Item 3.03 Material Modification to Rights of Security Holders
The information contained in Item 5.03 below is incorporated by reference into
this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On May 26, 2022, CASI Pharmaceuticals, Inc. (the "Company") filed an amendment
(the "Amendment") to its Amended and Restated Certificate of Incorporation to
effectuate a reverse stock split of the Company's common stock, par value $.01
per share (the "Common Stock"). Pursuant to the Amendment, at the effective time
of 5:00 p.m., Eastern Time, on June 1, 2022, each ten (10) shares of Common
Stock issued and outstanding will be combined into one (1) validly issued, fully
paid and non-assessable share of Common Stock (the "Reverse Stock Split"). The
par value per share of the Common Stock remains the same. No fractional shares
were issued in connection with the Reverse Stock Split. Stockholders who would
otherwise be entitled to a fractional share of Common Stock are instead entitled
to receive a proportional cash payment. The Reverse Stock Split will not reduce
the total number of shares of Common Stock that the Company is authorized to
issue, which will remain 250,000,000 shares. Trading of the Common Stock on a
Reverse Stock Split-adjusted basis will begin at the opening of trading on the
Nasdaq Capital Market on June 2, 2022. The new CUSIP number for the Common Stock
following the Reverse Stock Split is 14757U 208.
In addition, proportionate adjustments will be made to the per share exercise
price and the number of shares issuable upon the exercise of all outstanding
stock options and warrants to purchase shares of Common Stock and the number of
shares of Common Stock reserved for issuance pursuant to the Company's equity
incentive plans.
The Reverse Stock Split ratio was selected pursuant to the authority granted to
the board of directors of the Company by stockholders at the Annual Meeting of
Stockholders held on May 25, 2022. A copy of the Amendment filed with the
Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
On May 26, 2022, the Company issued a press release announcing the filing of the
Amendment and effective date of the Reverse Stock Split. A copy of the press
release is attached to this report as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Amendment to the Company's Amended and
Restated Certificate of Incorporation
99.1 Press Release dated May 26, 2022
104 Inline XBRL for the cover page of this Current Report on Form
8-K
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