CASI Pharmaceuticals received an updated ownership report from a Venrock-affiliated investor group. The group, including Venrock Healthcare Capital Partners funds and two individuals, reports beneficial ownership of 1,987,259 ordinary shares of CASI, representing 9.2% of the class as of December 31, 2025.
The stake includes ordinary shares and pre-funded warrants held across several Venrock vehicles, with the warrants exercisable for additional ordinary shares. All reporting persons list shared voting and dispositive power over the 1,987,259 shares and no sole power. The ownership percentage is calculated using 20,548,273 ordinary shares outstanding as of September 30, 2025 plus 1,000,000 ordinary shares issuable upon exercise of the pre-funded warrants.
The group certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of CASI, but rather as a passive investment under Schedule 13G/A.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CASI Pharmaceuticals, Inc.
(Name of Issuer)
Ordinary shares, par value US$0.0001
(Title of Class of Securities)
G1933S101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
G1933S101
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,987,259.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,987,259.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,987,259.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CASI Pharmaceuticals, Inc.
(b)
Address of issuer's principal executive offices:
1701-1702, China Central Office Tower 1, No. 81 Jianguo Road, Chaoyang District, Beijing, F4, 100025.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Ordinary shares, par value US$0.0001
(e)
CUSIP No.:
G1933S101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of ordinary shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 159,359 ordinary shares and pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 159,100 ordinary shares held by VHCP III, (ii) 15,923 ordinary shares and Pre-Funded Warrants exercisable for up to 15,900 ordinary shares held by VHCP Co-Investment III, and (iii) 811,977 ordinary shares and Pre-Funded Warrants exercisable for up to 825,000 ordinary shares held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the ordinary shares of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 20,548,273 outstanding ordinary shares as of September 30, 2025, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on November 14, 2025 and (ii) 1,000,000 ordinary shares issuable upon the exercise of the Pre-Funded Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
02/17/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
02/17/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
02/17/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on July 25, 2024)
Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on July 25, 2024)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on July 25, 2024)
What ownership stake in CASI (CASI) does the Venrock group report?
The Venrock-affiliated group reports beneficial ownership of 1,987,259 CASI ordinary shares, equal to 9.2% of the class. This includes both ordinary shares and pre-funded warrants exercisable into additional ordinary shares across multiple Venrock healthcare investment entities.
How is the 9.2% CASI (CASI) ownership percentage calculated?
The 9.2% beneficial ownership is based on 20,548,273 CASI ordinary shares outstanding as of September 30, 2025, plus 1,000,000 ordinary shares issuable upon exercise of pre-funded warrants. This combined share count is used as the denominator for the percentage calculation disclosed.
Which entities and individuals are reporting CASI (CASI) ownership in this Schedule 13G/A?
Reporting persons include Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh, who are voting members of the management entities.
Do the Venrock reporting persons seek control of CASI (CASI) through this stake?
The reporting persons explicitly certify the CASI securities were not acquired and are not held to change or influence control of the issuer. They state the holdings are not connected with any transaction having that purpose or effect, other than activities tied to a specific nomination rule.
What type of CASI (CASI) securities does the Venrock group beneficially own?
The group’s CASI holdings consist of ordinary shares and pre-funded warrants exercisable into ordinary shares. These positions are held across VHCP III, VHCP Co-Investment III, and VHCP EG, with the warrants collectively exercisable for up to 1,000,000 additional ordinary shares.
What voting and dispositive powers does the Venrock group report over CASI (CASI) shares?
Each reporting person discloses zero sole voting and dispositive power, and shared voting and shared dispositive power over 1,987,259 CASI ordinary shares. This means decisions on voting and selling these securities are made jointly among the reporting entities and individuals.
