CASI PHARMACEUTICALS, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

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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