IDG-Accel group in CASI (NASDAQ: CASI) drops below 5% stake
CASI Pharmaceuticals’ major shareholders updated their ownership disclosure in this Amendment No. 7 to Schedule 13D. The IDG-Accel affiliated funds and related reporting persons collectively report beneficial ownership of 915,850 CASI ordinary shares, representing 4.5% of the 20,548,273 ordinary shares outstanding as of September 30, 2025. Individual reporting person Quan Zhou reports beneficial ownership of 992,638 ordinary shares, or 4.8%, including 76,788 shares issuable upon option exercise. The amendment states that each reporting person ceased to be the beneficial owner of more than five percent of CASI’s ordinary shares on September 30, 2025, primarily due to an increase in the company’s total shares outstanding. The filers also note they have not engaged in transactions in CASI securities during the past sixty days and include detailed allocations of sole and shared voting and dispositive powers among the IDG-Accel entities and the two individuals.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
CASI Pharmaceuticals, Inc. (Name of Issuer) |
Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
G1933S101 (CUSIP Number) |
Chi Sing Ho IDG Capital Management (HK) Company Ltd, 99 Queen's Road, Central Hong Kong, K3, 00000 852-3903 1333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China Growth Fund III 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China III Investors 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China Growth Fund III Associates 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
IDG-Accel China Growth Fund GP III Associates Ltd. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
Ho Chi Sing | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
915,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | G1933S101 |
| 1 |
Name of reporting person
Zhou Quan | ||||||||
| 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)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
992,638.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.0001 per share | |
| (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. 7 amends the Statement on Schedule 13D dated January 30, 2012 as amended by Amendment No. 1 dated February 2, 2012, Amendment No. 2 dated June 11, 2012, Amendment No. 3 dated March 6, 2013, Amendment No. 4 dated March 20, 2018, Amendment No. 5 dated February 21, 2023 and Amendment No. 6 dated February 3, 2025 (as so amended, the "Original Schedule 13D") and is being filed to reflect changes in the percentage of Ordinary Shares beneficially owned by the Reporting Persons due to increase in the amount of total issued and outstanding Ordinary Shares of the Issuer over time. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D, unless defined herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person is set forth on the cover pages to this Statement on Schedule 13D and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on a total of 20,548,273 Ordinary Shares of the Issuer outstanding as of September 30, 2025, as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2025. The Reporting Persons disclaim membership in any "group" with any person other than the Reporting Persons. The filing of this Statement on Schedule 13D by the Reporting Persons shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the Ordinary Shares covered in this Statement on Schedule 13D, and the Reporting Persons expressly disclaim such beneficial ownership. | |
| (b) | Item 5(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
For each Reporting Person, the number of the Ordinary Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on the cover pages to this Statement on Schedule 13D, and are incorporated herein by reference. | |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
None of the Reporting Persons has engaged in any transactions in the Issuer's securities during the past sixty days other than as disclosed herein. | |
| (e) | Item 5(e) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares of the Issuer on September 30, 2025. | |
| 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.
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FAQ
What does this Schedule 13D/A Amendment No. 7 disclose for CASI (CASI)?
This amendment updates the ownership report of IDG-Accel affiliated funds and individuals in CASI Pharmaceuticals, Inc.. It reflects changes in their percentage ownership caused by an increase in CASI’s total outstanding ordinary shares over time and confirms that each reporting person is now below the five percent beneficial ownership threshold as of September 30, 2025.
How many CASI ordinary shares do the IDG-Accel reporting persons beneficially own?
The IDG-Accel funds and related entities report beneficial ownership of 915,850 CASI ordinary shares. This total includes 855,222 ordinary shares held by IDG-Accel China Growth Fund III L.P. and 60,628 ordinary shares held by IDG-Accel China III Investors L.P., with indirect voting and dispositive power described through their general partners.
What percentage of CASI Pharmaceuticals does the IDG-Accel group’s stake represent?
The aggregate 915,850 ordinary shares beneficially owned by each reporting person correspond to 4.5% of CASI’s ordinary shares. This percentage is calculated using 20,548,273 ordinary shares outstanding as of September 30, 2025, as disclosed in CASI’s Form 6-K filed on November 14, 2025.
When did the IDG-Accel reporting persons fall below 5% ownership in CASI?
The filing states that each of the reporting persons ceased to be the beneficial owner of more than five percent of CASI’s ordinary shares on September 30, 2025. This change resulted from an increase in the total issued and outstanding ordinary shares of CASI, rather than from reported share sales by these holders.
Did the reporting persons trade CASI shares in the 60 days before this amendment?
According to the amended Item 5(c), none of the reporting persons engaged in any transactions in CASI Pharmaceuticals’ securities during the past sixty days other than as disclosed in the statement. The amendment itself focuses on updated ownership percentages rather than new purchase or sale activity.
How are voting and dispositive powers over CASI shares allocated among the IDG-Accel entities and individuals?
The filing details that IDG-Accel China Growth Fund III L.P. and IDG-Accel China III Investors L.P. hold the CASI shares, while IDG-Accel China Growth Fund GP III Associates Ltd. is the ultimate general partner of both funds and has sole voting and dispositive power over 915,850 shares. Ho Chi Sing and Quan Zhou, as directors and shareholders of this general partner, may be deemed to share voting and dispositive power over these shares, with Quan Zhou also holding options for 76,788 additional ordinary shares.
What is Quan Zhou’s total reported interest in CASI Pharmaceuticals shares?
Quan Zhou reports aggregate beneficial ownership of 992,638 CASI ordinary shares, representing 4.8% of CASI’s ordinary shares based on 20,548,273 shares outstanding as of September 30, 2025. This includes 76,788 ordinary shares issuable upon exercise of options granted by CASI, plus shared voting and dispositive power over the 915,850 shares held by the IDG-Accel funds.