UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
CASI Pharmaceuticals, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on May 25, 2022. At the Annual Meeting, the Company’s stockholders considered and approved three proposals, each of which is described in more detail in the Proxy Statement. The following is a brief description of each matter voted upon at the Annual Meeting, and the final voting results for each matter, including the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.
Election of Directors. Each of Quan Zhou, Ph.D. and James Huang were elected to serve as a member of the Board of Directors for a term expiring at the annual meeting of stockholders as indicated in the Proxy Statement and until his successor is duly elected and qualified, as follows:
| Director | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Quan Zhou, Ph.D. | 83,020,490 | 1,183,332 | 17,633,698 | |||||||||
| James Huang | 81,429,303 | 2,774,519 | 17,633,698 | |||||||||
Ratification of Independent Registered Public Accountants. The stockholders voted to ratify the appointment of KPMG Huazhen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as follows:
| FOR | 100,340,696 | ||||
| AGAINST | 1,292,952 | ||||
| ABSTAIN | 203,871 |
Approval of the Company’s Reverse Stock Split. The stockholders voted to approve the proposal to authorize our Board of Directors, in its discretion but no later than the one-year anniversary of the 2022 annual meeting of stockholders, to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock and treasury shares, at a ratio in the range of 1-for-2 to 1-for-20, such ratio to be determined by the board of directors and included in a public announcement (the “Reverse Stock Split Proposal”), as follows:
| FOR | 86,621,276 | ||||
| AGAINST | 15,064,357 | ||||
| ABSTAIN | 151,887 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CASI PHARMACEUTICALS, INC. | |
| /s/ Larry Zhang | |
| Larry (Wei) Zhang | |
| President & Corporate Secretary |
Date: May 25, 2022
Cover |
May 25, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 25, 2022 |
| Entity File Number | 0-20713 |
| Entity Registrant Name | CASI PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0000895051 |
| Entity Tax Identification Number | 58-1959440 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 9620 Medical Center Drive |
| Entity Address, Address Line Two | Suite 300 |
| Entity Address, City or Town | Rockville |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 20850 |
| City Area Code | 240 |
| Local Phone Number | 864-2600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | CASI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |