As filed with the Securities and Exchange Commission
on August 14, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CASI Pharmaceuticals,
Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
58-1959440 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification Number) |
1701-1702, China Central Office Tower 1
No. 81 Jianguo Road, Chaoyang District,
Beijing, 100025
People’s Republic of China
+86 (10) 6508 6063
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2024 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Rui Zhang
CASI Pharmaceuticals, Inc.
9620 Medical Center Drive, Suite 300
Rockville, MD 20850
240-864-2600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
| Large accelerated filer ¨ |
|
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
|
Smaller reporting company x |
| |
|
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
Copies to:
|
Yuting Wu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
JingAn Kerry Center, Tower II, 46/F
1539 Nanjing West Road
Shanghai 200040
People’s Republic of China
+86 21-6193-8200 |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan Information* |
| Item 2. |
Registrant Information and Employee Plan Annual Information* |
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the
2024 Long-term Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference |
The following documents previously filed by the
Registrant with the Commission are incorporated by reference herein:
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date
of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the
extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except
as so modified or superseded, to be a part of this registration statement.
| Item 4. |
Description of Securities |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent
any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s Amended and Restated Memorandum and Articles
of Association, adopted by a special resolution of its shareholders passed on March 20, 2023 and effective on March 21, 2023,
provides that the Registrant shall indemnify its directors and officers against all actions, proceedings, costs, charges, expenses,
losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such indemnified
person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s business or affairs
(including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or
discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its
affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the
form of which was filed as Exhibit 10.1 to the Registrant’s registration statement on Form F-4, as amended (File No. 333-269479),
the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such
persons in connection with claims made by reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers
liability insurance policy for its directors and officers.
| Item 7. |
Exemption from Registration Claimed |
Not applicable.
See the Index to Exhibits attached hereto.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement; |
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
EXHIBIT INDEX
___________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, Beijing, PRC
on August 14, 2024.
| |
CASI Pharmaceuticals, Inc. |
| |
|
|
| |
By: |
/s/ Wei-Wu He, Ph.D. |
| |
|
Wei-Wu He, Ph.D. |
| |
|
Chief Executive Officer and Chairman to the Board of Directors |
| |
|
(Principal Executive Officer) |
| |
|
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Dr. Wei-Wu He, acting alone, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead in any and all
capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration
statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/ Dr. Wei-Wu He
Dr. Wei-Wu He |
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
August 14, 2024 |
| |
|
|
|
|
|
/s/ Dan Lang
Dan Lang |
|
Chief Financial Officer
(Principal Financial Officer) |
|
August 14, 2024 |
| |
|
|
|
|
| /s/ Y. Alexander Wu |
|
Independent Director |
|
August 14, 2024 |
| Y. Alexander Wu |
|
|
|
|
| |
|
|
|
|
| /s/ Zhenbo Su |
|
Independent Director |
|
August 14, 2024 |
| Zhenbo Su |
|
|
|
|
| |
|
|
|
|
| /s/ Thomas Folinsbee |
|
Independent Director |
|
August 14, 2024 |
| Thomas Folinsbee |
|
|
|
|
| |
|
|
|
| /s/ Xuebo Zeng |
|
Independent Director |
|
August 14, 2024 |
| Xuebo Zeng |
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of CASI Pharmaceuticals, Inc., has signed this registration statement
in the United States, on August 14, 2024.
| CASI Pharmaceuticals, Inc. |
| |
|
| By: |
|
/s/ Rui Zhang |
| |
|
Name: Rui Zhang |
| |
|
Title: Authorized Officer |
Exhibit 5.1
Our ref JLH/815438-000001/29955048v3
Direct tel +852 2522 9333
Email janelle.ho@maples.com
|
CASI Pharmaceuticals, Inc.
1701-1702, China Central Office Tower 1
No. 81 Jianguo Road, Chaoyang District,
Beijing, 100025
People’s Republic of China |
|
14 August 2024
Dear Sir or Madam
CASI Pharmaceuticals, Inc. (the "Company")
We have acted as Cayman Islands legal
counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Commission") on 14 August 2024 (the "Registration Statement", which term does not
include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule
thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the "Securities
Act") of 2,000,000 shares, par value US$0.0001 per share (the "Shares"), issuable by the Company pursuant
to the 2024 Share Incentive Plan adopted by the directors of the Company on 8 July 2024 (the "Plan" which term does
not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule
thereto).
For the purposes of giving this opinion, we have
examined copies of the Registration Statement and the Plan. We have also reviewed copies of the amended and restated memorandum and articles
of association of the Company adopted by special resolution passed on 20 March 2023 and effective on 21 March 2023 (the "Memorandum
and Articles") and the written resolutions of the board of directors of the Company dated 8 July 2024 (the "Resolutions").
Based upon, and subject to, the assumptions and
qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly
and validly authorized. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions,
and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid
and non-assessable. |
In this opinion letter, the phrase "non-assessable"
means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to
make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of
an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the
corporate veil). These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the
"Companies Act"), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence
of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the Shares would not appear.
An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based
on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws
of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect
of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which
we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies
or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has
been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last
version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions were duly
passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests
(if any) by directors of the Company) and have not been amended, varied or revoked in any respect, (f) there is nothing under any law
(other than the laws of the Cayman Islands) which would or might affect the opinions set out above, (g) there is nothing contained in
the minute book or corporate records of the Company (which, other than the Memorandum and Articles and the Resolutions, we have not inspected)
which would or might affect the opinions set out above, and (h) upon the issue of any Shares, the Company will receive consideration which
shall be equal to at least the par value of such Shares.
We consent to the use of this opinion as an exhibit
to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In
giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act,
or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this
opinion as an exhibit or otherwise.
Yours faithfully
Maples and Calder (Hong Kong) LLP
/s/ Maples and Calder (Hong Kong) LLP
Exhibit 10.1
CASI PHARMACEUTICALS, INC.
2024 LONG-TERM INCENTIVE PLAN
1. PURPOSE
AND TYPES OF AWARDS
The purpose of the 2024 Long-Term
Incentive Plan (“Plan”), is to promote the long-term growth and profitability of the Company by: (i) providing key people
with incentives to improve stockholder value and to contribute to the growth and financial success of the Company and (ii) enabling
the Company to attract, retain and reward the best-available persons.
The Plan permits the granting
of stock options (including incentive stock options qualifying under Code section 422 and nonqualified stock options), stock appreciation
rights, restricted or unrestricted stock awards, phantom stock, performance awards, or any combination of the foregoing.
2. DEFINITIONS
Under this Plan, except where
the context otherwise indicates, the following definitions apply:
(a) “Administrator”
shall have the meaning set forth in Section 3(a).
(b) “Affiliate”
means a corporation, partnership, business trust, limited liability company or other form of business organization at least a majority
of the total combined voting power of all classes of stock or other equity interests of which is owned by the Company, either directly
or indirectly, and any other entity designated by the Administrator in which the Company has a significant interest.
(c) “Award”
shall mean a grant of an Option, Stock Appreciation Right, Stock Award, Phantom Stock Award, or Performance Award.
(d) “Board”
shall mean the Board of Directors of the Company.
(e) “Code”
shall mean the Internal Revenue Code of 1986, as amended.
(f) “Company”
shall mean CASI Pharmaceuticals, Inc. and any successor thereto.
(g) “Date
of Exercise” shall mean the date on which the Company receives notice of the exercise of an Option in accordance with Section 6(a)(iii).
(h) “Date
of Grant” shall mean the date on which an Award is granted under the Plan.
(i) “Employee”
shall mean any person who the Administrator determines to be an employee of the Company or an Affiliate.
(j) “Exercise
Price” shall mean the price per share at which an Option may be exercised.
(k) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
(l) “Fair
Market Value” of the Company’s Ordinary Shares for any purpose on a particular date shall mean the last reported sale
price per Ordinary Shares on such date or, in case no such sale takes place on such date, the average of the closing bid and asked prices
in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to
trading on the NASDAQ Stock Market or any other national securities exchange, or if the Ordinary Shares are not so listed or admitted
to trading, the average of the high bid and low asked prices, in the over-the-counter market, as reported by Nasdaq or, if such system
is no longer in use, the principal other automated quotations system that may then be in use or, if the Ordinary Shares are not quoted
by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market
in the Ordinary Shares as selected in good faith by the Administrator or by such other source or sources as shall be selected in good
faith by the Administrator. If, as the case may be, the relevant date is not a trading day, the determination shall be made as of the
next preceding trading day. As used herein, the term “trading day” shall mean a day on which public trading of securities
occurs and is reported in the principal consolidated reporting system referred to above, or if the Ordinary Shares are not listed or admitted
to trading on a national securities exchange, any business day. In all events, Fair Market Value shall be determined pursuant to a method
that complies with Section 409A of the Code.
(m) “Grant
Agreement” shall mean a written document memorializing the terms and conditions of an Award granted pursuant to the Plan and
incorporating the terms of the Plan.
(n)
“Option” shall mean a nonstatutory stock option or incentive stock option to purchase Ordinary Shares granted pursuant
to Section 6(a).
(o) “Option
Period” shall mean the period during which an Option may be exercised.
(p) “Ordinary
Shares” shall mean the ordinary shares of the Company, par value $0.0001 per share.
(q) “Participant”
shall have the meaning set forth in Section 5.
(r) “Parent”
shall mean a corporation, whether now or hereafter existing, within the meaning of the definition of “parent corporation”
provided in Code section 424(e), or any successor thereto.
(s) “Performance
Award” shall mean a performance award granted pursuant to Section 6(e).
(t) “Performance
Goals” shall mean performance goals established by the Administrator which may be based on earnings (including earnings before
interest, taxes, depreciation and amortization), earnings per share (including without limitation on a diluted basis), sales, revenues,
expenses (including without limitation sales and general administrative expenses), cash flow (including without limitation free cash flow),
economic value added, total stockholder return, return on assets, equity or invested capital, customer or client orders (value of new
contracts awarded), regulatory compliance, satisfactory internal or external audits, achievement of balance sheet or income statement
objectives, implementation or completion of one or more projects or transactions (including mergers, acquisitions, collaborations, partnerships,
dispositions, and restructurings), working capital, or any other objective goals established by the Administrator, and which may be absolute
in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. Such performance
goals may be particular to a Participant, or may be based on the performance of the Company, one or more Affiliates, or the Company and
one or more Affiliates, and may cover such period as may be specified by the Administrator.
(u) “Phantom
Stock Unit” shall mean an Award of stock-equivalent units granted pursuant to Section 6(d).
(v) “Section 422
Employee” shall mean an Employee who is employed by the Company or a Parent or Subsidiary with respect to the Company, including
a Parent or Subsidiary that becomes such after adoption of the Plan.
(w) “Stock
Appreciation Right” or “SAR” shall mean a stock appreciation right granted pursuant to Section 6(b).
(x) “Stock
Award” shall mean Ordinary Shares granted pursuant to Section 6(c).
(y) “Subsidiary”
and “Subsidiaries” shall mean only a corporation or corporations, whether now or hereafter existing, within the meaning
of the definition of “subsidiary corporation” provided in section 424(f) of the Code, or any successor thereto.
(z) “Ten-Percent
Stockholder” shall mean a Participant who (applying the rules of Code section 424(d)) owns stock possessing more than 10%
of the total combined voting power of all classes of shares of the Company or a Parent or Subsidiary of the Company.
3. ADMINISTRATION
(a) Administration
of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board from
time to time (the Board, committee or committees hereinafter referred to as the “Administrator”). Notwithstanding the foregoing,
the Administrator may delegate to the Chief Executive Officer of the Company the power to administer this Plan and have the full authority
of the Administrator hereunder with respect to Awards granted to specified Participants or groups of Participants.
(b) Powers
of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs
for granting Awards.
(c) The
Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan,
including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which Awards
shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered by or
used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award
as the Administrator shall deem appropriate, including, but not limited to, whether a stock option shall be an incentive stock option
or a nonqualified stock option, any exceptions to nontransferability, any Performance Goals applicable to Awards, any provisions relating
to vesting, any circumstances in which the Awards would terminate, the period during which Awards may be exercised, and the period during
which Awards shall be subject to restrictions; (v) accelerate, extend, or otherwise change the time in which an Award may be exercised
or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award,
including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award due to termination
of any Participant’s employment or other relationship with the Company or an Affiliate; and (vi) establish objectives and conditions,
if any, for earning Awards and determining whether Awards will be paid after the end of a performance period.
(d) In
making these determinations, the Administrator may take into account the nature of the services rendered or to be rendered by the Award
recipients, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the
Administrator in its discretion shall deem relevant. Subject to the provisions of the Plan, the Administrator shall have full power and
authority, in its sole and absolute discretion, to administer and interpret the Plan and to adopt and interpret such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems
necessary or advisable.
(e) Non-Uniform
Determinations. The Administrator’s determinations under the Plan (including, without limitation, determinations of the persons
to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing
such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive,
Awards under the Plan, whether or not such persons are similarly situated.
(f) Limited
Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision
made in good faith relating to the Plan or any Award thereunder.
(g) Effect
of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating
to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall
be conclusive and binding on all parties concerned, including the Company, its stockholders, any Participants and any other employee,
consultant, or director of the Company, and their respective successors in interest.
4. SHARES
AVAILABLE FOR THE PLAN
Maximum Issuable Shares.
Subject to adjustments as provided in Section 7(e), the Ordinary Shares that may be issued with respect to Awards granted under the
Plan shall not exceed 2,000,000 shares. The Company shall reserve such number of shares for Awards under the Plan, subject to adjustments
as provided in Section 7(e). If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable
or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any Ordinary Shares are surrendered to the Company
in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), the shares subject to such
Award and the surrendered shares shall thereafter be available for further Awards under the Plan. Notwithstanding the above, the aggregate
number of shares actually issued or transferred by the Company upon the exercise of incentive stock options will not exceed 2,000,000.
5. PARTICIPATION
Participation in the Plan
shall be open to all persons who are at the time of the grant of an Award (i) Employees (including persons who may become Employees),
(ii) members of the Board or the board of directors of an Affiliate, or (iii) consultants of the Company or of any Affiliate,
as may be selected by the Administrator from time to time (a “Participant”). A Participant who has been granted an Award may,
if he or she is otherwise eligible, be granted additional Awards if the Administrator so determines.
6. AWARDS
The Administrator, in its
sole discretion, establishes the terms of all Awards granted under the Plan. All Awards shall be subject to the terms and conditions provided
in the Grant Agreement.
(a) Stock
Options.
(i) The
Administrator may from time to time grant to eligible Participants Awards of incentive stock options (as that term is defined in Code
section 422) or nonqualified stock options; provided, however, that Awards of incentive stock options shall be limited to Section 422
Employees. The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the Award Agreement
which may be a fixed or variable price related to the Fair Market Value of the Shares, and may be amended or adjusted in the absolute
discretion of the Administrator, the determination of which shall be final, binding and conclusive. Notwithstanding the foregoing, Options
to be qualified as incentive stock options must have an exercise price at least equal to Fair Market Value, or in the case of an incentive
stock option granted to a Ten-Percent Stockholder, at least equal to 110% of Fair Market Value, on the date of grant.
(ii) The
Administrator shall determine the Option Period for an Option, which shall be specifically set forth in the Grant Agreement, provided
that an Option shall not be exercisable after ten years (five years in the case of an incentive stock option granted to an Employee who
on the Date of Grant is a Ten-Percent Stockholder) from its Date of Grant.
(iii) Subject
to the terms of the applicable Grant Agreement, an Option may be exercised, in whole or in part, by delivering to the Company a notice
of the exercise, in such form as the Administrator may prescribe, accompanied by (a) a full payment for the Ordinary Shares with
respect to which the Option is exercised or (b) to the extent provided in the applicable Grant Agreement, irrevocable instructions
to a broker to deliver promptly to the Company cash equal to the exercise price of the Option. To the extent provided in the applicable
Grant Agreement, payment may be made by delivery (including constructive delivery) of Ordinary Shares (provided that such shares, if acquired
pursuant to an Option or other Award granted hereunder or under any other compensation plan maintained by the Company or any Affiliate,
have been held by the Participant for such period, if any, as the Administrator may specify), valued at Fair Market Value on the Date
of Exercise.
(iv) To
the extent provided in the terms of an Option, a Participant may direct the Company to withhold from the Ordinary Shares to be issued
upon exercise of the Option (or portion thereof) being exercised a number of Ordinary Shares having a Fair Market Value not in excess
of the aggregate exercise price of the Option (or portion thereof) being exercised, with payment of the balance of the exercise price
being made pursuant to any one or more of the methods prescribed in Section 6(a)(iii) above.
(b) Stock
Appreciation Rights. The Administrator may from time to time grant to eligible Participants Awards of Stock Appreciation Rights. A
SAR may be exercised in whole or in part as provided in the applicable Grant Agreement and entitles the Participant to receive, subject
to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess
of (A) the Fair Market Value on the exercise date of one Ordinary Shares over (B) the base price per share specified in the
Grant Agreement, multiplied by (ii) the number of shares covered by the SAR, or portion thereof, which is exercised. Payment by the
Company of the amount receivable upon any exercise of a SAR may be made by the delivery of Ordinary Shares or cash, or any combination
of Ordinary Shares and cash, as specified in the Grant Agreement. If upon settlement of the exercise of a SAR a Participant is to receive
a portion of such payment in Ordinary Shares, the number of shares shall be determined by dividing such portion by the Fair Market Value
of an Ordinary Shares on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine
whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.
(c) Stock
Awards. The Administrator may from time to time grant restricted or unrestricted stock Awards to eligible Participants in such amounts,
on such terms and conditions (which terms and conditions may condition the vesting or payment of Stock Awards on the achievement of one
or more Performance Goals), and for such considerations, including no consideration or such minimum consideration as may be required by
law, as it shall determine.
(d) Phantom
Stock. The Administrator may from time to time grant Awards to eligible Participants of Phantom Stock Units in such amounts and on
such terms and conditions as it shall determine, which terms and conditions may condition the vesting or payment of Phantom Stock on the
achievement of one or more Performance Goals. Phantom Stock Units granted to a Participant shall be credited to a bookkeeping reserve
account solely for accounting purposes and shall not require a segregation of any of the Company’s assets. An Award of Phantom Stock
Units may be settled in Ordinary Shares, in cash, or in a combination of Ordinary Shares and cash, as specified in the Grant Agreement.
Except as otherwise provided in the applicable Grant Agreement, the Participant shall not have the rights of a stockholder with respect
to any Ordinary Shares represented by a Phantom Stock Unit solely as a result of the grant of a Phantom Stock Unit to the Participant.
(e) Performance
Awards. The Administrator may, in its discretion, grant Performance Awards, which become payable on account of attainment of one or
more Performance Goals established by the Administrator. Performance Awards may be paid by the delivery of Ordinary Shares or cash, or
any combination of Ordinary Shares and cash, as specified in the Grant Agreement.
7. MISCELLANEOUS
(a) Investment
Representations. The Administrator may require each person acquiring Ordinary Shares pursuant to Awards hereunder to represent to
and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. The certificates
for such shares may include any legend that the Administrator deems appropriate to reflect any restrictions on transfer. All certificates
for shares issued pursuant to the Plan shall be subject to such stock transfer orders and other restrictions as the Administrator may
deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon
which the Ordinary Shares are then listed or interdealer quotation system upon which the Ordinary Shares are then quoted, and any applicable
federal or state securities laws. The Administrator may place a legend or legends on any such certificates to make appropriate reference
to such restrictions.
(b) Compliance
with Securities Law. Each Award shall be subject to the requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such an Award upon any securities exchange or interdealer quotation
system or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of
nonpublic information or the satisfaction of any other condition is necessary in connection with the issuance or purchase of shares under
such an Award, such Award may not be exercised, in whole or in part, unless such satisfaction of such condition shall have been effected
on conditions acceptable to the Administrator. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification, or to satisfy such condition.
(c) Withholding
of Taxes. Participants and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator
for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the
tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant or holder of an Award. In the event that payment to the Company or its Affiliate of such tax obligations
is made in Ordinary Shares, such shares shall be valued at Fair Market Value on the applicable date for such purposes.
(d) Transferability.
Except as otherwise determined by the Administrator or provided in a Grant Agreement, no Award granted under the Plan shall be transferable
by a Participant except by will or the laws of descent and distribution, provided, however, that an incentive stock option may be transferred
or assigned only to the extent consistent with Section 422 of the Code. Unless otherwise determined by the Administrator in accordance
with the provisions of the immediately preceding sentence, during the lifetime of the Participant, the Award may be exercised only by
the Participant or, during the period the Participant is under a legal disability, by the Participant’s guardian or legal representative.
Except as provided above, the Award may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or similar process.
(e) Capital
Adjustments. In the event of any change in the outstanding Ordinary Shares by reason of any stock dividend, split-up, stock split,
recapitalization, reclassification, combination or exchange of shares, merger, consolidation, liquidation or the like, the Administrator
shall provide for a substitution for or adjustment in (i) the number and class of Ordinary Shares subject to outstanding Awards,
(ii) the exercise price of Options and the base price upon which payments under SARs are determined, and (iii) the aggregate
number and class of Ordinary Shares for which Awards thereafter may be made under this Plan.
(f) Modification,
Substitution of Awards.
(i) Subject
to the terms and conditions of this Plan, the Administrator may modify the terms of any outstanding Awards; provided, however, that no
modification of an Award shall, without the consent of the Participant, alter or impair any of the Participant’s rights or obligations
under such Award.
(ii) Anything
contained herein to the contrary notwithstanding, Awards may, at the discretion of the Administrator, be granted under this Plan in substitution
for stock options and other awards covering capital stock of another corporation which is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired by, the Company or one of its Affiliates. The terms and conditions of
the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Administrator may
deem appropriate in order to conform, in whole or part, to the provisions of the awards in substitution for which they are granted.
(iii) Any
provision of the Plan or any Grant Agreement to the contrary notwithstanding, in the event of (a) a merger or consolidation to which
the Company is a party, or (b) a sale or exchange of all or substantially all of the Company’s Ordinary Shares for cash, securities
or other property, the Administrator shall take such actions, if any, as it deems necessary or appropriate to prevent the enlargement
or diminishment of Participants’ rights under the Plan and Awards granted hereunder, and may, in its discretion, cause any Award
granted hereunder to be canceled in consideration of a cash payment equal to the fair value of the canceled Award, as determined by the
Administrator in its discretion. The fair value of an Option shall be deemed to be equal to the product of (x) the number of Ordinary
Shares the Option covers (and has not previously been exercised) and (y) the excess, if any, of the Fair Market Value of an Ordinary
Shares as of the date of cancellation over the Exercise Price of the Option.
(g) Foreign
Employees. Without amendment of this Plan, the Administrator may grant Awards to Participants who are subject to the laws of foreign
countries or jurisdictions on such terms and conditions different from those specified in this Plan as may in the judgment of the Administrator
be necessary or desirable to foster and promote achievement of the purposes of this Plan. The Administrator may make such modifications,
amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws of other countries or
jurisdictions in which the Company or any of its Affiliates operate or have employees.
(h) Termination,
Amendment and Modification of the Plan. The Board may amend, alter or terminate the Plan, or portion thereof, at any time, provided,
however, that after the stockholders of the Company have approved the Plan, the Board shall not amend or terminate the Plan without approval
of (a) the Company’s stockholders to the extent applicable law or regulations or the requirements of the principal exchange or interdealer
quotation system on which the Ordinary Shares are listed or quoted, if any, requires stockholder approval of the amendment or termination,
and (b) each affected Participant if the amendment or termination would adversely affect the Participant’s rights or obligations
under any Award granted prior to the date of the amendment or termination.
(i) Non-Guarantee
of Employment or Service. Nothing in the Plan or in any Grant Agreement shall confer on an individual any legal or equitable right
against the Company, any Affiliate or the Administrator, except as expressly provided in the Plan or the Grant Agreement. Nothing in the
Plan or in any Grant Agreement thereunder shall (i) constitute inducement, consideration, or contract for employment or service between
an individual and the Company or any Affiliate; (ii) confer any right on an individual to continue in the service of the Company
or any Affiliate; or (iii) shall interfere in any way with the right of the Company or any Affiliate to terminate such service at
any time with or without cause or notice, or to increase or decrease compensation for such service.
(j) Other
Employee Benefits. Except as to plans that by their terms include such amounts as compensation, the amount of any compensation deemed
to be received by a Participant as a result of the exercise of an Award or the sale of shares received upon such exercise will not constitute
compensation with respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits
under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the
Administrator.
(k) No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any Participant or other person
acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured
general creditor of the Company.
(l) Governing
Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations,
determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons
having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of Cayman Islands
without regard to its conflict of laws principles.
(m) Effective
Date, Termination Date. The Plan, as set forth herein, is effective as of July 29, 2024, the date on which the Plan was adopted by
the Board, subject to the approval of the stockholders of the Company within twelve months of such effective date, and shall terminate
automatically on July 28, 2034. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination
of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such
Awards.
(n) No
Restrictions on Company. Neither the adoption of the Plan nor its submission to the Company’s stockholders shall be taken to
impose any limitations on the powers of the Company or its Affiliates to issue, grant or assume options, warrants, rights, restricted
stock or other awards otherwise than under the Plan, or to adopt other stock option, restricted stock, or other plans, or to impose any
requirement of stockholder approval upon the same.
(o) Creditors.
The interests of any Participant under the Plan and/or any Award granted hereunder are not subject to the claims of creditors and may
not, in any way, be transferred, assigned, alienated or encumbered except to the extent provided in an Agreement.
(p) Stock
Certificates.
(i) The
Company shall not be required to issue any certificate or certificates for Ordinary Shares with respect to Awards granted under the Plan,
or record any person as a holder of record of such Ordinary Shares, without obtaining, to the complete satisfaction of the Administrator,
the approval of all regulatory bodies the Administrator deems necessary, and without complying to the Board’s or Administrator’s
complete satisfaction, with all rules and regulations under federal, state or local law the Administrator deems applicable.
(ii) To
the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Ordinary Shares, the issuance may be effected
on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or automated dealer quotation
system on which the Ordinary Shares are traded. No fractional Ordinary Shares shall be issued or delivered pursuant to the Plan or any
Award. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of any fractional
Ordinary Shares or whether any fractional Ordinary Shares or any rights thereto shall be forfeited or otherwise eliminated.
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the use of our report dated March 28, 2024, with respect
to the consolidated financial statements of CASI Pharmaceuticals, Inc., incorporated herein by reference.
/s/ KPMG Huazhen LLP
Beijing, China
August 14, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
CASI Pharmaceuticals, Inc.
(Exact Name of Registrant
as Specified in its Charter)
CASI Pharmaceuticals, Inc.
Security
Type |
|
Security Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1) |
|
Proposed
Maximum
Offering
Price
Per Share |
|
Maximum
Aggregate
Offering Price |
|
Fee Rate |
|
Amount of
Registration
Fee |
| Equity |
|
Ordinary Shares, par value $0.0001 per share |
|
Rule 457(c) and Rule 457(h) |
|
400,000(2) |
|
$6.23 (2) |
|
$2,492,000 |
|
$0.0001476 |
|
$367.82 |
| Equity |
|
Ordinary Shares, par value $0.0001 per share |
|
Rule 457(c) and Rule 457(h) |
|
1,600,000(3) |
|
$6.23(3) |
|
$9,968,000 |
|
$0.0001476 |
|
$1,471.28 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Offering Amounts |
|
2,000,000 |
|
|
|
$12,460,000 |
|
|
|
$1,839.10 |
| Total Fee Offsets |
|
|
|
|
|
|
|
— |
| Net Fee Due |
|
|
|
|
|
|
|
$1,839.10 |
| (1) | Represents ordinary shares issuable upon exercise of options and pursuant to other awards granted under the 2024 Long-Term Incentive
Plan (the “2024 Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution
from share splits, share dividends or similar transactions as provided in the 2024 Plan. |
| (2) | Represents ordinary shares issuable upon the vesting of outstanding options granted under the 2024 Plan as of the date of this registration
statement. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee
under Rule 457(c) and Rule 457(h) under the Securities Act, is based on $6.23 per ordinary share, the average of the high and low prices
for the Registrant’s ordinary shares as quoted on the Nasdaq on August 12, 2024. |
| (3) | Represents ordinary shares that are reserved for future award grants under the 2024 Plan. The proposed maximum offering price per
share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities
Act, is based on $6.23 per ordinary share, the average of the high and low prices for the Registrant’s ordinary shares as quoted
on the Nasdaq on August 12, 2024. |
CASI Pharmaceuticals (NASDAQ:CASI)
Historical Stock Chart
From Dec 2024 to Jan 2025
CASI Pharmaceuticals (NASDAQ:CASI)
Historical Stock Chart
From Jan 2024 to Jan 2025
