Full Press Release Details
CASI PHARMACEUTICALS ANNOUNCES
RECEIPT OF AN UPDATED NON-BINDING PROPOSAL TO
ACQUIRE ENTIRE CHINA BUSINESS OF THE COMPANY
BEIJING, China (April 3, 2025) CASI Pharmaceuticals,
Inc. (Nasdaq: CASI, "CASI"), a Cayman incorporated biopharmaceutical company focused on developing and commercializing innovative
therapeutics and pharmaceutical products, announced that its special committee of the board of directors (the "Special Committee")
has received an updated preliminary non-binding proposal letter (the "Proposal Letter"), dated April 2, 2025, from Dr. Wei-Wu
He, Chairman of the board of directors and CEO of the Company, to acquire the entire business operations of the Company in China and all
license-in, distribution and related rights in Asia (excluding Japan) related to certain pipeline products of the Company, including BI-1206,
CID-103 and Thiotepa, for an aggregate purchase price of $20.0 million, which shall include assumption of approximately $20.0 million
of indebtedness of the Company (the "Proposed Transaction").
The Proposal Letter updates the preliminary non-binding
proposal letter submitted by Dr. He to the Company on June 21, 2024. The Proposal Letter conveys Dr. He's intent to make certain
adjustment to the scope of, and considerations for, the pipeline products involved in the Proposed Transaction based on latest information
disclosed by the Company.
As previously announced, the board of directors
of the Company had formed the Special Committee to evaluate the Proposed Transaction, or any alternative strategic option that the Company
may pursue. The Special Committee will continue to evaluate the Proposed Transaction in light of the latest development.
The board of directors cautions the Company's
shareholders and others considering trading the Company's securities that no decisions have been made with respect to the Proposal
Letter, the Proposed Transaction, or any alternative strategic option that the Company may pursue. There can be no assurance that any
definitive agreement relating to the Proposal Letter will be entered into between the Company and Dr. He, or that the Proposed Transaction
or any other similar transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates
with respect to the Proposed Transaction or any other transaction, except as required under applicable law.
About CASI Pharmaceuticals
CASI Pharmaceuticals, Inc. is a biopharmaceutical
company focused on developing and commercializing innovative therapeutics and pharmaceutical products in China, the United States, and
throughout the world. The Company is focused on acquiring, developing, and commercializing products that augment its focus on hematology
oncology therapeutics and therapeutics for organ transplant rejection and autoimmune disease, as well as other areas of unmet medical
need. The Company intends to execute its plan to become a leader by launching medicines in the Greater China market, leveraging the Company's
China-based regulatory and commercial competencies and its global drug development expertise. The Company's operations in China
are conducted through its wholly owned subsidiary, CASI Pharmaceuticals (China) Co., Ltd., located in Beijing, China. More information
on CASI is available at www.casipharmaceuticals.com.
CASI Forward-Looking Statements
This announcement contains forward-looking statements.
These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates," "confident" and similar statements. Among
other things, the business outlook and quotations from management in this announcement, as well as the Company's strategic and operational
plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports
to the U.S. Securities and Exchange Commission (the "SEC"), in its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical
facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking
statement, including but not limited to the following: uncertainties related to the non-binding proposal to acquire the Company's certain
business operations in China; our recurring operating losses have raised substantial doubt regarding our ability to continue as a going
concern; the possibility that we may be delisted from trading on The Nasdaq Capital Market if we fail to satisfy applicable continued
listing standards; the volatility in the market price of our ordinary shares; the risk of substantial dilution of existing shareholders
in future share issuances; the difficulty of executing our business strategy on a global basis including China; our inability to enter
into strategic partnerships for the development, commercialization, manufacturing and distribution of our proposed product candidates
or future candidates; legal or regulatory developments in China that adversely affect our ability to operate in China; our lack of experience
in manufacturing products and uncertainty about our resources and capabilities to do so on a clinical or commercial scale; risks relating
to the commercialization, if any, of our products and proposed products (such as marketing, safety, regulatory, patent, product liability,
supply, competition and other risks); our inability to predict when or if our product candidates will be approved for marketing by the
U.S. Food and Drug Administration, European Medicines Agency, PRC National Medical Products Administration, or other regulatory authorities;
our inability to receive approval for renewal of license of our existing products; the risks relating to the need for additional capital
and the uncertainty of securing additional funding on favorable terms; the risks associated with our product candidates, and the risks
associated with our other early-stage products under development; the risk that result in preclinical and clinical models are not necessarily
indicative of clinical results; uncertainties relating to preclinical and clinical trials, including delays to the commencement of such
trials; our ability to protect our intellectual property rights; the lack of success in the clinical development of any of our products;
and our dependence on third parties; the risks related to our dependence on Juventas to conduct the clinical development of CNCT19 and
to partner with us to co-market CNCT19; risks related to our dependence on Juventas to ensure the patent protection and prosecution for
CNCT19; the risk related to the Company's ongoing development of and regulatory application for CID-103 with respect to the treatment
of antibody-mediated rejection for organ transplant and the license arrangements of CID-103; risks relating to interests of our largest
shareholder and our Chairman and CEO that differ from our other shareholders; risks related to the development of a new manufacturing
facility by CASI Pharmaceuticals (Wuxi) Co., Ltd. and risks related to our disagreement with Acrotech with respect to the termination
of agreements regarding EVOMELA . Further information regarding these and other risks is included in the Company's filings
with the SEC. All information provided herein is as of the date of this announcement, and the Company undertakes no obligation to update
any forward-looking statement, except as required under applicable law. We caution readers not to place undue reliance on any forward-looking
statements contained herein.
EVOMELA is proprietary
to Acrotech Biopharma Inc. and its affiliates. FOLOTYN is proprietary to Acrotech Biopharma Inc and its affiliates.
The Company is currently involved in disputes and legal proceedings related to certain pipeline products, including EVOMELA
and CNCT-19. Please refer to the Company's earlier SEC filing for further information.
CASI Pharmaceuticals, Inc.