Casi Pharmaceuticals to divest assets in China

CASI Pharmaceuticals (CASI) entered into a definitive Equity and Assets Transfer Agreement with Kaixin Pharmaceuticals, a Cayman Islands incorporated entity wholly-owned by Dr. Wei-Wu He, Chairman of the board of directors and CEO of the Company and two direct wholly-owned subsidiaries of the Company in China, pursuant to which the Company shall sell and transfer, and Kaixin Pharmaceuticals shall purchase and acquire, 100% equity interests in both Target Companies, and all licensing rights, distribution rights, supply arrangements and related rights related to BI-1206, CID-103 and Thiotepa for an aggregate purchase price of $20.0 million, which shall include assumption of up to $20.0 million of indebtedness of the Company. The closing of the Transaction shall be subject to certain customary conditions, including resolution of certain judicial freeze on the Target Equity Interests issued in connection with certain ongoing legal dispute of the Company. As part of the Transaction, the Company and Kaixin Pharmaceuticals plan to enter into certain novation and/or assignment agreements with relevant licensors to effect the transfer of rights related to the Target Pipeline Products, which is expected to be completed concurrently with the transfer of the Target Equity Interests. The Company’s board of directors, acting upon the unanimous recommendation of a committee of independent directors established by the board of directors, approved the Equity and Assets Transfer Agreement and the Transaction. The Special Committee negotiated the terms of the Equity and Assets Transfer Agreement with the assistance of its financial and legal advisors. After the closing of the Transaction, the Company expects to retain the rights related to CID-103, EVOMELA, FOLOTYN, CNCT19 and CB-5339, and remain firmly committed to progressing CID-103 at an accelerated pace. The Company believes this initiative aligns with its strategic pivot toward developing CID-103 for the treatment of organ transplant rejection and autoimmune diseases.