| Item 1.01. |
Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On January 31, 2023, CASI Pharmaceuticals,
Inc. (the “Company”) and CASI Pharmaceuticals Holdings, Inc., an exempted company incorporated under the laws of the
Cayman Islands and a wholly owned subsidiary of the Company (“CASI Cayman”) entered into a definitive agreement and
plan of merger (the “Merger Agreement”) related to a proposed merger transaction. The Merger Agreement provides that,
upon the terms and subject to the conditions set forth therein, the Company will merge with and into CASI Cayman (the “Redomicile
Merger”), with CASI Cayman surviving and changing its name to CASI Pharmaceuticals, Inc. Following the Redomicile Merger, CASI
Cayman, together with its subsidiaries, will own and continue to conduct the Company’s business in substantially the same manner
as is currently being conducted by the Company and its subsidiaries.
Subject to the terms and conditions
of the Merger Agreement, upon completion of the Redomicile Merger, each share of common stock of the Company issued and outstanding immediately
prior to the effective time of the Redomicile Merger (the “Effective Time”) will be converted into the right to receive
one ordinary share of CASI Cayman, credited as fully paid.
At the Effective Time, all
existing equity compensation plans of the Company, as may be amended, will be adopted and assumed by CASI Cayman. Each outstanding option
and other equity award issued under the equity compensation plans of the Company for the purchase or receipt of, or payment based on,
each share of the Company’s common stock will represent the right to purchase or receive, or receive payment based on, one ordinary
share in the capital of CASI Cayman on substantially the same terms. In addition, as part of the Redomicile Merger, CASI Cayman has agreed
to assume all of the Company’s rights and obligations of any warrant, convertible debentures or other convertible securities that
may convert in the Company’s common stock. All rights to purchase or receive, or receive payment based on, each share of the Company’s
common stock arising under the Company’s warrants, convertible debentures or other convertible securities will entitle the holder
thereof to purchase or receive, or receive payment based on, as applicable, one ordinary share of CASI Cayman.
At the Effective Time, the
obligations of the Company under or with respect to every plan, trust, program and benefit then in effect or administered by the Company
for the benefit of the directors, officers and employees of the Company or any of its subsidiaries will become the obligations of CASI
Cayman and will be implemented and administered in the same manner and without interruption until the same are amended or otherwise altered
or terminated.
Additionally, at the Effective
Time, CASI Cayman will adopt and assume the obligations of the Company under or with respect to certain contracts or agreements as described
in the Merger Agreement. The contracts and agreements will become the obligations of CASI Cayman and will be performed in the same manner
and without interruption until the same are amended or otherwise lawfully altered or terminated.
The Merger Agreement contains
customary closing conditions, including, among others, approval of the Redomicile Merger by the Company’s stockholders, the effectiveness
of the registration statement on Form F-4 to be filed by CASI Cayman related to the Redomicile Merger and receipt of required regulatory
approvals.
The consent of the holders
of a majority of the outstanding shares of the Company’s common stock entitled to vote is required to approve and adopt the Merger
Agreement. The board of directors of the Company believes that the Redomicile Merger, to be effected by the Merger Agreement, is advisable
and in the best interests of the Company and its stockholders.
Pursuant to the Merger Agreement,
the board of directors of the Company may exercise its discretion to terminate the Merger Agreement, and therefore abandon the Redomicile
Merger, at any time prior to the Effective Time, including after the adoption of the Merger Agreement by the Company’s stockholders.
Upon the Effective Time, the
director and officer nominees set forth in the plan of merger attached to the Merger Agreement shall be appointed as the directors and
offciers of the suriving company of the Redomicile Merger.
The Merger Agreement has been
approved by the board of directors of the Company and the sole director of CASI Cayman. Subject to the required approval of the Company’s
stockholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 to be filed by CASI Cayman related
to the Redomicile Merger, and other customary closing conditions, the Redomicile Merger is expected to be completed during the first quarter
of 2023.
The foregoing summary of the
Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement,
which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Additional information about the Redomicile
Merger and where to find it
In connection with the proposed
Redomicile Merger, CASI Cayman will file with the United States Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4 to register the ordinary shares of CASI Cayman to be issued to the stockholders of the Company. The registration
statement will include a proxy statement/prospectus of the Company which will be sent to the stockholders of the Company seeking their
approval of the Redomicile Merger and related matters in addition to other matters. In addition, the Company may file other relevant documents
concerning the proposed Redomicile Merger with the SEC.
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Stockholders
of the Company are urged to read the registration statement on Form F-4 and the proxy statement/prospectus included within the registration
statement and any other relevant documents to be filed with the SEC in connection with the proposed Redomicile Merger because they will
contain important information about the Company, CASI Cayman and the proposed transaction.