Page 11 of 24 SEC Filing
Item 1. Security and Issuer
This Schedule 13D is being filed
to reflect the acquisition by Sparkle Byte (as defined below) of 4,744,910 shares of the Common Stock (as defined below) and the
Warrant (as defined below) to acquire 948,982 shares of the Common Stock pursuant to a securities purchase agreement (the “Securities
Purchase Agreement”) entered into on September 20, 2015 between the Issuer and He Xie Ai Qi (as defined below).
The class of equity securities
to which this Schedule 13D relates is the common stock, par value $0.01 per share (the “Common Stock”) of CASI
Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer
is located at 9640 Medical Center Drive, Rockville, Maryland, 20850.
Item 2. Identity and Background
This Schedule 13D is being filed jointly
by the following Reporting Persons:
| 1) | Sparkle Byte Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding (“Sparkle Byte”); |
| 2) | Snow Moon Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its principal business in investment holding (“Snow Moon”); |
| 3) | Tianjin Jingran Management Center (Limited Partnership), a limited partnership organized under the laws of the PRC, with its registered office at Room 1704-4920, Kuang Shi International Tower A, Xiangluowan Business Centre, Free Trade Zone (Central Business District), Tianjin, P.R.China and its principal business in investment holding (“Tianjin Jingran”); |
| 4) | He Xie Ai Qi Investment Management (Beijing) Co., Ltd., a company formed under the laws of the PRC, with its registered office at Room 5835, 5/F, Shenchang Building, 51 Zhichu Road, Haidian District, Beijing, China and its principal business in investment management and consulting services (“He Xie Ai Qi”); |
| 5) | Jianguang Li, a PRC citizen, shareholder and director of He Xie Ai Qi, with his business address at 6/F, Tower A, COFCO Plaza, 8 Jianguomennei Avenue, Beijing 100005, P. R. China; |
| 6) | Dongliang Lin, a PRC citizen, shareholder and director of He Xie Ai Qi, with his business address at 6/F, Tower A, COFCO Plaza, 8 Jianguomennei Avenue, Beijing 100005, P. R. China; |
| 7) | Fei Yang, a PRC citizen, shareholder of He Xie Ai Qi and director of He Xie Hao Shu Investment Management (Beijing) Co., Ltd., with his business address at 34 Floor, South Tower, Poly International Plaza 1 East Pazhoudadao, Guangzhou 510308, P. R. China; |
| 8) | Suyang Zhang, a PRC citizen, shareholder of He Xie Ai Qi and CEO of Ai Qi Investment Consultancy (Shanghai) Co., Ltd., with his business address at Room 1105, Aetna Tower, 107 Zunyi Road, Shanghai 200051, P.R. China; and |
| 9) | Hugo Shong, a U.S. citizen, director of He Xie Ai Qi and President of IDG Asia, Inc., with his business address at 6/F, Tower A, COFCO Plaza, 8 Jianguomennei Avenue, Beijing 100005, P. R. China (together with Sparkle Byte, Snow Moon, Tianjin Jingran, He Xie Ai Qi, Jianguang Li, Dongliang Lin, Fei Yang and Suyang Zhang, the “Reporting Persons”). |
The agreement among the Reporting Persons
relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.1.
As of the date hereof, Sparkle Byte is
wholly owned by Snow Moon, which is in turn wholly owned by Tianjin
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