agreement expected to be subject to customary closing conditions, including shareholder approval.

How many CASI shares are targeted in the proposal?

The proposal targets all 16,810,338 ordinary shares outstanding and not currently held by the reporting persons plus 1,000,000 ordinary shares underlying pre-funded warrants, defined as the Publicly Held Shares.