Wei-Wu He group boosts CASI (CASI) stake with $5M convertible note

Rhea-AI Filing Summary

CASI Pharmaceuticals’ major shareholder group led by Wei‑Wu He, Ph.D. has updated its ownership and financing position. The group now reports beneficial ownership of 8,965,535 ordinary shares, or 34.8% of CASI’s 20,555,873 shares outstanding as of January 28, 2026.

ETP Global Fund III L.P., controlled by Dr. He, purchased a US$5 million convertible note as the first tranche of a planned US$20 million note financing. The note can be converted into ordinary shares from the 91st day after issuance at a price based on recent trading, capped at US$2 and floored at US$1 per share. The total reported holdings include options and shares the group has the right to acquire within 60 days, plus shares held by a family foundation, which Dr. He disclaims as beneficially owned.

Insights

Equity ownership & structure analyst

Ownership concentration rises as a key CASI investor adds a $5M convertible note.

The reporting group led by Wei‑Wu He, Ph.D. now reports beneficial ownership of 8,965,535 CASI ordinary shares, or 34.8% of the 20,555,873 shares outstanding as of January 28, 2026. This figure includes existing equity, options and shares issuable within 60 days.

ETP Global Fund III L.P. bought a US$5 million convertible note as the first tranche of a planned US$20 million financing. The note converts into ordinary shares any time from the 91st day after issuance through maturity, using a volume‑weighted average price bounded between US$1 and US$2 per share.

The disclosure also clarifies roles of affiliated entities, including Huiying Memorial Foundation and several ETP funds, and notes that Dr. He disclaims beneficial ownership of the foundation’s 637,644 shares. Future ownership levels will depend on whether and when ETP Global Fund III L.P. elects to convert the note.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

01/27/2026

(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 6,834,985.00
9	Sole Dispositive Power 2,130,550.00
10	Shared Dispositive Power 6,834,985.00

11

Aggregate amount beneficially owned by each reporting person

8,965,535.00

12

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

13

Percent of class represented by amount in Row (11)

34.8 %

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 5,000,000 shares issuable upon the conversion of a convertible note, dated December 27, 2025, within 60 days. 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

CUSIP No. G1933S101

1

Name of reporting person

ETP Global 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,000,000.00

11

Aggregate amount beneficially owned by each reporting person

5,000,000.00

12

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

13

Percent of class represented by amount in Row (11)

19.6 %

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. 12 (the "Amendment No. 12") 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"), and Amendment No. 11 filed with the SEC on January 9, 2026 (the "Amendment No. 11" and together with Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11, 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 2.	Identity and Background
(a)	Item 2(a)-(f) of the Schedule 13D is hereby amended and supplemented by the following: ETP Global Fund III L.P. is a limited partnership organized under the laws of Delaware and controlled by Dr. Wei-Wu He. The business address of ETP Global Fund III L.P. is 4919 Rebel Ridge Dr, Sugar Land, TX 77878.
Item 3.	Source and Amount of Funds or Other Consideration
	As described in Item 4 below, on December 27, 2025, ETP Global Fund III 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 Fund III L.P. and the Issuer dated December 11, 2025.
Item 4.	Purpose of Transaction
	On December 27, 2025, ETP Global Fund III L.P. purchased a convertible note with the principal amount of US$5 million as the first 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 Fund III 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$0.98 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 January 28, 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 December 27, 2025, issued to ETP Global Fund III 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:	01/29/2026

HUIYING MEMORIAL FOUNDATION

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./President
Date:	01/29/2026

EMERGING TECHNOLOGY PARTNERS, LLC

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/29/2026

ETP Global Fund L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	01/29/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/29/2026

ETP BIOHEALTH III FUND, L.P.

Signature:	EMERGING TECHNOLOGY PARTNERS, LLC
Name/Title:	General Partner
Date:	01/29/2026

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/29/2026

HE Family GRAT

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./Trustee
Date:	01/29/2026

ETP Global Fund III L.P.

Signature:	/s/ Wei-Wu He, Ph.D.
Name/Title:	Wei-Wu He, Ph.D./ Managing Member
Date:	01/29/2026

FAQ

How much of CASI (CASI) does the Wei-Wu He group currently beneficially own?

The reporting group led by Wei‑Wu He, Ph.D. reports beneficial ownership of 8,965,535 ordinary shares, representing 34.8% of CASI Pharmaceuticals’ outstanding ordinary shares, based on 20,555,873 shares outstanding as of January 28, 2026, including certain options and convertible note shares.

What convertible note did ETP Global Fund III L.P. purchase from CASI (CASI)?

ETP Global Fund III L.P. purchased a US$5 million convertible note from CASI as the first tranche of a planned US$20 million convertible note financing, under a note purchase agreement dated December 11, 2025, with the note issued on December 27, 2025.

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

The US$5 million convertible note can be converted into CASI ordinary shares from the 91st day after issuance until maturity at a price based on a five‑day volume‑weighted average, with the conversion price capped at US$2 and floored at US$1 per ordinary share.

How many CASI (CASI) shares are outstanding for the ownership calculations?

The reported ownership percentages are calculated using 20,555,873 ordinary shares of CASI outstanding as of January 28, 2026. This share count is used to determine each reporting person’s percentage interest disclosed in the amended beneficial ownership statement.

How are Huiying Memorial Foundation’s CASI (CASI) shares treated in this ownership report?

Huiying Memorial Foundation reports 637,644 CASI ordinary shares, or 3.1% of the class. These shares are included in the aggregate figure attributed to the group, but Wei‑Wu He, Ph.D. expressly disclaims beneficial ownership of the foundation’s shares despite being an officer and trustee.

Which entities related to Wei-Wu He hold CASI (CASI) shares or rights to acquire shares?

Reporting persons include Wei‑Wu He, Ph.D., ETP Global Fund L.P., ETP Global Fund III L.P., ETP BioHealth III Fund L.P., Emerging Technology Partners, LLC, HE Family GRAT, and Huiying Memorial Foundation, each holding or sharing voting or dispositive power over CASI ordinary shares.