[SCHEDULE 13D] CASI Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Panacea investment group disclosed a near-20% stake in CASI Pharmaceuticals and a board appointment. Panacea Venture Healthcare Fund II, L.P. holds 3,550,000 Ordinary Shares (purchased for approximately $6.7 million) and James Huang holds options to buy 111,571 Ordinary Shares, giving the Reporting Persons a combined beneficial interest of 3,661,571 Ordinary Shares, or 19.9% of 18,292,612 shares outstanding. The filing notes Panacea bought 1,500,000 shares from the issuer at $1.5350 per share. The Issuer announced James Huang will join CASI's Board effective October 1, 2025. The Reporting Persons state the position is for investment and reserve the right to buy, sell or pursue corporate actions after review.

Positive

• Acquisition of a significant minority stake: Panacea Venture Healthcare Fund II, L.P. holds 3,550,000 shares representing a material position.
• Total beneficial ownership of 19.9%: Reporting Persons together beneficially hold 3,661,571 shares (including exercisable options), equal to 19.9% of outstanding shares.
• Board appointment: James Huang will join CASI's Board effective October 1, 2025, aligning governance influence with economic exposure.
• Substantive purchase price disclosed: 1,500,000 shares were purchased from the issuer at $1.5350 per share.

Negative

• None.

Insights

Financial Analyst

TL;DR: Strategic 19.9% stake and board seat materially increases Panacea's influence over CASI's direction.

Panacea Venture Healthcare Fund II's disclosed ownership represents a significant minority position at 19.9% of outstanding shares, established through a combination of direct purchase of 3,550,000 shares and options held by James Huang. The 1,500,000-share block bought at $1.5350 per share indicates a meaningful capital commitment from the fund. The board appointment effective October 1, 2025, aligns governance influence with economic exposure, which could affect corporate decisions ranging from financing to strategic transactions. This disclosure should be viewed as a catalyst for potential engagement between the investor group and management.

Corporate Governance Expert

TL;DR: Board appointment plus near-20% ownership signals active investor involvement in governance.

The filing documents that James Huang will join CASI's Board while the Reporting Persons hold shared voting and dispositive power over 3,550,000 shares and Mr. Huang holds exercisable options for 111,571 shares. That combination gives the Reporting Persons potential to influence board composition and corporate strategy without a controlling stake. The Schedule 13D explicitly reserves the right to engage in discussions, retain advisors, and consider extraordinary transactions, which is consistent with an activist or engagement-oriented approach. The disclosure contains no pending agreements or arrangements beyond these actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CASI Pharmaceuticals, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G1933S101

(CUSIP Number)

James Huang
Panacea Venture, No. 5, Lane 1350, Fuxing Middle Road, Xuhui District
Shanghai, F4, 200031
(86-21) 6176-1101

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

09/26/2025

(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

Panacea Venture Healthcare Fund II, 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)

OO

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,550,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,550,000.00

11

Aggregate amount beneficially owned by each reporting person

3,550,000.00

12

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

13

Percent of class represented by amount in Row (11)

19.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G1933S101

1

Name of reporting person

Panacea Venture Healthcare Fund II GP Company, 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)

OO

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,550,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,550,000.00

11

Aggregate amount beneficially owned by each reporting person

3,550,000.00

12

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

13

Percent of class represented by amount in Row (11)

19.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G1933S101

1

Name of reporting person

Panacea Innovation Limited

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,550,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,550,000.00

11

Aggregate amount beneficially owned by each reporting person

3,550,000.00

12

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

13

Percent of class represented by amount in Row (11)

19.4 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G1933S101

1

Name of reporting person

James Huang

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 111,571.00
8	Shared Voting Power 3,550,000.00
9	Sole Dispositive Power 111,571.00
10	Shared Dispositive Power 3,550,000.00

11

Aggregate amount beneficially owned by each reporting person

3,661,571.00

12

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

13

Percent of class represented by amount in Row (11)

19.9 %

14

Type of Reporting Person (See Instructions)

IN

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 2.	Identity and Background
(a)	The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): Panacea Venture Healthcare Fund II, L.P. Panacea Venture Healthcare Fund II GP Company, Ltd. Panacea Innovation Limited James Huang
(b)	The business address of each of the Reporting Persons is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
(c)	The Reporting Persons are principally engaged in the business of investing in securities, including of the Issuer.
(d)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Huang is a citizen of the Republic of China. The remaining Reporting Persons are organized under the laws of the Cayman Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	Panacea Venture Healthcare Fund II, L.P. purchased 3,550,000 Ordinary Shares for aggregate consideration of approximately $6.7 million. Mr. Huang received options to purchase 111,571 Ordinary Shares in connection with his previous service as a director of the Issuer. Panacea Venture Healthcare Fund II, L.P. obtained the funds used to purchase the Ordinary Shares through capital contributions from its partners.
Item 4.	Purpose of Transaction
	On September 26, 2025, the Issuer announced that James Huang will be appointed to the Board of Directors (the "Board") of the Issuer, effective October 1, 2025. General The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages is incorporated by reference into this Item 5. The ownership information presented herein represents beneficial ownership of Ordinary Shares as of the date of this filing, based upon 18,292,612 Ordinary Shares outstanding as disclosed by the Issuer. Panacea Venture Healthcare Fund II, L.P. is the record holder of 3,550,000 Ordinary Shares. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the Ordinary Shares held of record by Panacea Venture Healthcare Fund II, L.P., but each disclaims such beneficial ownership. In addition, Mr. Huang holds options to purchase 111,571 Ordinary Shares that are currently exercisable.
(b)	The information contained on the cover pages is incorporated by reference into this Item 5.
(c)	On September 26, 2025, Panacea Venture Healthcare Fund II, L.P. purchased 1,500,000 Ordinary Shares from the Issuer at a price of $1.5350 per Ordinary Share. Except for the transactions disclosed in this Item 5(c), none of the Reporting Persons has effected any transactions in the Ordinary Shares during the past sixty days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except for the transactions described herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1. Joint Filing Agreement.

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.

Panacea Venture Healthcare Fund II, L.P.

Signature:	By: Panacea Venture Healthcare Fund II GP Company, Ltd., its general partner, By: Panacea Innovation Limited, its sole owner, /s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	09/26/2025

Panacea Venture Healthcare Fund II GP Company, Ltd.

Signature:	By: Panacea Innovation Limited, its sole owner, /s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	09/26/2025

Panacea Innovation Limited

Signature:	/s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	09/26/2025

James Huang

Signature:	/s/ James Huang
Name/Title:	James Huang
Date:	09/26/2025

FAQ

How many CASI (CASI) shares does Panacea report owning?

The Reporting Persons record 3,550,000 Ordinary Shares held by Panacea Venture Healthcare Fund II, L.P., and total beneficial ownership including options is 3,661,571 shares.

What percentage of CASI does the reported position represent?

The combined beneficial ownership represents 19.9% of CASI's 18,292,612 Ordinary Shares outstanding as disclosed in the filing.

What transaction details are disclosed in the Schedule 13D?

On September 26, 2025, Panacea Venture Healthcare Fund II, L.P. purchased 1,500,000 shares at $1.5350 per share; the fund purchased 3,550,000 shares in total for approximately $6.7 million.

Will James Huang join CASI's Board and when is that effective?

Yes. The Issuer announced that James Huang will be appointed to the Board effective October 1, 2025.

Do the Reporting Persons disclose any agreements to act with others regarding CASI securities?

The filing states no contracts, arrangements or understandings with others regarding the Issuer's securities exist, except as described in the Schedule 13D.