{"url_path":"/sec/casif/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1962738/0001104659-26-061632-index.html","accession_number":"0001104659-26-061632","cik":"0001962738","ticker":"CASIF","issuer_name":"CASI Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1962738/0001104659-26-061632-index.html","primary_entity_key":"0001962738","primary_entity_name":"CASI Pharmaceuticals, Inc."},"word_count":30008,"has_tables":true,"body_markdown":"**ITEM 19. EXHIBITS**\n\n**Number**\n\n  ​ ​ ​\n\n**Description of Document**\n\n1.1\n\n[Updated Amended and Restated Memorandum and Articles of Association of the Registrant, effective March 21, 2022 (incorporated herein by reference to Exhibit 1.1 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex1d1.htm)\n\n2.1\n\n[Registrant’s Updated Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 2.1 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex2d1.htm)\n\n2.2\n\n \n\n[Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 2.2 to the Form 20-F filed on April 26, 2023)](https://www.sec.gov/Archives/edgar/data/1962738/000155837023006757/casi-20221231xex2d2.htm)\n\n4.1\n\n[CASI Pharmaceuticals, Inc. Amended and Restated 2011 Long Term Incentive Plan (previously filed with, and incorporated herein by reference to Exhibit 4.4 to a post-effective Amendment No.3 to Form S-8 filed on May 22, 2023 (File No. 333-222043-01))](https://www.sec.gov/Archives/edgar/data/1962738/000110465923063298/tm2316328d2_ex4-4.htm)\n\n4.2\n\n[CASI Pharmaceuticals, Inc. Amended and Restated 2021 Long Term Incentive Plan (previously filed with, and incorporated herein by reference to Exhibit 4.5 to a post-effective Amendement No.3 to Form S-8 filed on May 22, 2023 (File No. 333-222043-01))](https://www.sec.gov/Archives/edgar/data/1962738/000110465923063298/tm2316328d2_ex4-5.htm)\n\n4.3\n\n[Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the Form F-4 filed on January 31, 2023 (File No. 333- 269479))](https://www.sec.gov/Archives/edgar/data/1962738/000110465923008643/tm234270d1_ex10-1.htm)\n\n4.4\n\n[Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.2 to the Form F-4 filed on January 31, 2023 (File No. 333- 269479))](https://www.sec.gov/Archives/edgar/data/1962738/000110465923008643/tm234270d1_ex10-2.htm)\n\n4.5\n\n[Form of Change in Control Agreement (incorporated by reference to Exhibit 10.1 to CASI Delaware’s Form 8-K filed on April 17, 2007)](https://www.sec.gov/Archives/edgar/data/895051/000095013307001749/w33496exv10w1.htm)\n\n4.6++\n\n​\n\n[License Agreement, dated as of September 17, 2014, by and between CASI Pharmaceuticals, Inc. and Spectrum Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.4 of CASI Delaware’s Form 10-K filed on March 30, 2021)](https://www.sec.gov/Archives/edgar/data/895051/000155837021003735/casi-20201231xex10d4.htm)\n\n4.7++\n\n​\n\n[License Agreement, dated as of September 17, 2014, by and between CASI Pharmaceuticals, Inc. and Spectrum Pharmaceuticals Cayman, L.P. (incorporated by reference to Exhibit 10.5 of CASI Delaware’s Form 10-K filed on March 30, 2021)](https://www.sec.gov/Archives/edgar/data/895051/000155837021003735/casi-20201231xex10d5.htm)\n\n4.8++\n\n​\n\n[License Agreement, dated as of September 17, 2014, by and between CASI Pharmaceuticals, Inc. and Talon Therapeutics, Inc. (incorporated by reference to Exhibit 10.6 on CASI Delaware’s Form 10-K filed on March 30, 2021)](https://www.sec.gov/Archives/edgar/data/895051/000155837021003735/casi-20201231xex10d6.htm)\n\n4.9++\n\n​\n\n[Asset Purchase Agreement dated as of January 26, 2018 by and between CASI Pharmaceuticals, Inc. and Sandoz Inc. (incorporated by reference to Exhibit 10.8 to CASI Delaware’s Form 10-K filed on March 30, 2021)](https://www.sec.gov/Archives/edgar/data/895051/000155837021003735/casi-20201231xex10d8.htm)\n\n4.10\n\n​\n\n[Memorandum of Understanding, dated November 16, 2018, by and between Management Committee of Wuxi Huishan Economic Development Zone and CASI Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.20 to CASI Delaware’s Form 10-K filed on March 29, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419016832/tv516177_ex10-20.htm)\n\n111\n\n[Table of Contents](#TOC)\n\n4.11\n\n​\n\n[Investment Agreement, dated November 16, 2018, by and between Administrative Committee of Wuxi Huishan Economic Development Zone, Jiangsu Province and CASI Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.21 to CASI Delaware’s Form 10-K filed on March 29, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419016832/tv516177_ex10-21.htm)\n\n4.12\n\n​\n\n[Supplementary Agreement, dated November 16, 2018, by and between Administrative Committee of Wuxi Huishan Economic Development Zone, Jiangsu Province and CASI Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.22 to CASI Delaware’s Form 10-K filed with on March 29, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419016832/tv516177_ex10-22.htm)\n\n4.13\n\n​\n\n[Shareholders’ Agreement, dated November 16, 2018, between CASI Pharmaceuticals, Inc. and Wuxi Jintou Huicun Investment Enterprise (Limited Partnership) (incorporated by reference to Exhibit 10.23 to CASI Delaware’s Form 10-K filed on March 29, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419016832/tv516177_ex10-23.htm)\n\n4.14\n\n​\n\n[Lease Contract, by and between Wuxi Huishan New City Life Science & Technology Industry Development Co., Ltd. and CASI Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.24 to CASI Delaware’s Form 10-K filed on March 29, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419016832/tv516177_ex10-24.htm)\n\n4.15\n\n​\n\n[Joint Venture Contract on Establishment of CASI (Wuxi) Pharmaceuticals Co. Ltd. by and between CASI Pharmaceuticals, Inc. and Wuxi Jintou Huicun Investment Enterprise Limited Partnership, dated as of November 16, 2018 (incorporated by reference to Exhibit 10.25 to CASI Delaware’s Form 10-K filed on March 29, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419016832/tv516177_ex10-25.htm)\n\n4.16\n\n​\n\n[Offer Letter, effective as of September 10, 2024, between CASI Pharmaceuticals, Inc. and CASI Pharmaceuticals (China) Co., Ltd. and Wei (Larry) Zhang (incorporated herebin by reference to Exhibit 4.19 to the Form 20-F filed on March 31, 2025)](https://www.sec.gov/Archives/edgar/data/1962738/000155837025004086/casi-20241231xex4d19.htm)\n\n4.17+\n\n​\n\n[Investment Agreement in respect of Juventas Cell Therapy Ltd effective June 15, 2019 (incorporated by reference to Exhibit 10.2 to CASI Delaware’s Form 10-Q filed on August 9, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419038740/tv526331_ex10-2.htm)\n\n4.18\n\n​\n\n[Contract for Assignment of the Right to the Use of the State-owned Construction Land (no. 3202842019CR0019) dated November 15, 2019 (incorporated by reference to Exhibit 10.22 to CASI Delaware’s Form 10-K filed on March 16, 2020)](https://www.sec.gov/Archives/edgar/data/895051/000110465920034018/tm205326d1_ex10-22.htm)\n\n4.19+\n\n​\n\n[License Agreement by and between CASI Pharmaceuticals, Inc. and Black Belt Therapeutics Limited entered into as of April 16, 2019 (incorporated by reference to Exhibit 10.3 to CASI Delaware’s Form 10-Q filed on May 15, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419026264/tv520374_ex10-3.htm)\n\n4.20+\n\n​\n\n[Exclusive License Agreement by and between CASI Pharmaceuticals, Inc. and Juventas Cell Therapy Ltd effective June 15, 2019 (incorporated by reference to Exhibit 10.1 to CASI Delaware’s Form 10-Q filed on August 9, 2019)](https://www.sec.gov/Archives/edgar/data/895051/000114420419038740/tv526331_ex10-1.htm)\n\n4.21++\n\n​\n\n[Supplementary Agreement to the Exclusive License Agreement effective as of September 29, 2020 (incorporated by reference to Exhibit 10.1 to CASI Delaware’s Form 10-Q filed on November 9, 2020)](https://www.sec.gov/Archives/edgar/data/895051/000110465920122981/casi-20200930xex10d1.htm)\n\n4.22++\n\n​\n\n[Investment Agreement by and between Juventas Cell Therapy Ltd and CASI Biopharmaceuticals (WUXI) Co., Ltd. effective as of September 22, 2020 (incorporated by reference to Exhibit 10.2 to CASI Delaware’s Form 10-Q filed on November 9, 2020)](https://www.sec.gov/Archives/edgar/data/895051/000110465920122981/casi-20200930xex10d2.htm)\n\n4.23++\n\n​\n\n[License and Development Agreement for BI-1206 dated October 26, 2020 by and between the Company and BioInvent, International AB (incorporated by reference to Exhibit 10.30 to CASI Delaware’s Form 10-K filed on March 30, 2021)](https://www.sec.gov/Archives/edgar/data/895051/000155837021003735/casi-20201231xex10d30.htm)\n\n4.24++\n\n​\n\n[Assignment Agreement dated July 18, 2023 by and between CASI Pharmaceuticals, Inc. and Cleave Therapeutics Inc. (incorporated herein by reference to Exhibit 4.29 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d29.htm)\n\n4.25++\n\n​\n\n[Exclusive Distribution Agreement, effective as of March 2, 2022, by and among CASI Pharmaceuticals, Inc, China Resources Guokang Pharmaceuticals Co., Ltd. and CASI (Beijing) Biopharmaceuticals Technology Co., Ltd. (incorporated herein by reference to Exhibit 4.30 to the Form 20-F filed on April 26, 2023)](https://www.sec.gov/Archives/edgar/data/1962738/000155837023006757/casi-20221231xex4d30.htm)\n\n4.26++\n\n​\n\n[Promissory Note issued by CASI Pharmaceuticals, Inc. to East West Bank, dated May 23, 2022 (incorporated by reference to Exhibit 4.1 to CASI Delaware’s Form 10-Q filed on August 12, 2022)](https://www.sec.gov/Archives/edgar/data/895051/000155837022013418/casi-20220630xex4d1.htm)\n\n4.27++\n\n​\n\n[Sublicense Agreement between CASI Pharmaceuticals, Inc. and Beijing Tianshi Tongda Pharmaceuticals Technology Co., Ltd, dated May 23, 2022  (incorporated by reference to Exhibit 10.1 to CASI Delaware’s Form 10-Q filed on August 12, 2022)](https://www.sec.gov/Archives/edgar/data/895051/000155837022013418/casi-20220630xex10d1.htm)\n\n112\n\n[Table of Contents](#TOC)\n\n4.28++\n\n​\n\n[Business Loan Agreement between CASI Pharmaceuticals, Inc. and East West Bank, dated May 23, 2022 (incorporated by reference to Exhibit 10.2 to CASI Delaware’s Form 10-Q filed on August 12, 2022)](https://www.sec.gov/Archives/edgar/data/895051/000155837022013418/casi-20220630xex10d2.htm)\n\n4.29\n\n​\n\n[Commercial Security Agreement between CASI Pharmaceuticals, Inc. and East West Bank, dated May 23, 2022 (incorporated by reference to Exhibit 10.3 to CASI Delaware’s Form 10-Q filed on August 12, 2022)](https://www.sec.gov/Archives/edgar/data/895051/000155837022013418/casi-20220630xex10d3.htm)\n\n4.30++\n\n​\n\n[Commercial Pledge Agreement between CASI Pharmaceuticals, Inc. and East West Bank, dated May 23, 2022 (incorporated by reference to Exhibit 10.4. to CASI Delaware’s Form 10-Q filed on August 12, 2022)](https://www.sec.gov/Archives/edgar/data/895051/000155837022013418/casi-20220630xex10d4.htm)\n\n4.31++\n\n​\n\n[Equity Transfer Agreement between CASI Biopharmaceuticals (Wuxi) Co., Ltd. and Shenzhen Jiadao Gongcheng Equity Investment Fund (Limited Partnership) dated September 22, 2022 (incorporated by reference to Exhibit 10.1 to CASI Delaware’s Form 10-Q filed on November 14, 2022)](https://www.sec.gov/Archives/edgar/data/895051/000155837022017615/casi-20220930xex10d1.htm)\n\n4.32+++\n\n​\n\n[Exclusive Distribution Agreement dated December 6, 2023 between CASI Pharmaceuticals, Inc., China National Medicines Corporation Ltd. and CASI Pharmaceuticals (China) Co., Ltd. (incorporated herein by reference to Exhibit 4.37 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d37.htm)\n\n4.33+++\n\n​\n\n[Assignment Agreement dated July 31, 2023 by and between Acrotech Biopharma Inc., Mundipharma International Corporation Limited, Mundipharma Medical Company and CASI Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 4.38 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d38.htm)\n\n4.34+++\n\n​\n\n[Amendment No. 1 to Assignment Agreement in respect of the territory of China dated July 31, 2023 between Acrotech Biopharma Inc. and CASI Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 4.39 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d39.htm)\n\n4.35+++\n\n​\n\n[Folotyn Supply Agreement dated as of July 31, 2023 between Acrotech Biopharma Inc. and CASI Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 4.40 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d40.htm)\n\n4.36+++\n\n​\n\n[Folotyn Payment Agreement dated July 31, 2023 between Mundipharma International Corporation Limited and CASI Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 4.41 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d41.htm)\n\n4.37+++\n\n​\n\n[Capital Reduction Agreement dated December 14, 2023 between CASI Pharmaceuticals (Wuxi) Co., Ltd., Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership), CASI Pharmaceuticals, Inc. and CASI Pharmaceuticals (China) Co., Ltd. (English Translation). (incorporated herein by reference to Exhibit 4.42 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d42.htm)\n\n4.38+++\n\n​\n\n[Guarantee Contract dated December 14, 2023 between CASI Pharmaceuticals, Inc., Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) and CASI Pharmaceuticals (Wuxi) Co., Ltd. (English Translation). (incorporated herein by reference to Exhibit 4.43 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d43.htm)\n\n4.39+++\n\n​\n\n[Guarantee Contract dated December 14, 2023 between CASI Pharmaceuticals (China) Co., Ltd, Wuxi Huicheng Yuanda Investment Partnership and CASI Pharmaceuticals (Wuxi) Co., Ltd. (English Translation). (incorporated herein by reference to Exhibit 4.44 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d44.htm)\n\n4.40+++\n\n​\n\n[Convertible Loan Agreement in respect of CASI Pharmaceuticals (Wuxi) Co., Ltd dated December 14, 2023 by and among Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership), CASI Pharmaceuticals (Wuxi) Co., Ltd., CASI Pharmaceuticals, Inc. and CASI Pharmaceuticals (China) Co., Ltd. (English Translation). (incorporated herein by reference to Exhibit 4.45 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d45.htm)\n\n4.41+++\n\n​\n\n[Guarantee Contract dated December 14, 2023 among CASI Pharmaceuticals, Inc. Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership), and CASI Pharmaceuticals (Wuxi) Co., Ltd. (English Translation). (incorporated herein by reference to Exhibit 4.46 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d46.htm)\n\n4.42+++\n\n​\n\n[Guarantee Contract dated December 14, 2023 among CASI Pharmaceuticals (China) Co., Ltd, Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership), and CASI Pharmaceuticals (Wuxi) Co., Ltd. (English Translation). (incorporated herein by reference to Exhibit 4.47 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d47.htm)\n\n4.43+++\n\n​\n\n[Supplementary Agreement to the Exclusive Distribution Agreement entered February 28, 2024 by and between CASI Pharmaceuticals Inc., China Resources Pharmaceutical Commercial Group International Trading Co., Ltd., and CASI Pharmaceuticals (China) Co., Ltd. (incorporated herein by reference to Exhibit 4.48 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex4d48.htm)\n\n113\n\n[Table of Contents](#TOC)\n\n4.44\n\n​\n\n[Warrants issued to Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners III, L.P. and VHCP Co-Investment Holdings III, LLC, dated July 15, 2024. (including Warrants issued thereunder. (incorporated herein by reference to Exhibit 4.2 to the Form F-3 filed on August 16, 2024 (File No. 333-281621))](https://www.sec.gov/Archives/edgar/data/1962738/000110465924090555/tm2420556d1_ex4-2.htm)\n\n4.45\n\n​\n\n[Warrant issued to Foresite Capital Fund VI LP, dated July 15, 2024. (incorporated herein by reference to Exhibit 4.2 to the Form F-3 filed on August 16, 2024 (File No. 333-281621))](https://www.sec.gov/Archives/edgar/data/1962738/000110465924090555/tm2420556d1_ex4-2.htm)\n\n4.46\n\n​\n\n[Open Market Sale Agreement dated December 20, 2024 between CASI Pharmaceuticals, Inc. and Jefferies LLC. (incorporated herein by reference to Exhibit 1.2 to the Form F-3 filed on December 20, 2024 (File No. 333-283998))](https://www.sec.gov/Archives/edgar/data/1962738/000110465924130920/tm2431074d1_ex1-2.htm)\n\n4.47*\n\n​\n\n[Equity Transfer Agreement dated April 3, 2025, among CASI Pharmaceuticals, Inc., Precision Autoimmune Therapeutics and Wuxi Zhihe Daukang II Venture Capital Partnership (English Translation)](casif-20251231xex4d47.htm)\n\n4.48*\n\n​\n\n[Equity and Assets Transfer Agreement, dated May 12, 2025, between CASI Pharmaceuticals, Inc., CASI Pharmaceuticals (China) Co., Ltd. and CASI Pharmaceuticals (Wuxi) Co., Ltd. and Kaixin Pharmaceuticals Inc.](casif-20251231xex4d48.htm)\n\n4.49*\n\n​\n\n[Convertible Promissory Note Purchaser Agreement, dated December 11, 2025, between CASI Pharmaceuticals, Inc. and ETP Global III Fund LP](casif-20251231xex4d49.htm)\n\n4.50*\n\n​\n\n[Form of Convertible Note issued pursuant to Convertible Promissory Note Purchaser Agreement, dated December 11, 2025](casif-20251231xex4d50.htm)\n\n8.1*\n\n​\n\n[Significant subsidiaries and consolidated affiliated entities of the Registrant](casif-20251231xex8d1.htm)\n\n11.1\n\n​\n\n[Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 11.1 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex11d1.htm)\n\n11.2\n\n​\n\n[The Amended and Restated Insider Trading Policy of the registrant (incorporated herebin by reference to Exhibit 11.2 to the Form 20-F filed on March 31, 2025)](https://www.sec.gov/Archives/edgar/data/1962738/000155837025004086/casi-20241231xex11d2.htm)\n\n12.1*\n\n​\n\n[CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](casif-20251231xex12d1.htm)\n\n12.2*\n\n​\n\n[CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](casif-20251231xex12d2.htm)\n\n13.1**\n\n​\n\n[CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](casif-20251231xex13d1.htm)\n\n13.2**\n\n​\n\n[CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](casif-20251231xex13d2.htm)\n\n15.1*\n\n​\n\n[Consent of KPMG Huazhen LLP](casif-20251231xex15d1.htm)\n\n97.1\n\n​\n\n[Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Form 20-F filed on March 28, 2024)](https://www.sec.gov/Archives/edgar/data/1962738/000155837024004190/casi-20231231xex97d1.htm)\n\n101.INS*\n\n​\n\nInline XBRL–Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document\n\n101.SCH*\n\n​\n\nInline XBRL Taxonomy Extension Scheme Document\n\n101.CAL*\n\n​\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF*\n\n​\n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB*\n\n​\n\nInline XBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE*\n\n​\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104*\n\n​\n\nCover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)\n\n*\n\nFiled with this Annual Report on Form 20-F.\n\n**\n\nFurnished with this Annual Report on Form 20-F.\n\n+\n\nCertain portions of this exhibit have been omitted based upon a request for confidential treatment under 17 C.F.R. section 200.80(b)(4) and 240.24b-2. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions have been filed separately with the Commission pursuant to our confidential treatment request.\n\n++\n\nInformation in this exhibit identified by brackets is confidential and has been excluded pursuant to Item 601(B)(10)(IV) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to CASI Pharmaceuticals, Inc. if publicly disclosed.\n\n114\n\n[Table of Contents](#TOC)\n\n+++ Information in this exhibit identified by brackets has been redacted because it is not material and is the type that the Company treats as private or confidential.\n\n​\n\n​\n\n​\n\n115\n\n[Table of Contents](#TOC)\n\n**SIGNATURES**\n\nThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.\n\n​\n\n​\n\n​\n\n​\n\nCASI Pharmaceuticals, Inc.\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ Wei-Wu He\n\n​\n\n​\n\nName: Wei-Wu He\n\n​\n\n​\n\nTitle: Chairman to the board and principal executive officer\n\n​\n\n​\n\n​\n\nDate: May 15, 2026\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n116\n\n[Table of Contents](#TOC)\n\nThe following consolidated financial statements of CASI Pharmaceuticals, Inc. are included in Item 8:\n\n[Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (KPMG Huazhen LLP, Beijing, China, Auditor Firm ID: 1186)\n\n  ​ ​ ​\n\nF-2\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#ConsolidatedBalanceSheets_371789)\n\n​\n\nF-4\n\n[Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025, 2024, and 2023](#ConsolidatedStatementsofOperationsandCom)\n\n​\n\nF-5\n\n[Consolidated Statements of Shareholders’ (Deficit) Equity for the years ended December 31, 2025, 2024, and 2023](#ConsolidatedStatementsofStockholdersEqui)\n\n​\n\nF-6\n\n[Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023](#ConsolidatedStatementsofCashFlows_221235)\n\n​\n\nF-7\n\n[Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_7)\n\n​\n\nF-8\n\n​\n\n​\n\n​\n\nF-1\n\n[Table of Contents](#TOC)\n\n**Report of Independent Registered Public Accounting Firm**\n\nTo the Shareholders and Board of Directors\nCASI Pharmaceuticals, Inc.:\n\n*Opinion on the Consolidated Financial Statements*\n\nWe have audited the accompanying consolidated balance sheets of CASI Pharmaceuticals, Inc. and**subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ (deficit) equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.\n\n*Going Concern*\n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n*Basis for Opinion*\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nF-2\n\n[Table of Contents](#TOC)\n\n*Critical Audit Matter*\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\n\n*Assessment of impairment triggering events related to the manufacturing asset group*\n\nAs discussed in Notes 2, 5, 6 and 7 to the consolidated financial statements, as of December 31, 2025, the Company had property, plant and equipment, net of $6,968 thousand, right of use assets of $2,548 thousand, and intangible assets, net of $221 thousand, a portion of which related to the manufacturing asset group. The Company reviews long-lived assets for impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of an asset or asset group may not be recoverable.\n\nWe identified the assessment of impairment triggering events related to the manufacturing asset group as a critical audit matter. The assessment of whether adverse changes in**operating results and industry conditions associated with the use of the manufacturing asset group represented a triggering event required a higher degree of subjective auditor judgment.\n\nThe following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal control related to the Company’s process to identify and evaluate triggering events that indicate the carrying value of the manufacturing asset group may not be recoverable. We evaluated the Company’s identification of triggering events related to the assessment of expected operating results for the manufacturing asset group by comparing the expected operating results assessed by management to historical information and currently available public information including industry reports and publicly available market data for competitive products. In addition, we evaluated the Company’s assessment of changes in industry conditions by comparing them to industry outlook using data obtained from publicly available industry and market information.\n\n​\n\n/s/ KPMG Huazhen LLP\n\n \n\n \n\n \n\nWe have served as the Company’s auditor since 2019.\n\n \n\n \n\n \n\nBeijing, China\n\n \n\nMay 15, 2026\n\n \n\n​\n\n​\n\n​\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\nCASI Pharmaceuticals, Inc.\n\nConsolidated Balance Sheets\n\n(In USD thousands, except share and per share data)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\nASSETS\n\n​\n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCurrent assets:\n\n​\n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash and cash equivalents\n\n​\n\n$\n\n5,632\n\n​\n\n$\n\n13,468\n\nInvestment in equity securities, at fair value\n\n​\n\n \n\n—\n\n​\n\n \n\n2,623\n\nAccounts receivable, net of nil expected credit loss\n\n​\n\n​\n\n4,092\n\n​\n\n​\n\n15,345\n\nInventories\n\n​\n\n​\n\n1,598\n\n​\n\n​\n\n5,252\n\nPrepaid expenses and other\n\n​\n\n \n\n2,135\n\n​\n\n \n\n2,888\n\nTotal current assets\n\n​\n\n \n\n13,457\n\n​\n\n \n\n39,576\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLong-term investments\n\n​\n\n​\n\n1,716\n\n​\n\n​\n\n1,913\n\nProperty, plant and equipment, net\n\n​\n\n \n\n6,968\n\n​\n\n \n\n7,868\n\nIntangible assets, net\n\n​\n\n \n\n221\n\n​\n\n \n\n238\n\nRight of use assets\n\n​\n\n​\n\n2,548\n\n​\n\n​\n\n3,492\n\nOther assets\n\n​\n\n \n\n740\n\n​\n\n \n\n587\n\nTotal assets\n\n​\n\n$\n\n25,650\n\n​\n\n$\n\n53,674\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nCurrent liabilities:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nAccounts payable\n\n​\n\n$\n\n1,065\n\n​\n\n$\n\n2,723\n\nBank borrowings\n\n​\n\n \n\n1,001\n\n​\n\n \n\n—\n\nAccrued and other current liabilities\n\n​\n\n \n\n24,171\n\n​\n\n \n\n15,344\n\nConvertible notes due to a related party\n\n​\n\n​\n\n4,243\n\n​\n\n​\n\n—\n\nCurrent portion of long term borrowing\n\n​\n\n \n\n19,190\n\n​\n\n \n\n18,385\n\nTotal current liabilities\n\n​\n\n​\n\n49,670\n\n​\n\n​\n\n36,452\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther liabilities\n\n​\n\n \n\n13,262\n\n​\n\n \n\n15,371\n\nTotal liabilities\n\n​\n\n \n\n62,932\n\n​\n\n \n\n51,823\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCommitments and contingencies (Note 19)\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nShareholders’ (deficit) equity:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n$0.0001 par value, 500,000,000 shares authorized\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n20,967,869 shares and 15,904,533 shares issued at December 31, 2025 and 2024, respectively;\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n20,555,873 shares and 15,492,581 shares outstanding at December 31, 2025 and 2024, respectively\n\n​\n\n​\n\n2\n\n​\n\n \n\n2\n\nTreasury shares, at cost: 411,996 shares and 411,952 shares held at December 31, 2025 and 2024\n\n​\n\n \n\n(9,604)\n\n​\n\n \n\n(9,604)\n\nAdditional paid-in capital\n\n​\n\n \n\n722,238\n\n​\n\n \n\n713,302\n\nAccumulated other comprehensive loss\n\n​\n\n \n\n(1,785)\n\n​\n\n \n\n(1,774)\n\nAccumulated deficit\n\n​\n\n \n\n(748,133)\n\n​\n\n \n\n(700,075)\n\nTotal shareholders’ (deficit) equity\n\n​\n\n \n\n(37,282)\n\n​\n\n \n\n1,851\n\nTotal liabilities and shareholders’ (deficit) equity\n\n​\n\n$\n\n25,650\n\n​\n\n$\n\n53,674\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\nCASI Pharmaceuticals, Inc.\n\nConsolidated Statements of Operations and Comprehensive Loss\n\n(In USD thousands, except share and per share data)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nRevenues\n\n​\n\n$\n\n20,712\n\n​\n\n$\n\n28,537\n\n​\n\n$\n\n33,879\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCosts of revenues\n\n​\n\n​\n\n(10,636)\n\n​\n\n​\n\n(17,391)\n\n​\n\n​\n\n(13,827)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGross Profit\n\n​\n\n​\n\n10,076\n\n​\n\n​\n\n11,146\n\n​\n\n​\n\n20,052\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating (expenses) income:\n\n​\n\n \n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\nResearch and development\n\n​\n\n \n\n(6,308)\n\n​\n\n​\n\n(8,917)\n\n​\n\n​\n\n(9,861)\n\nGeneral and administrative\n\n​\n\n​\n\n(28,271)\n\n​\n\n​\n\n(23,577)\n\n​\n\n​\n\n(25,387)\n\nSelling and marketing\n\n​\n\n \n\n(18,343)\n\n​\n\n​\n\n(17,866)\n\n​\n\n​\n\n(16,450)\n\nOther operating income\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2\n\n​\n\n​\n\n6,366\n\nGain on disposal of long-lived assets\n\n​\n\n​\n\n—\n\n​\n\n​\n\n479\n\n​\n\n​\n\n—\n\nForeign exchange gain (loss)\n\n​\n\n​\n\n(2,161)\n\n​\n\n​\n\n(192)\n\n​\n\n​\n\n200\n\nImpairment of intangible assets\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(696)\n\n​\n\n​\n\n—\n\nTotal operating expenses\n\n​\n\n \n\n(55,083)\n\n​\n\n​\n\n(50,767)\n\n​\n\n​\n\n(45,132)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLoss from operations\n\n​\n\n​\n\n(45,007)\n\n​\n\n​\n\n(39,621)\n\n​\n\n​\n\n(25,080)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNon-operating (expense) income:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nInterest expense\n\n​\n\n​\n\n(840)\n\n​\n\n​\n\n(871)\n\n​\n\n​\n\n(15)\n\nInterest income\n\n​\n\n \n\n135\n\n​\n\n​\n\n539\n\n​\n\n​\n\n629\n\nOther income\n\n​\n\n​\n\n20\n\n​\n\n​\n\n188\n\n​\n\n​\n\n764\n\nChange in fair value of investments\n\n​\n\n \n\n(179)\n\n​\n\n​\n\n1,696\n\n​\n\n​\n\n(581)\n\nImpairment loss of long-term investments\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(2,009)\n\nLoss before income tax benefit and share of net loss in an equity investee\n\n​\n\n​\n\n(45,871)\n\n​\n\n​\n\n(38,069)\n\n​\n\n​\n\n(26,292)\n\nIncome tax benefit\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n81\n\nNet loss before share of net loss in an equity investee\n\n​\n\n​\n\n(45,871)\n\n​\n\n​\n\n(38,069)\n\n​\n\n​\n\n(26,211)\n\nShare of net loss in an equity investee\n\n​\n\n​\n\n(2,187)\n\n​\n\n​\n\n(1,189)\n\n​\n\n​\n\n(48)\n\nNet loss\n\n​\n\n​\n\n(48,058)\n\n​\n\n​\n\n(39,258)\n\n​\n\n​\n\n(26,259)\n\nLess:Loss attributable to redeemable noncontrolling interest\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(2,602)\n\nAccretion to redeemable noncontrolling interest redemption value\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n3,281\n\nDeemed dividends to Wuxi LP\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n22\n\nNet loss attributable to CASI Pharmaceuticals, Inc.\n\n​\n\n$\n\n(48,058)\n\n​\n\n$\n\n(39,258)\n\n​\n\n$\n\n(26,960)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss per share (basic and diluted)\n\n​\n\n$\n\n(2.59)\n\n​\n\n$\n\n(2.56)\n\n​\n\n$\n\n(2.02)\n\nWeighted-average shares outstanding used in computing net loss per share, basic and diluted\n\n​\n\n \n\n18,538,046\n\n​\n\n​\n\n15,340,277\n\n​\n\n​\n\n13,360,185\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nComprehensive loss:\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss\n\n​\n\n$\n\n(48,058)\n\n​\n\n$\n\n(39,258)\n\n​\n\n$\n\n(26,259)\n\nForeign currency translation adjustment\n\n​\n\n \n\n(11)\n\n​\n\n​\n\n(574)\n\n​\n\n​\n\n(1,118)\n\nTotal comprehensive loss\n\n​\n\n$\n\n(48,069)\n\n​\n\n$\n\n(39,832)\n\n​\n\n$\n\n(27,377)\n\nLess: Comprehensive loss attributable to redeemable noncontrolling interest\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(3,223)\n\nComprehensive loss attributable to ordinary shareholders\n\n​\n\n$\n\n(48,069)\n\n​\n\n$\n\n(39,832)\n\n​\n\n$\n\n(24,154)\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\nCASI Pharmaceuticals, Inc.\n\nConsolidated Statements of Shareholders’ (Deficit) Equity\n\n(In USD thousands, except share data)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Accumulated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Additional**\n\n​\n\n​\n\n​\n\n​\n\n**Other**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary Share**\n\n​\n\n**Paid-in**\n\n​\n\n**Treasury**\n\n​\n\n**Comprehensive**\n\n​\n\n**Accumulated**\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Capital**\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Income (Loss)**\n\n**  ​ ​ ​**\n\n**Deficit**\n\n**  ​ ​ ​**\n\n**Total**\n\n**Balance at December 31, 2022**\n\n \n\n13,457,625\n\n​\n\n$\n\n1\n\n​\n\n$\n\n691,766\n\n​\n\n$\n\n(9,330)\n\n​\n\n$\n\n(703)\n\n​\n\n$\n\n(637,160)\n\n​\n\n$\n\n44,574\n\nRepurchase of ordinary shares\n\n​\n\n(136,118)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(4)\n\n​\n\n​\n\n(274)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(278)\n\nIssuance of ordinary shares for options exercised\n\n​\n\n56,668\n\n​\n\n​\n\n—\n\n​\n\n​\n\n109\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n109\n\nShare-based compensation expense, net of forfeitures\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n7,217\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n7,217\n\nForeign currency translation adjustment\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(497)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(497)\n\nNet loss attributable to CASI Pharmaceuticals, Inc.\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(3,303)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(23,657)\n\n​\n\n​\n\n(26,960)\n\n**Balance at December 31, 2023**\n\n \n\n13,378,175\n\n​\n\n$\n\n1\n\n​\n\n$\n\n695,785\n\n​\n\n$\n\n(9,604)\n\n​\n\n$\n\n(1,200)\n\n​\n\n$\n\n(660,817)\n\n​\n\n$\n\n24,165\n\nIssuance of ordinary shares for options exercised\n\n​\n\n1,094,406\n\n​\n\n​\n\n*\n\n​\n\n​\n\n2,111\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2,112\n\nIssuance of ordinary share pursuant to a PIPE Transaction (Note 12)\n\n​\n\n1,020,000\n\n​\n\n​\n\n*\n\n​\n\n​\n\n15,000\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n15,000\n\nShare issuance costs of a PIPE Transaction (Note 12)\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(900)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(900)\n\nShare-based compensation expense, net of forfeitures\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,306\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,306\n\nFair value change of available for sale debt security\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n37\n\n​\n\n​\n\n—\n\n​\n\n​\n\n37\n\nAvailable for sale debt security reclassification adjustment\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(37)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(37)\n\nForeign currency translation adjustment\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(574)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(574)\n\nNet loss\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(39,258)\n\n​\n\n​\n\n(39,258)\n\n**Balance at December 31, 2024**\n\n​\n\n15,492,581\n\n​\n\n$\n\n2\n\n​\n\n$\n\n713,302\n\n​\n\n$\n\n(9,604)\n\n​\n\n$\n\n(1,774)\n\n​\n\n$\n\n(700,075)\n\n​\n\n$\n\n1,851\n\nIssuance of ordinary shares for options and warrants exercised\n\n​\n\n1,009,456\n\n​\n\n​\n\n*\n\n​\n\n​\n\n56\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n56\n\nIssuance of ordinary share pursuant to an ATM Transaction (Note 12)\n\n​\n\n4,053,836\n\n​\n\n​\n\n*\n\n​\n\n​\n\n5,878\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n5,878\n\nShare issuance costs of an ATM Transaction (Note 12)\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(741)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(741)\n\nDeemed contribution from shareholder as a result of issuance of Convertible notes (Note 18)\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n757\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n757\n\nShare-based compensation expense, net of forfeitures\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2,986\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2,986\n\nForeign currency translation adjustment\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(11)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(11)\n\nNet loss\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(48,058)\n\n​\n\n​\n\n(48,058)\n\n**Balance at December 31, 2025**\n\n​\n\n20,555,873\n\n​\n\n$\n\n2\n\n​\n\n$\n\n722,238\n\n​\n\n$\n\n(9,604)\n\n​\n\n$\n\n(1,785)\n\n​\n\n$\n\n(748,133)\n\n​\n\n$\n\n(37,282)\n\n​\n\n*Less than one thousand.\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n​\n\nF-6\n\n[Table of Contents](#TOC)\n\nCASI Pharmaceuticals, Inc.\n\nConsolidated Statements of Cash Flows\n\n(In USD thousands)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n**Years Ended December 31,**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**CASH FLOWS FROM OPERATING ACTIVITIES**\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n​\n\n \n\n​\n\n  ​\n\nNet loss\n\n​\n\n$\n\n(48,058)\n\n​\n\n$\n\n(39,258)\n\n​\n\n$\n\n(26,259)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDepreciation for property, plant and equipment\n\n​\n\n \n\n1,229\n\n​\n\n​\n\n1,270\n\n​\n\n​\n\n2,454\n\nAmortization of intangible assets\n\n​\n\n \n\n28\n\n​\n\n​\n\n1,061\n\n​\n\n​\n\n1,287\n\nReduction in the carrying amount of the right-of-use assets\n\n​\n\n​\n\n1,036\n\n​\n\n​\n\n1,119\n\n​\n\n​\n\n988\n\n(Gain) loss on disposal of long-lived assets\n\n​\n\n \n\n7\n\n​\n\n​\n\n(479)\n\n​\n\n​\n\n—\n\nWrite-down of inventories\n\n​\n\n​\n\n1,149\n\n​\n\n​\n\n4,797\n\n​\n\n​\n\n—\n\nImpairment of intangible assets\n\n​\n\n​\n\n—\n\n​\n\n​\n\n696\n\n​\n\n​\n\n—\n\nShare-based compensation expense\n\n​\n\n \n\n2,986\n\n​\n\n​\n\n1,306\n\n​\n\n​\n\n7,217\n\nChange in fair value of investments\n\n​\n\n \n\n179\n\n​\n\n​\n\n(1,696)\n\n​\n\n​\n\n581\n\nShare of net loss of an equity investee\n\n​\n\n​\n\n2,187\n\n​\n\n​\n\n1,189\n\n​\n\n​\n\n48\n\nGain from extinguishment of investment in a convertible loan\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(474)\n\nImpairment loss of long-term investments\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2,009\n\nChanges in operating assets and liabilities:\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAccounts receivable\n\n​\n\n​\n\n11,253\n\n​\n\n​\n\n(5,794)\n\n​\n\n​\n\n3,422\n\nReceivable from a related party\n\n​\n\n​\n\n—\n\n​\n\n​\n\n587\n\n​\n\n​\n\n(587)\n\nInventories\n\n​\n\n​\n\n2,505\n\n​\n\n​\n\n5,828\n\n​\n\n​\n\n(9,739)\n\nPrepaid expenses and other\n\n​\n\n \n\n9\n\n​\n\n​\n\n319\n\n​\n\n​\n\n701\n\nAccounts payable\n\n​\n\n \n\n(1,658)\n\n​\n\n​\n\n(1,715)\n\n​\n\n​\n\n1,149\n\nAccrued liabilities and other liabilities\n\n​\n\n \n\n6,394\n\n​\n\n​\n\n1,546\n\n​\n\n​\n\n(876)\n\nIncome tax payable\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,888)\n\nNet cash used in operating activities\n\n​\n\n \n\n(20,754)\n\n​\n\n​\n\n(29,224)\n\n​\n\n​\n\n(19,967)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**CASH FLOWS FROM INVESTING ACTIVITIES**\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​\n\nPurchases of property, plant and equipment\n\n​\n\n​\n\n(16)\n\n​\n\n​\n\n(223)\n\n​\n\n​\n\n(204)\n\nProceeds from sale of intangible assets\n\n​\n\n​\n\n—\n\n​\n\n​\n\n500\n\n​\n\n​\n\n—\n\nPurchase of intangible assets\n\n​\n\n​\n\n(13)\n\n​\n\n​\n\n(17)\n\n​\n\n​\n\n(2,037)\n\nProceeds from sales of equity securities\n\n​\n\n​\n\n2,604\n\n​\n\n​\n\n467\n\n​\n\n​\n\n—\n\nCash paid to acquire equity interests in an equity method investee\n\n​\n\n​\n\n(1,624)\n\n​\n\n​\n\n(1,370)\n\n​\n\n​\n\n—\n\nPurchase of short term investments and term deposits\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,407)\n\n​\n\n​\n\n(51,754)\n\nProceeds from sales or maturity of short term investments and term deposits\n\n​\n\n​\n\n—\n\n​\n\n​\n\n13,294\n\n​\n\n​\n\n43,322\n\nProceeds from extinguishment of investment in a convertible loan\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,000\n\nNet cash provided by (used in) investing activities\n\n​\n\n \n\n951\n\n​\n\n​\n\n11,244\n\n​\n\n​\n\n(9,673)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**CASH FLOWS FROM FINANCING ACTIVITIES**\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nProceeds from issuance of ordinary shares\n\n​\n\n \n\n5,878\n\n​\n\n​\n\n15,000\n\n​\n\n​\n\n—\n\nPayment of issuance costs\n\n​\n\n \n\n(681)\n\n​\n\n​\n\n(960)\n\n​\n\n​\n\n—\n\nProceeds from issuance of convertible note\n\n​\n\n​\n\n5,000\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nProceeds from exercise of share options\n\n​\n\n \n\n56\n\n​\n\n​\n\n2,112\n\n​\n\n​\n\n109\n\nDividend payment to Wuxi LP\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(718)\n\n​\n\n​\n\n(738)\n\nProceeds from bank borrowings\n\n​\n\n​\n\n1,001\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nRepurchase of ordinary shares\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(278)\n\nNet cash provided by (used in) financing activities\n\n​\n\n \n\n11,254\n\n​\n\n​\n\n15,434\n\n​\n\n​\n\n(907)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nEffect of exchange rate change on cash and cash equivalents\n\n​\n\n \n\n713\n\n​\n\n​\n\n(1,069)\n\n​\n\n​\n\n518\n\nNet decrease in cash and cash equivalents\n\n​\n\n​\n\n(7,836)\n\n​\n\n​\n\n(3,615)\n\n​\n\n​\n\n(30,029)\n\nCash and cash equivalents at beginning of year\n\n​\n\n​\n\n13,468\n\n​\n\n​\n\n17,083\n\n​\n\n​\n\n47,112\n\nCash and cash equivalents at end of year\n\n​\n\n​\n\n5,632\n\n​\n\n​\n\n13,468\n\n​\n\n​\n\n17,083\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSupplemental disclosure of cash flow information:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nInterest paid\n\n​\n\n​\n\n4\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nIncome taxes paid\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,807\n\nNon-cash investing and financing activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPayables related to property, plant and equipment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n8\n\n​\n\n​\n\n99\n\nExchange of redeemable noncontrolling interest to long term borrowing (Note 11)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n18,895\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\nF-7\n\n[Table of Contents](#TOC)\n\nCASI Pharmaceuticals, Inc.\n\nNotes to Consolidated Financial Statements\n\n​\n\n1.      DESCRIPTION OF BUSINESS\n\n**History****and Organization**\n\nIn 1991, CASI Pharmaceuticals, Inc. was established in Delaware (“CASI Delaware”) as a biopharmaceutical company focused on developing and commercializing innovative therapeutics and pharmaceutical products in the United States. In 2012, with new leadership, CASI Delaware shifted its business strategy to China and has since built an infrastructure in China that includes sales and marketing, medical affairs, regulatory and clinical development and in the foreseeable future, manufacturing.\n\nCASI Pharmaceuticals Holdings, Inc. (“CASI Cayman”, “CASI” or “the Company”) is focused on acquiring, developing and commercializing products that augment the Company’s hematology oncology therapeutic focus as well as other areas of unmet medical need. The majority of the Company’s operations and activities are now located in China and are conducted primarily through two subsidiaries: (i) CASI Pharmaceuticals (China) Co., Ltd. (“CASI China”), which is wholly owned and is located in Beijing, China, and (ii) CASI Pharmaceuticals (Wuxi) Co., Ltd. (“CASI Wuxi”), which is located in Wuxi, China. CASI China is primarily responsible for the day-to-day operations, and oversee the Company’s commercial activities throughout China. CASI Wuxi is to support the Company’s clinical and commercial manufacturing needs, to manage its supply chain for certain products, and to operate a GMP manufacturing facility in China. In January 2023, CASI Delaware established CASI Pharmaceuticals Holdings, Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of CASI Delaware. On January 31, 2023, CASI Delaware and CASI Cayman entered into a definitive agreement and plan of merger (the “Merger Agreement”) related to a proposed merger transaction. The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, CASI Delaware merged with and into CASI Cayman (the “Redomicile Merger”), with CASI Cayman surviving and changing its name to CASI Pharmaceuticals, Inc. Following the Redomicile Merger, CASI Cayman, together with its subsidiaries, owns and continues to conduct business in substantially the same manner as was being conducted by CASI Delaware and its subsidiaries.\n\nThe Merger Agreement and the Redomicile Merger were approved by the stockholders of CASI Delaware at a special meeting of stockholders held on March 20, 2023. The Merger Agreement was filed with CASI Cayman’s Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2023 (the “Registration Statement”) and CASI Cayman’s prospectus filed with the SEC on February 14, 2023 (the “Prospectus”). The Merger Agreement and Redomicile Merger is described in details in CASI Cayman’s proxy statement/prospectus filed with the SEC on January 31, 2023.\n\nOn March 21, 2023, CASI Delaware and CASI Cayman completed the Redomicile Merger. Each issued and outstanding stock of CASI Delaware’s common stock was converted to one ordinary share of CASI Cayman. The consolidated financial statements of CASI Cayman represents the continuation of the financial statements of CASI Delaware, reflecting the assets and liabilities, accumulated deficit, and other equity balances of CASI Delaware before the Redomicile Merger. The equity structure is restated using the exchange ratio established in the Merger Agreement to reflect the number of shares of CASI Cayman.\n\nOn May 12, 2025, the Company entered into a definitive equity and assets transfer agreement with Kaixin Pharmaceuticals Inc. (\"Kaixin Pharmaceuticals\"), a Cayman Islands incorporated entity wholly-owned by Dr. Wei-Wu He, the then Chairman of the board of directors and CEO of the Company and two direct wholly-owned subsidiaries of the Company in China, CASI China and CASI Wuxi (the \"Target Companies\"), pursuant to which the Company shall sell and transfer, and Kaixin Pharmaceuticals shall purchase and acquire, 100% equity interests in both Target Companies (the \"Target Equity Interests\"), and all licensing rights, distribution rights, supply arrangements and related rights related to BI-1206 (in China), CID-103(in Asia excluding Japan) and Thiotepa (in China excluding Hong Kong, Macau and Taiwan) (the \"Target Pipeline Products\") 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 \"Spin-off Transaction\"). The closing of the Transaction shall be subject to certain conditions, including resolution of certain judicial freeze on the Target Equity Interests issued in connection with certain ongoing legal dispute of the Company, which are not usual and customary for sales of such entities. 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. After the closing of the Transaction, the Company expects to retain the rights related to CID-103 (in Japan and non-Asian regions), EVOMELA®, FOLOTYN®, CNCT19 and CB-5339, and remain firmly committed to progressing CID-103 at\n\nF-8\n\n[Table of Contents](#TOC)\n\nan accelerated pace. As of the date of this report, the company has been ordered by the court to freeze the transfer of certain equity interest the Company owns in CASI China and CASI Wuxi due to the ongoing arbitration with Juventas.\n\n**Core Product and Candidates******\n\nThe Company launched its first commercial product, EVOMELA® (Melphalan for Injection) in China in August 2019. In China, EVOMELA® is approved for use as a conditioning treatment prior to stem cell transplantation and as a palliative treatment for patients with multiple myeloma. EVOMELA®, was originally licensed from Spectrum Pharmaceuticals, Inc. (“Spectrum”). The Company had a supply agreement with Spectrum to support its application for import drug registration and for commercialization purposes. Spectrum completed the sale of its portfolio of FDA-approved hematology/oncology products including EVOMELA® to Acrotech Biopharma L.L.C. (“Acrotech”) on March 1, 2019. The original supply agreement with Spectrum was assumed by Acrotech.\n\nOn July 31, 2023, the Company entered into a tripartite assignment agreement (the “FOLOTYN® Assignment Agreement”) with Mundipharma International Corporation Limited (“MICL”), Mundipharma Medical Company (“MMCo”) and Acrotech, pursuant to which, MICL’s rights and obligations under that certain License, Development and Commercialization Agreement (as amended and restated) dated as of May 29, 2013 for the commercialization of FOLOTYN® (Pralatrexate) in China, with certain terms of such rights and obligations amended as agreed to by the parties, is assigned to the Company. FOLOTYN® (Pralatrexate) is a dihydrofolate reductase inhibitor indicated for the treatment of patients with relapsed or refractory peripheral T-cell lymphoma (“PTCL”). This product was approved by both the U.S. Food and Drug Administration (“FDA”) and China’s National Medical Products Administration (“NMPA ”) for PTCL. On August 27, 2025, the Company received verbal communication from the China Center for Drug Evaluation (“CDE”) of the NMPA that the renewal application for the original Import Drug Registration License for FOLOTYN® had not been granted and that, as a result, the current Import Drug Registration License for FOLOTYN®  expired as of August 25, 2025. Later, the Company received a formal notice from the NMPA that the Company’s renewal application was not approved. As a result, the Company ceased the sale of FOLOTYN® in China pursuant to the relevant regulations and rules. In the meantime, the Company may continue FOLOTYN® clinical trial activities in China as permitted by relevant governmental authorities. The Company will continue to monitor relevant developments and take commercially reasonable measures with respect to the commercialization plan of FOLOTYN® in China.\n\nIn May 2025, the Company received NMPA marketing approval for MAFALAN® (generic melphalan), its first self-manufactured commercial product in China. MAFALAN® is approved for high-dose conditioning treatment prior to hematopoietic stem cell transplantation in patients with multiple myeloma and for palliative treatment of patients with multiple myeloma for whom oral therapy is not appropriate. Manufactured at the Company’s own cGMP facility in the Wuxi Huishan Economic Development Zone, MAFALAN® is positioned as a domestically produced alternative to the imported originator product, EVOMELA®, leveraging localized production to achieve competitive cost structure while maintaining international quality standards. The Company will continue to invest its time, resources, and efforts in the commercialization of MAFALAN® in China, and, over time, in global markets, including hospital formulary inclusions, physician engagement, and reimbursement opportunities.\n\nIn February 2026, the Company received NMPA’s approval for thiotepa and intends to advance and commercialize this product in China. The Company has an exclusive China license and distribution rights to a novel formulation of thiotepa, a chemotherapeutic agent, which has multiple indications including as a conditioning treatment for use prior to certain allogeneic haemopoietic stem cell transplants. Thiotepa has a long history of established use in the hematology/oncology setting.\n\nThe other core hematology/oncology assets in the Company’s pipeline include:\n\n·\n\n*CID-103*is a full human IgG1 anti-CD38 monoclonal antibody recognizing a unique epitope that has demonstrated an encouraging pre-clinical efficacy and safety profile compared to other anti-CD38 monoclonal antibodies, and which the Company has exclusive global rights. CID-103 is being developed for the treatment of patients with multiple myeloma. The Phase 1 dose escalation and expansion study of CID-103, in patients with previously treated, relapsed or refractory multiple myeloma has been suspended in France and the UK. A separate IND for the R/R MM indication has been approved by CDE of China's NMPA in June 2024. Peer-reviewed medical literature, including important articles in the New England Journal of Medicine, points to the promise of the anti-CD38 approach in organ transplant rejection and autoimmune diseases such as immune thrombocytopenia (ITP). In May 2024, the Company announced the clearance of IND application with the US FDA for the initiation of a phase 1/2 study of CID-103 in adults with ITP. In October 2024, the CDE approved the CTA for a phase 1/2 study of CID-103 in patients with chronic Immune Thrombocytopenia (ITP). The Chinese ITP study is part of the global study that was approved by the US FDA in May 2024. In January 2025, the Company announced\n\nF-9\n\n[Table of Contents](#TOC)\n\nthe first patient was enrolled and dosed in the ITP trial. In August 2025, the Company announced FDA clearance of an IND application for CID-103 in adults with active and chronic active renal allograft antibody mediated rejection (AMR). In January 2026, the Company announced that China NMPA has approved a CTA conduct a Phase 1/2 clinical trial for CID-103 in adults with chronic active renal allograft AMR. The Phase 1/2 clinical trial is a dose-ranging and safety study evaluating the tolerability and efficacy of CID-103 in patients with renal allograft AMR.\n\n·\n\n*BI-1206*In October 2020, the Company entered into an exclusive licensing agreement with BioInvent International AB (“BioInvent”) for the development and commercialization of novel anti-FcγRIIB antibody, BI-1206, in Mainland China, Taiwan, Hong Kong and Macau. BioInvent is a biotechnology company focused on the discovery and development of first-in-class immune-modulatory antibodies for cancer immunotherapy. BI-1206 is being investigated in a Phase 1/2 trial, in combination with anti-PD1 therapy Keytruda® (pembrolizumab), in patients with solid tumors, and in a Phase 1/2a trial in combination with MabThera® (rituximab) in patients with relapsed/refractory non-Hodgkin lymphoma (NHL). CTA was approved by China NMPA in December 2021 and ethics committee approvals have been received in January of 2022. The Company obtained approval from China Human Genetic Resources Administrative Office (“HGRAO”) in April 2022. The Company is planning a Phase 1 study of BI-1206 in combination with rituximab in patients with NHL (mantle cell lymphoma, marginal zone lymphoma, and follicular lymphoma) to assess PK, safety and tolerability, with a goal to select the Recommended Phase 2 Dose based on early signs of clinical efficacy as part of its development program for BI-1206 in China. The study received regulatory approval from the China Center for Drug Evaluation (“CDE”) in the second quarter of 2022, and the first patient was enrolled and dosed in the third quarter of 2022. The enrollment for Phase 1 study has been completed in December 2025.\n\n·\n\n*CNCT19* is an autologous CD19 CAR-T investigative product (“CNCT19”) being developed by the Company’s partner Juventas for which it has exclusive worldwide co-commercial and profit-sharing rights. CNCT19 is being developed as a potential treatment for patients with hematological malignancies which express CD19 including, B-cell acute lymphoblastic leukemia (“B-ALL”) and B-cell non-Hodgkin lymphoma (“B-NHL”). CNCT19 targets CD19, a B-cell surface protein widely expressed during all phases of B-cell development and a validated target for B-cell driven hematological malignancies. CD19 targeted CAR constructs from several different institutions have demonstrated consistently high antitumor efficacy in children and adults with relapsed B-cell acute lymphoblastic leukemia (B-ALL), chronic lymphocytic leukemia (CLL), and B-cell non-Hodgkin lymphoma (B-NHL). In November 2023, The NMPA has granted market approval for Juventas' investigational cell therapy, CNCT19 (Inaticabtagene Autoleucel), for the treatment of relapsed and refractory B-cell acute lymphoblastic leukemia (r/r B-ALL) in China.\n\n·\n\n*CB-5339*is a novel VCP/p97 inhibitor focused on valosin-containing protein (VCP)/p97 as a novel target in protein homeostasis, DNA damage response and other cellular stress pathways for therapeutic use in the treatment of patients with various malignancies. The Company entered into an exclusive license on March 21, 2021 with Cleave Therapeutics, Inc. (“Cleave”) for the development and commercialization of CB-5339 in Mainland China, Hong Kong, Macau and Taiwan. CB-5339, an oral second-generation, small molecule VCP/p97 inhibitor, has been evaluated in a Phase 1 clinical trial in patients with acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). The Company submitted the CB-5339 CTA application for the multiple myeloma indication in March 2022 and received approval from the NMPA in January 2023.\n\nLiquidity and Capital Resources\n\nThe financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, our recurring operating losses raise substantial doubt about our ability to continue as a going concern.\n\nSince its inception in 1991, the Company has incurred significant losses from operations and, as of December 31, 2025, has incurred an accumulated deficit of $748.1 million. For the year ended December 31, 2025, the Company had a net loss of $48.1 million and a cash outflow for operating activities of $20.8 million. As of December 31, 2025, the Company had net current liabilities of $36.2 million. CASI China also entered into agreements with Precision Autoimmune Therapeutics Co., Ltd., (“PAT”) and two investors of PAT, respectively, to purchase each of their 19.8876% equity interest of PAT from the investor. The total consideration is RMB 56.8 million (approximately $8.1 million) plus interest in five installments. As of the date of this report, CASI China has paid RMB 35.4\n\nF-10\n\n[Table of Contents](#TOC)\n\nmillion (approximately $5.1 million) plus interest in total (See Note 3). The remaining consideration is due by June 30, 2026. Therefore, the Company will require additional liquidity to continue its operations over the next 12 months.\n\nHistorically, the Company has relied principally on proceeds from equity financing and bank borrowings to finance our operations and business expansion. The Company has evaluated plans to continue as a going concern which include, but are not limited to, (i) exploring opportunities for further equity financing (ii) reducing discretionary capital and operating expenses (iii) negotiate with creditor to ease the credit terms (iv) obtaining additional facilities from banks or other financial institutions, and (v) sale of assets or licenses on hand. Notwithstanding this, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.\n\nThe financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.\n\nLicense and Distribution Agreements\n\n*EVOMELA*®*License Arrangements with Acrotech***\n\nThe Company has product rights and perpetual exclusive licenses from Acrotech to develop and commercialize its commercial product EVOMELA® (Melphalan Hydrochloride For Injection) in the greater China region (which includes Mainland China, Taiwan, Hong Kong and Macau).\n\nBeginning in December 2024, the Company had a dispute with Acrotech concerning the License Agreement (the “License Agreement”), dated September 17, 2014, between Spectrum Pharmaceuticals, Inc. and the Company, granting the exclusive rights to the Company to commercialize Evomela® in China, which was later assigned to Acrotech on March 1, 2019. In April 2026, the Company and Acrotech resolved their dispute through an amicable settlement and entered into a binding term sheet.  The parties are currently negotiating a longer-form settlement agreement.\n\n*FOLOTYN*®*(Pralatrexate) License Agreement with MICL, MMCo and Acrotech*\n\nOn July 31, 2023, the Company entered into a tripartite assignment agreement (the “FOLOTYN® Assignment Agreement”) with MICL, MMCo and Acrotech, pursuant to which, MICL’s rights and obligations under the License, Development and Commercialization Agreement (as amended and restated) dated as of May 29, 2013 for the commercialization of FOLOTYN® (Pralatrexate) in China, with certain terms of such rights and obligations amended as agreed to by the parties, is assigned to the Company.\n\nIn relation to the FOLOTYN® Assignment Agreement, the Company and MICL entered into a payment agreement (the “Payment Agreement”), pursuant to which the Company will pay MICL a total of US$ 12 million, including (i) a one-time payment of US$ 2 million which was paid upon completion of the quality audit in 2023; (ii) a one time, non-refundable and non-creditable payment of US$ 2 million to be paid when the aggregate net sales of FOLOTYN® in China equals to or exceeds US$ 30,000,000, and (iii) in each calendar quarter, a one-time, non-refundable and non-creditable payment of an amount equal to 10% of net sales of FOLOTYN® in China in the preceding calendar quarter, until an aggregate amount of US$ 8 million is paid in such quarterly instalments. In the event that the Company has not paid the full amount of payment of US$10 million under (ii) and (iii) above (the “Deferred Payments”) on July 31, 2028, the remaining amount shall become immediately due and payable, unless the drug approval in China is not renewed by relevant regulatory authorities. In January 2026, the Company received a formal notice form the NMPA that the Company’s renewal application for FOLOTYN® was not granted so the Company ceased the sale of FOLOTYN® in the same month in China pursuant to the relevant regulations and rules.\n\n*China Resources Pharmaceutical Commercial Group International Trading Co., Ltd. (previously known as China Resources Guokang Pharmaceuticals Co., Ltd.)*\n\nIn March 2019, the Company entered into a three-year exclusive distribution agreement with China Resources Pharmaceutical Commercial Group International Trading Co., Ltd. (“CRPCGIT”) to appoint CRPCGIT on an exclusive basis as its distributor to distribute EVOMELA® in the territory of the People’s Republic of China (excluding Hong Kong, Taiwan and Macau), subject to certain terms and conditions. The Company’s internal marketing and sales team are responsible for commercial activities, including, for\n\nF-11\n\n[Table of Contents](#TOC)\n\nexample, direct interaction with therapeutic area experts, physicians, hospital centers and the generating of sales. The agreement was renewed in March 2022 for two years, and further extended in February 2024 for an additional three years.\n\n*C**hina National Medicines Corporation Ltd.*\n\nOn December 6, 2023, the Company entered into an Exclusive Distribution Agreement (the “Agreement”) with China National Medicines Corporation Ltd. (“CNMC”) and CASI China. Under the terms of the Agreement, the Company appointed CNMC on an exclusive basis as its sole distributor for the sale of Pralatrexate for Injection (Folotyn®) in the territory of the People’s Republic of China (excluding Hong Kong, Taiwan and Macau) (the “Territory”) during the term of one year, subject to certain terms and conditions. The agreement was extended for another two years and valid until December 5, 2026. CNMC may appoint sub-distributors of its choice in furtherance of this goal provided that the Company has been notified in writing and received the due diligence or any other information of the sub-distributor as the Company requests. CASI China is authorized to coordinate and communicate with parties to the Agreement and provide supports for the performance of the Agreement.\n\n*Distribution Agreement with****Guangzhou Gloria Biosciences Co., Ltd.*\n\nIn January 2025, CASI China entered into a distribution agreement with Guangzhou Gloria Biosciences Co., Ltd., pursuant to which CASI Wuxi was appointed as a distributor for the sales of YuTuo® (Zimberelimab) in the territory of China during the term of three years, subject to certain terms and conditions.\n\n*Precision Autoimmune Therapeutics Co., Ltd., (previously known as Beijing Tianshi Tongda Pharmaceuticals Technology Co., Ltd)*\n\nIn May 2022, the Company entered into a Sublicense Agreement (the “PAT Sublicense Agreement”) with PAT, a company established under the laws of China, pursuant to which the Company granted PAT an exclusive (subject to the commercialization and co-marketing rights), perpetual, worldwide license, with the right to freely grant further sublicenses subject to terms and conditions in the PAT Sublicense Agreement, for the investigational anti-CD38 monoclonal antibody TSK011010 licensed and controlled by the Company from Black Belt Therapeutics Limited, in the treatment, prevention and diagnosis of autoimmune diseases, conditions and disorders in humans. Pursuant to the PAT Sublicense Agreement, PAT will make an upfront payment of US$10,000,000 equivalent in two equal instalments upon completion of its first and second financing, respectively, plus potential future payments or reimbursement of development and sales milestones and royalties to the Company.\n\n*Juventas Cell Therapy Ltd. (“Juventas”)*\n\nIn June 2019, the Company entered into a license agreement for exclusive worldwide license to commercialize an autologous anti-CD19 T-cell therapy product (CNCT19) from Juventas (the “Exclusive License Agreement”).  Juventas is a China-based company engaged in cell therapy. The terms of the agreement include RMB 70 million ($10 million) of milestone payments upon the registration of Phase II clinical trial of CNCT19 and sales royalty payments. The milestone was met during the third quarter of 2020, the Company paid the milestone payment of RMB 70 million to Juventas in September 2020, and recognized it as acquired in-process research and development expenses in the consolidated statement of operations and comprehensive loss in 2020.\n\nIn September 2020, Juventas and its shareholders (including CASI Biopharmaceuticals (Wuxi) Co., Ltd (“CASI Biopharmaceuticals”), a subsidiary of the Company, ) agreed to certain terms and conditions required by a new third-party investor to facilitate the Series B financing of Juventas, pursuant to which the Company agreed to amend and supplement the original “licensing agreement (the \"Supplementary Agreement\") by agreeing to pay Juventas certain percentage of net profits generated from commercial sales of CNCT19 in addition to the royalty fee payment calculated as a percentage of net sales. The Supplementary Agreement also specifies a minimum annual target net profit to be distributed to Juventas and certain other terms and obligations. In return, the Company obtained additional equity interests in Juventas.\n\nUnder the Supplementary Agreement, Juventas and the Company will jointly market CNCT19, including, but not limited to, establishing medical teams, developing medical strategies, conducting post-marketing clinical studies, establishing Standardized Cell Therapy Centers, establishing and training providers with respect to cell therapy, testing for cell therapy, and monitoring quality controls (cell collection and transfusion, etc.), and patient management (adverse reactions treatment, patients’ follow-up visits, and establishment of a database). The Company also will reimburse Juventas for a portion of Juventas’ marketing expenses as reviewed and approved by\n\nF-12\n\n[Table of Contents](#TOC)\n\na joint commercial committee to be constituted. The Company will continue to be responsible for recruiting and establishing a sales team to commercialize CNCT19.\n\nIn September 2022, CASI Biopharmaceuticals entered into an Equity Transfer Agreement to transfer its equity interest in Juventas in the amount of RMB 240.9 million (approximately $33.9 million) to a limited partnership enterprise (see Note 3). The Exclusive License Agreement is still effective after this equity transfer.\n\nOn March 2, 2024, the Company received a notice from Juventas, which purported to terminate the CNCT19 Agreements. The Company responded to Juventas’ purported termination notice, noting that Juventas was not entitled to unilaterally terminate the CNCT19 Agreements and further demanding that Juventas cease any conduct that may constitute further breach of the CNCT19 Agreements and execute a written undertaking regarding compliance with the CNCT19 Agreements by March 13, 2024. Juventas did not comply with the Company’s demands. On March 20, 2024, the Company submitted a Notice of Arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) against Juventas pursuant to the CNCT19 Agreements’ dispute resolution clauses, claiming that Juventas’ purported termination was invalid and that Juventas breached the CNCT19 Agreements and seeking, among other things, damages and injunctive reliefs. Together with the Notice of Arbitration, the Company also submitted an application for the appointment of an emergency arbitrator, seeking emergency injunctive reliefs. On the same day, Juventas also submitted a Notice of Arbitration at the HKIAC against the Company, alleging, among other things, that the CNCT19 Agreements were validly terminated and that the Company breached the CNCT19 Agreements. On February 3, 2025, the arbitral tribunal established in connection with the dispute pursuant to HKIAC rules (the “Tribunal”) issued an order providing, among others, that pending a final award or a further order of the Tribunal, (i) Juventas may engage in activities to sell, offer to sell, distribute or otherwise commercialize CNCT19 subject to it complying with various conditions, which include periodically providing the Company with updates relating to patients, revenue, expenses, etc. thereof, (ii) Juventas shall not collaborate, negotiate or reach agreement on, or otherwise engage with any other party except for the Company in relation to selling, offering to sell, distributing or otherwise commercializing CNCT-19, unless agreed to in writing with the Company, and (iii) the Company continues to have the right to market, offer to sell and sell or otherwise commercialize CNCT-19. In connection with the arbitration proceeding, certain court of PRC granted the Company’s application to freeze Juventas’s assets while the arbitration proceeding is ongoing and decided to freeze up to RMB 190 million in Juventas’s bank accounts or seize and freeze Juventas’s other assets of equivalent value, and certain court of PRC granted Juventas’ application to freeze the Company’s assets while the arbitration proceeding is ongoing and decided to freeze up to RMB 250 million of the Company’s assets, to enforce which the court has decided to freeze the transfer of certain equity interest the Company owns in its subsidiaries in the P.R.C. In December 2025, the HKIAC tribunal held a merits hearing regarding the parties’ claims. The HKIAC tribunal has indicated that they plan to issue a final award by June 30, 2026.\n\n*BioInvent International AB*\n\nIn October 2020, the Company entered into an exclusive licensing agreement with BioInvent International AB (“BioInvent”) for the development and commercialization of novel anti-FcγRIIB antibody, BI-1206, in Mainland China, Taiwan, Hong Kong and Macau. BioInvent is a biotechnology company focused on the discovery and development of first-in-class immune-modulatory antibodies for cancer immunotherapy. BI-1206 is being investigated in a Phase 1/2 trial, in combination with anti-PD1 therapy Keytruda® (pembrolizumab), in patients with solid tumors, and in a Phase 1/2a trial in combination with MabThera® (rituximab) in patients with relapsed/refractory non-Hodgkin lymphoma (NHL). The CASI Clinical Trial Application (CTA) was approved by China National Medical Products Administration (NMPA) in December 2021 and ethics committee approvals have been received in January of 2022. The Company obtained approval from HGRAO in April 2022. The Company is planning a Phase 1 study of BI-1206 in combination with rituximab in patients with NHL (mantle cell lymphoma, marginal zone lymphoma, and follicular lymphoma) to assess PK, safety and tolerability, with a goal to select the Recommended Phase 2 Dose based on early signs of clinical efficacy as part of its development program for BI-1206 in China. The study received regulatory approval from the China Center for Drug Evaluation (“CDE”) in the second quarter of 2022, and the first-patient dosing was achieved in the third quarter of 2022.\n\nUnder the terms of the agreement, BioInvent and CASI will develop BI-1206 in both hematological malignancies and solid tumors, with CASI responsible for commercialization in China and associated markets. CASI made a $5.9 million upfront payment in November 2020 to BioInvent and will pay up to $83 million in development and commercial milestone payments plus tiered royalties in the high-single to mid-double-digit range on net sales of BI-1206. Because BI-1206 underlying the acquired rights has not reached technological feasibility and has no alternative future uses, the Company expensed $5.9 million as acquired in-process research and development in 2020.\n\nF-13\n\n[Table of Contents](#TOC)\n\nIn conjunction with the license agreement entered into with BioInvent, the Company made a SEK 53.8 million investment in 1.2 million new shares of BioInvent, and 588,000 new warrants, each warrant with a right to subscribe for 1 new share in BioInvent within a period of five years and at a subscription price of SEK 78.50 per share. As of December 31, 2025, the Company have sold all ordinary shares of BioInvent and all warrants held by the Company were expired.\n\n*Black Belt Therapeutics Limited*\n\n​\n\nIn April 2019, the Company entered into a license agreement with Black Belt Therapeutics Limited (“Black Belt”) for exclusive worldwide rights to CID-103, an investigational anti-CD38 monoclonal antibody (Mab) (formerly known as TSK011010). The Company expects that its clinical materials and commercial inventory will be supplied by one or more contract manufacturers with whom the Company has contracted with. Under the terms of the agreement, CASI obtained global rights to CID-103 for an upfront payment of 5 million euros (approximately US$5.7 million) and would pay up to 2.75 million euros (approximately $2.93 million) and $40.75 million in development milestone payments and certain royalties based on sales milestones. In June 2021, the Company achieved the First-Patient-In (FPI) in the Phase 1 dose escalation and expansion study of CID-103, and made US$750,000 milestone payment in June 2021 and €250,000 (approximately $305,000) payment in August 2021 under the terms of the agreement. Because CID-103 underlying the acquired rights has not yet reached technological feasibility and has no alternative uses, the Company expensed 5 million euros and $1.1 million as acquired in-process research and development, respectively, in 2019 and 2021. As mentioned above, in May 2022, the Company entered into the Sublicense Agreement to grant PAT an exclusive, perpetual, worldwide license to the investigational anti-CD38 monoclonal antibody TSK011010 for autoimmune indications.\n\n*Cleave Therapeutics, Inc.*\n\nIn March 2021, the Company entered into an exclusive license with Cleave Therapeutics, Inc. (“Cleave”) for the development and commercialization of CB-5339, an oral novel VCP/p97 inhibitor, in both hematological malignancies and solid tumors, in Mainland China, Hong Kong, Macau and Taiwan. Cleave is a clinical-stage biopharmaceutical company focused on valosin-containing protein (VCP)/p97 as a novel target in protein homeostasis, DNA damage response and other cellular stress pathways for therapeutic use in the treatment of patients with cancer. Cleave and the Company will develop CB-5339 in both hematological malignancies and solid tumors, with CASI responsible for development and commercialization in China and associated markets. The Company paid a $5.5 million upfront payment to Cleave in 2021 and will pay up to $74 million in development and commercial milestone payments plus tiered royalties in the high-single to mid-double-digit range on net sales of CB-5339.\n\nCB-5339 has been evaluated by Cleave in a Phase 1 clinical trial in patients with acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). Because CB-5339 has not yet reached technological feasibility and has no alternative future uses, the Company expensed the $5.5 million upfront payment as acquired in-process research and development in 2021.\n\nOn July 18, 2023, the Company entered into an assignment agreement (the “Cleave Assignment Agreement”) with Cleave, pursuant to which the Company obtained the global intellectual property rights related to CB-5339. The Assignment Agreement terminates and supersedes the License Agreement for CB-5339 the Company previously entered into with Cleave. Pursuant to the Assignment Agreement and partially in exchange for the transfer of the global intellectual property rights for CB-5339 as well as all remaining CB-5339 drug substance and drug product to the Company and a repayment in the amount of USD $1 million to the Company, the Company agreed to the termination of that certain outstanding convertible promissory note issued by Cleave to the Company in 2021 with a principal amount of USD $5.5 million. The fair value of the global intellectual property rights and drug substance/product is immaterial. Cleave is also eligible to receive up to US$66 million in commercial and sales milestone payments, plus a 2.5% royalty on net sales of CB-5339 and any other VCP/p97 inhibitor covered by the Assignment Agreement, in each case subject to the terms and on the conditions set forth in the Assignment Agreement.\n\n*Pharmathen Global BV*\n\nOn October 29, 2019, the Company entered into an exclusive distribution agreement with Pharmathen Global BV (“Pharmathen”) for the development and distribution of octreotide long acting injectable (Octreotide LAI) microsphere in China.  Octreotide LAI formulations, which are approved in various European countries, are considered a standard of care for the treatment of acromegaly and the control of symptoms associated with certain neuroendocrine tumors. The Company paid and expensed an upfront payment of 1 million euros ($1.1 million) in 2019 and milestone payment of 1.5 million euros ($1.7 million) in 2020 with achievements of certain milestones. In the first quarter of 2023, the Company entered into a Termination Agreement and Release with Pharmathen,\n\nF-14\n\n[Table of Contents](#TOC)\n\npursuant to which both parties agreed to terminate the 2019 exclusive distribution license agreement with respect to product Octreotide LAI, and Pharmathen refunded 1.25 million euros ($1.3 million) to the Company which is recorded in other operating income on the consolidated statements of operations and comprehensive loss.\n\n*Riemser Pharma GmbH*\n\nIn August 2019, the Company entered into a distribution agreement in China with Riemser Pharma GmbH (“Riemser”) to a novel formulation of thiotepa, a chemotherapeutic agent, which has multiple potential indications including use as a conditioning treatment for use prior to allogenic hematopoietic stem cell transplantation. Thiotepa has a long history of established use in the hematology/oncology setting. Pursuant to the distribution agreement, CASI obtained the exclusive distribution right of the products in China, and Riemser will be responsible for manufacturing and supplying CASI with clinical materials and commercial inventory. The Company is applying for generic registration which is subject to regulatory and marketing approvals, the Company intends to advance and commercialize this product in China. In January 2020, Riemser was acquired by Esteve Healthcare, S.L. (“ESTEVE”), an international pharmaceutical company headquartered in Barcelona, Spain. In November 2022, the Company entered into an Amendment with Esteve, pursuant to which the Company and Esteve will equally share the costs of clinical trials (if any) for the registration of Thiotepa in China. After the product is launched, the Company will be subject to annual minimum purchase as prescribed in the agreement.\n\n​\n\n2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nBasis of Presentation\n\nThe accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s Redomicile Merger was accounted for as a legal reorganization with no change in ultimate ownership interest immediately before and after the transaction.\n\nUse of Estimates\n\nThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s significant accounting estimates relate to variable consideration of revenue, recoverability of property, plant and equipment, right of use assets, and intangible assets, valuation allowance for deferred tax assets, share-based arrangements, fair value of investments, fair value of convertible notes due to a related party, and net realizable value of inventories. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results may differ from those estimates, and such differences may be material to the consolidated financial statements.\n\nConsolidation\n\nThe accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, in which CASI, directly or indirectly, has a controlling financial interest.\n\nThese subsidiaries include CASI China, CASI Wuxi, CASI Biopharmaceuticals, CASI Pharmaceuticals (Hainan) Co., Ltd. (“CASI Hainan”), ZhongBio (Beijing) Tech Co. Ltd. (“ZhongBio”) and CASI Pharmaceuticals Co., Ltd., a subsidiary incorporated in Hong Kong in 2023. ZhongBio was dissolved in January 2023, and CASI Hainan was dissolved in May 2023.\n\nAll inter-company balances and transactions have been eliminated in consolidation.\n\nForeign Currency Translation and Transactions\n\nThe accompanying consolidated financial statements of the Company are reported in US dollars. The financial position and results of operations of the Company’s subsidiaries in the PRC are measured using the Renminbi (RMB), which is the local and functional currency of these entities. Assets and liabilities of the Company’s PRC subsidiaries are translated into US$ using the exchange rates in effect at the consolidated balance sheet date. The revenues and expenses of these entities are translated into US$ at the weighted\n\nF-15\n\n[Table of Contents](#TOC)\n\naverage exchange rates for the period. The resulting translation gains (losses) are recorded in accumulated other comprehensive loss as a component of shareholders’ equity.\n\nTransactions denominated in foreign currencies are remeasured into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the exchange rates prevailing at the balance sheet date. Net gains or losses resulting from foreign currency denominated transactions are recorded in foreign exchange gain (losses) in the consolidated statements of operations and comprehensive loss.\n\nSegment Reporting\n\nIn accordance with ASC 280, Segment Reporting, the Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, management has determined that the Company has one operating segment: pharmaceutical products, which is the development of innovative therapeutics addressing cancer and other unmet medical needs for the global market. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The revenue, costs and expenses, and the net income for the reportable segment are the same as those presented on the consolidated statements of operations and comprehensive loss.\n\nRevenue Recognition\n\nProduct sales revenue recognized in the consolidated statements of operations and comprehensive loss are considered revenue from contracts with customers and, accordingly, the Company recognizes revenue using the following steps:\n\n●Identification of the contract, or contracts, with a customer;\n\n●Identification of the performance obligations in the contract;\n\n●Determination of the transaction price, including the identification and estimation of variable consideration;\n\n●Allocation of the transaction price to the performance obligations in the contract; and\n\n●Recognition of revenue when the Company satisfies a performance obligation.\n\nThe Company recognizes revenue on sales of products when the control of the product is transferred to the distributor, in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for the product, excluding amounts collected on behalf of third parties (e.g. value-added taxes). For imported goods delivered, control is transferred upon delivery of the product to the carrier appointed by the distributor; for local manufactured goods delivered, control is transferred upon acceptance of goods by distributors. Revenue from contracts with customers may include variable consideration. The transaction price for these contracts is estimated at contract inception and constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Estimates of variable consideration are primarily determined using the expected value method, based on historical experience, current contractual terms, and anticipated performance. The Company recognizes accounts receivable when it recognizes revenues as its right to consideration is unconditional and only the passage of time is required before payment of that consideration is due.\n\nThe costs of assurance type warranties that provide the customer the right to exchange purchased product that does not meet appropriate quality standards are recognized when they are probable and are reasonably estimable. There was no product exchange during the years ended December 31, 2025, 2024, and 2023. For the years ended December 31, 2025, 2024, and 2023, the Company did not incur, and therefore did not defer, any material costs to obtain or fulfill contracts. The Company did not have any contract assets or contract liabilities as of December 31, 2025 and 2024.\n\nF-16\n\n[Table of Contents](#TOC)\n\nConcentrations Risks\n\nCash Concentration Risk\n\nThe Company maintains its U.S., Hong Kong dollar and RMB cash in bank deposit accounts. Most of the deposits placed with financial institutions are not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may be unable to claim its deposits back in full. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions The Company believes it is not exposed to significant credit risk on cash and cash equivalents.\n\nVendor Concentration Risk\n\nThe Company has a sole supplier, Acrotech, for its EVOMELA® and FOLOTYN® products. The Company has a sole supplier, Guangzhou Gloria Biosciences Co., Ltd., for its YuTuo® product. The Company’s ability to select other providers of EVOMELA®, FOLOTYN® and YuTuo® is limited. The Company has two major suppliers with each accounting for over 10% of the raw material supply for the MAFALAN® product in 2025.\n\nGeographic Concentration Risk\n\nThe Company revenue is solely generated in mainland China.\n\nAccounts Receivable and Credit Concentration\n\nAll of the Company’s EVOMELA® sales were generated from a single customer, CRPCGIT in China. For the years ended December 31, 2025, 2024, and 2023, revenues from CRPCGIT accounted for 90.2%, 98.1%, and 100% of the Company’s total revenues, respectively. As of December 31, 2025, 2024 and 2023, accounts receivable from CRPCGIT accounted for 69.5%, 98.8% and 100% of the Company’s total accounts receivable, respectively. The Company extends credit to CRPCGIT on an unsecured basis and does not believe there is a significant credit risk. Historically, the Company has collected all the accounts receivable balance that was on due in their full amount. As of December 31, 2025, accounts receivable from Sinopharm Group Tianjin Co., Ltd. is greater than 10% of total accounts receivable of the Company.\n\nFair Value of Financial Instruments\n\nFair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:\n\nLevel 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.\n\nLevel 2—Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.\n\nLevel 3—Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.\n\nSee Note 3 and Note 17 for additional fair value disclosures.\n\nCash and Cash Equivalents\n\nCash and cash equivalents include cash and highly liquid investments with original maturities of less than 90 days that are readily convertible to known amounts of cash. As of December 31, 2025, the Company had $4.0 million cash and cash equivalents held in financial institutions in the mainland China, $0.1 million held in financial institutions in Hong Kong, and $1.5 million held in financial institutions in the US, in the aggregate $5.6 million.\n\nF-17\n\n[Table of Contents](#TOC)\n\nAllowance for Credit Losses\n\nThe Company estimates the allowance for credit losses based on the historical loss rates from historical observation period, and adjusted to reflect the effects of current and future economic conditions over reasonable and supportable forecast period.\n\nInventories\n\nInventories consist of finished goods, work in progress and raw materials, and are stated at the lower of cost or net realizable value. Cost is determined using a combination of methods depending on the nature of the inventory. The first-in, first-out method is used for imported products. The specific identification method is used for local manufactured products. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Adjustments are recorded to write down the carrying amount of any obsolete and excess inventory to its estimated net realizable value based on historical and forecasted demand.\n\nPrepaid expenses and other\n\nPrepaid expenses and other consists of deductible Value Added Tax (“VAT”) and other prepaid expenses. As of December 31, 2025, and 2024, the balance of deductible VAT was $1.2 million and $ 0.9 million, respectively.\n\nResearch and Development Expenses\n\nResearch and development (R&D) expenses consist primarily of compensation and other expenses related to research and development personnel, research collaborations, costs associated with internal and contract pre-clinical testing and clinical trials of the Company’s product candidates, including the costs of drug substance and drug product, regulatory maintenance costs, facilities expenses, and amortization expense of acquired ANDAs. Research and development costs are expensed as incurred.\n\nProperty, Plant and Equipment\n\nProperty, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any.\n\nConstruction in progress (“CIP”) includes costs incurred in the construction of property, plant and equipment, including down payments and progress payments, are initially capitalized as construction-in-progress and transferred into their respective asset categories when the assets are substantially completed and are ready for their intended use, at which time depreciation commences. CIP overhead is expensed as incurred. Office equipment and furniture are depreciated over their estimated useful lives of 3 to 5 years. Machinery and equipment are depreciated over their estimated useful lives of 5 to 10 years. Leasehold improvements are amortized over the shorter of their useful lives or the lease term. Depreciation and amortization expense are determined on a straight-line basis. As of December 31, 2025, substantially all of the Company’s property, plant and equipment are located in the mainland China.\n\nCosts of Revenues\n\nCosts of revenues consist primarily of the cost of inventories, sales-based royalties related to the sale of EVOMELA® and FOLOTYN®, amortization of the intangible asset (License of FOLOTYN®), and write-down of inventories to net realizable value.\n\nInvestments\n\nThe Company’s investments mainly consist of investments in equity securities with readily determinable fair value, equity securities without readily determinable fair value, investments measured using fair value option, and an equity method investment.\n\nInvestment in equity securities with readily determinable fair value are measured at fair values, and any changes in fair value are recognized in earnings. Where the fair value of an investment in equity securities is not readily determinable, the Company recognizes such investment in long-term investments, and uses the measurement alternative of cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.\n\nF-18\n\n[Table of Contents](#TOC)\n\nFor equity investments measured at fair value with changes in fair value recorded in earnings, the Company does not assess whether those securities are impaired. For equity investments without readily determinable fair value, at each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. Impairment indicators that the Company considers include, but are not limited to, (i) the deterioration of earnings performance, credit rating, asset quality, or business prospects of the investee, (ii) a significant adverse change in the regulatory, economic, or technological environment of the investee, (iii) a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates. If a qualitative assessment indicates that the investment is impaired, the Company has to estimate the investment’s fair value and if the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in non-operating expenses equal to the difference between the carrying value and fair value.\n\nDividend income is recognized in other income when earned.\n\nThe Company elected to use fair value option to account for its investment in Cleave (see Note 3) as permitted under Accounting Standards Codification (“ASC”) 825, *Financial Instruments* (“ASC 825”), which then refers to ASC 820, *Fair Value Measurement* (“ASC 820”) to provide the fair value framework for valuing such investments. In accordance with ASC 820, the Company records such investment at fair value, with changes in fair value recorded in change in fair value of investments in the consolidated statements of operations and comprehensive loss.\n\nFor investments in common stock or in-substance common stock of entities over which the Company can exercise significant influence but does not own a majority equity interest or control, the equity method is applied, and the Company adjusts the carrying amount of an investment and recognizes investment income or loss for the Company’s share of the earnings or loss of the investee after the date of investment.\n\nLeases\n\nAt contract inception, the Company determines whether an arrangement is or contains a lease and whether the lease should be classified as an operating or a financing lease. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Control is determined based on the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. Right of use (“ROU”) assets for operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments.\n\nROU assets and lease liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. As the rate implicit in the lease cannot be readily determined, the Company uses incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate was determined based on the rate of interest that the Company would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The incremental borrowing rate is primarily influenced by the risk-free interest rate of China and the US, the Company’s credit rating and lease term, and is updated for measurement of new lease liabilities.\n\nFor operating leases, the Company recognizes a single lease cost on a straight-line basis over the remaining lease term.\n\nThe Company has elected not to recognize ROU assets or lease liabilities for leases with an initial term of 12 months or less; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. In addition, the Company has elected not to separate non-lease components (e.g., common area maintenance fees) from the lease components.\n\nLand use rights acquired are recognized in right-of-use assets if they meet the definition of lease.\n\nAs of December 31, 2025, all of the Company’s ROU assets are located in the mainland China.\n\nImpairment of Long-Lived Assets\n\nLong-lived assets, including property, plant and equipment, right of use (“ROU”) assets and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances (“triggering events”) indicate that the carrying amount of an asset or asset group may not be recoverable. The Company identifies triggering events and performs impairment testing\n\nF-19\n\n[Table of Contents](#TOC)\n\nat asset group level which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. As of December 31, 2025, the Company’s asset groups consist of manufacturing asset group and non-manufacturing asset group.\n\nTriggering events include, but are not limited to, significant decrease of market price of the asset group, significant adverse change of an asset group’s use or physical condition, significant adverse changes in the industry conditions, significantly excessive accumulated cost compared with original expectation, expected continuing losses or negative cash flow associated with the use of the asset group, and expected significant early disposal of asset group.\n\nIf circumstances require an asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.\n\nAcquired In-Process Research and Development Expense\n\nThe Company has acquired rights to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use.\n\nThe Company also pays contingent development milestone payments in accordance with agreements (see Note 1). The Company recognizes development milestone payments as acquired in-process research and development expenses when the milestones are reached.\n\nShare-Based Compensation\n\nThe Company records compensation expense for share options with service condition, performance condition and market condition in accordance with provisions of authoritative guidance. The estimated fair value of awards with service condition solely that have a graded vesting schedule is measured on the grant date and is generally recognized on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date. The estimated fair value of awards with performance condition is measured on the grant date and is recognized when it is determined that it is probable that the performance condition will be achieved at tranche-by-tranche basis. If the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed as occurred. The estimated fair value of awards with market condition is measured on the grant date and is generally recognized on a straight-line basis over the requisite service period derived from the valuation model. The derived service period is based on the duration of the most frequent path (median of the distribution) of the path-dependent option pricing model on which the market condition is satisfied. The market condition is considered in the estimate of the grant-date fair value of the award the compensation expense is not reversed if a market condition is not achieved, provided the employee requisite service period has been rendered.\n\nWhen there is a modification of an award, the accounting for the modification depends on the likelihood, at the date of the modification that the original award would have vested under its original terms. If, at the date of the modification, it is probable that the original award would have vested under its original terms, the cumulative compensation cost to be recognized equals the grant-date fair value of the original award plus the incremental value of the award given in the modification. When a market condition in an award is modified, the probability of satisfying the original market condition does not affect the recognition of compensation cost because the market condition was incorporated into the grant-date fair value measurement. In calculating the incremental compensation cost of a modification, the fair value of the modified award is compared to the fair value of the original award measured immediately before its terms or conditions are modified. The Company recognizes share-based compensation over the vesting periods of the modified awards, which comprises, (i) the amortization of the incremental portion of share-based compensation over the remaining vesting term and (ii) any unrecognized compensation cost of the original award over the original term. If, at the date of the modification, it is not probable\n\nF-20\n\n[Table of Contents](#TOC)\n\nthat the original award would have vested under its original terms, the fair value of the modified awards on the modification date will be used for recognizing compensation cost when it becomes probable.\n\nGrant date and modification date fair value for awards with service condition and performance condition was determined using an option pricing model which is affected by the fair value of underlying ordinary shares as well as assumptions regarding a number of complex and subjective variables, such as expected volatility, expected term of options, risk-free rate, and expected dividend yield. Fair value for awards with market condition was determined using Monte Carlo simulation approach, with the assumption of volatility, to generate individual stock price paths.\n\n**Government Grants**\n\nGovernment grants are recognized when there is reasonable assurance that the Company will comply with required conditions and the grants will be received. Government grants related to assets are presented as accrued and other current liabilities that is recognized on a systematic basis over the useful life of the asset.\n\nIncome Taxes\n\nIncome tax expense is recognized using the asset and liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and operating loss and tax credit carryforwards as measured by the enacted tax rates that will be in effect when these differences reverse. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized.\n\nThe Company recognizes in its consolidated financial statements the impact of a tax position if a tax return position or future tax position is “more likely-than-not” to be sustained upon examination, based on the technical merits of the position. Tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense.\n\nNet Loss Per Share\n\nBasic net loss per share was computed by dividing net loss attributable to CASI Pharmaceuticals, Inc. by the weighted average number of ordinary shares outstanding for the period, which includes pre-funded warrants to purchase ordinary shares which are exercisable for nominal cash consideration.\n\nDiluted net loss per share was computed by dividing net loss attributable to CASI Pharmaceuticals, Inc. as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Potential dilutive securities are not included in the calculation of diluted net loss per ordinary share if the impact is anti-dilutive.\n\nNew Accounting Pronouncements\n\nIn December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis. Retrospective application is permitted. The Company adopted ASU 2023-09 for the year beginning January 1, 2025 prospectively. See Note 16.\n\nIn November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires that at each interim and annual reporting period public entities disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions; (2) certain amounts that are already required to be disclosed\n\nF-21\n\n[Table of Contents](#TOC)\n\nunder current GAAP in the same disclosure as the other disaggregation requirements; (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact on its financial statements of adopting this guidance.\n\nIn July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326). ASU No. 2025-05 provides all entities with a practical expedient and entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect to adopt ASU No. 2025-05 early and there is no impact of adopting this standard on the consolidated financial statements.\n\nIn September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). ASU No. 2025-06 modernizes the accounting for internal-use software to reflect current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect to adopt ASU No. 2025-06 early and is currently evaluating the impact of adopting this standard on the consolidated financial statements.\n\nIn December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832). ASU No. 2025-10 establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company does not expect to adopt ASU No. 2025-10 early and is currently evaluating the impact of adopting this standard on the consolidated financial statements.\n\nThere are no other recently issued accounting pronouncements that are expected to have a material effect on the Company’s financial position, results of operations or cash flows.\n\n​\n\n3.      INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND LONG-TERM INVESTMENTS\n\n**Investment in equity securities, at fair value**\n\nBioInvent International AB – ordinary shares\n\nIn October 2020, in conjunction with its license agreement entered into with BioInvent (see Note 1), a publicly traded company, CASI made a $6.3 million investment (equivalent to SEK 53.8 million) to acquire 1.2 million new shares of BioInvent, and 588,000 warrants, each warrant with a right to subscribe for 1 share in BioInvent within a period of five years. The fair value of the ordinary shares was measured using its quoted market price, a Level 1 input (see Note 17). Changes in fair value of the investments are recognized as gains (losses) in the consolidated statements of operations and comprehensive loss.\n\nIn the second quarter of 2022, the Company sold 275,000 ordinary shares of BioInvent. In the fourth quarter of 2024, the Company sold 164,439 ordinary shares of BioInvent. In 2025, the Company sold all remaining 736,373 ordinary shares of BioInvent. For the years ended December 31, 2025, 2024, and 2023, the Company recognized losses of $0.1 million, gains of $1.5 million and losses of $1.1 million for the ordinary shares of BioInvent, respectively, in changes of fair value of investment in the Company’s consolidated statements of operations and comprehensive loss.\n\nBioInvent International AB – warrants\n\nThe fair value of the warrants of BioInvent was measured using observable market-based inputs other than quoted prices in active markets for identical assets, level 2 inputs (see Note 17). The Company uses the Black-Scholes-Merton valuation model to\n\nF-22\n\n[Table of Contents](#TOC)\n\nestimate the fair value of warrants. As of December 31, 2025, the warrants were expired. The fair value of the warrants was $66,000 as of December 31, 2024, with assumptions including an expected life of 0.91 years, an assumed volatility of 55.6%, and a risk-free interest rate of 2.07%. For the years ended December 31, 2025, 2024, and 2023, the Company recognized losses of $66,000, gains of $61,000, and losses of $0.2 million, respectively, in changes of fair value of investment in the Company’s consolidated statements of operations and comprehensive loss.\n\nThe following table summarizes the Company’s investments in equity securities at fair value as of December 31, 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Gross**\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n​\n\n​\n\n​\n\n**unrealized**\n\n​\n\n**Aggregate fair**\n\n**As of December 31, 2024**\n\n**  ​ ​ ​**\n\n**Cost**\n\n**  ​ ​ ​**\n\n**losses**\n\n**  ​ ​ ​**\n\n**value**\n\nBioInvent International AB - ordinary shares\n\n​\n\n$\n\n2,723\n\n​\n\n$\n\n(166)\n\n​\n\n$\n\n2,557\n\nBioInvent International AB - warrants\n\n​\n\n​\n\n656\n\n​\n\n​\n\n(590)\n\n​\n\n​\n\n66\n\nTotal\n\n​\n\n​\n\n3,379\n\n​\n\n​\n\n(756)\n\n​\n\n$\n\n2,623\n\n​\n\n**Long-term investments**\n\nLong-term investments include long term investments measured at fair value or measurement alternative, and an equity method investment.\n\nLong-term investments measured at fair value or measurement alternative\n\nLong-term investments measured at measurement alternative as of December 31, 2025 and 2024 consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Gross**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Gross**\n\n​\n\n**unrealized**\n\n​\n\n​\n\n​\n\n**As of December 31, 2025 and 2024**\n\n​\n\n​\n\n​\n\n​\n\n**unrealized**\n\n​\n\n**losses (including**\n\n​\n\n**Carrying**\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**Cost**\n\n**  ​ ​ ​**\n\n**gains**\n\n**  ​ ​ ​**\n\n**impairment)**\n\n**  ​ ​ ​**\n\n**amount**\n\n**Investments in equity securities using measurement alternative**\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n​\n\nAlesta Therapeutics B.V. - series A preferred shares\n\n​\n\n$\n\n331\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n331\n\nAlesta Therapeutics B.V. - ordinary shares\n\n​\n\n \n\n2,250\n\n​\n\n \n\n—\n\n​\n\n \n\n(865)\n\n​\n\n \n\n1,385\n\n**Total**\n\n​\n\n$\n\n2,581\n\n​\n\n$\n\n—\n\n​\n\n$\n\n(865)\n\n​\n\n$\n\n1,716\n\n​\n\n​\n\n◾Alesta Therapeutics B.V. (previously Black Belt Tx Limited)\n\nIn April 2019, in conjunction with its license agreement the Company entered into with Black Belt (see Note 1), the Company made a 2 million euros ($2,249,600) equity investment in the ordinary shares of a newly established, privately held UK Company, Black Belt Tx Limited (“Black Belt Tx”), representing a 14.1% equity interest with the right to appoint a non-voting board observer. Because the Company does not have significant influence over operating and financial policies of Black Belt Tx, and the equity interests do not yet have readily determinable fair value, the investment in Black Belt Tx is stated at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.\n\nIn July 2021, Alesta Therapeutics B.V. (“Alesta Tx”) was incorporated as the parent company holding all shares of Black Belt Tx with same ownership structure as Black Belt Tx. CASI obtained 14.1% equity interest in Alesta Tx in exchange for its 14.1% equity interest in Black Belt Tx. In July 2021, a new investor contributed 750,000 euros to Alesta Tx in exchange for 770,270 newly issued common stocks, representing 8.3% of the fully diluted capital. Upon the completion of the capital contribution, the Company’s equity ownership in Alesta Tx was diluted from 14.1% to 12.9%.\n\nIn July 2021, the Company entered into a three-year convertible loan agreement with Alesta Tx (the “Alesta Tx Loan”) in the amount of 217,166 euros ($261,000) with a non-compounding annual interest rate of 6% payable, together with the principal balance, at maturity. In the event that Black Belt Tx, on or prior to the maturity date, completes an equity financing round of at least 10,000,000 euros ($11.9 million), then the outstanding principal amount shall be automatically converted into such shares at 80% of the price per share issued divided by a compensating factor based on the number of years that the Black Belt Tx Loan has been outstanding. The investment in convertible loan is accounted for as investment in debt securities as available-for-sale instrument.\n\nF-23\n\n[Table of Contents](#TOC)\n\nIn December 2024, upon Alesta’s completion of its Series A financing, all of CASI’s loan principal plus accrued interest was converted into 172,875 Series A Preferred Shares of Alesta. Upon completion of the conversion, the Company recognized the investment in the Series A Preferred Shares at fair value of 317,612 euro ($331,237). The Company concluded the Series A Preferred Shares are equity securities and elected the measurement alternative under ASC 321 for subsequent measurement, as Alesta’s equity shares do not have a readily determinable fair value under ASC 321. The Company recognized a change in fair value of $37,000 to reflect the fair value changes of the convertible loan in 2024 prior to the conversion.\n\n◾Cleave Therapeutics, Inc.\n\nIn March 2021, in conjunction with its license agreement entered into with Cleave (see Note 1), CASI made a $5.5 million investment in Cleave through a three-year convertible note with an annual interest rate of 3% payable at maturity. The principal balance is also due at maturity. The proceeds will support and advance Cleave’s programs and general operations.\n\nIn the event that Cleave, on or prior to the maturity date, completes an equity financing round of preferred stock of at least $10.0 million, then the outstanding principal amount and accrued interest shall be automatically converted into such shares at 80% of the price per share issued. The investment in the convertible loan is designated an investment measured at fair value through profit or loss.\n\nThe Company recognized loss of fair value change of $5.1 million for the year ended December 31, 2022.\n\n​\n\nOn July 18, 2023, the Company entered into an assignment agreement with Cleave, pursuant to which the Company obtained a repayment in the amount of USD $1 million and agreed to terminate the outstanding convertible promissory note. As a result, the Company recognized gain from extinguishment of investment in a convertible loan in amount of $474,000 in “other income”.\n\n​\n\nEquity method investment\n\n◾Investment in Precision Autoimmune Therapeutics Co., Ltd., (“PAT”)\n\nIn May 2022, CASI China entered into an agreement for the investment in PAT in the amount of RMB 20.0 million (approximately $3.0 million) in cash during PAT’s first equity financing. CASI China has paid all the consideration in June 2022. Upon consummation of such equity financing, CASI China held 15% equity interests of PAT and one of the three board seats.\n\n​\n\nThe investment is accounted for under the equity method as CASI China does not control the investee but has the ability to exercise significant influence over the operating and financial policies of the investee through its board representation. The Company recognized its share of loss of the equity method investment net of income tax, in the amount of $48,000 and $0.8 million, respectively, for the years ended December 31, 2023 and 2022. Additionally, due to PAT’s slow business progress and delay of financing, the Company recognized an impairment of this investment of $2.0 million in 2023.\n\nIn July 2024, CASI China entered into an agreement to purchase 19.8876% equity interests of PAT held by a third-party investor. The total consideration is RMB 28.4 million (approximately $4.1 million) plus interest and will be paid in three installments. CASI China paid the first installment of RMB 10.0 million (approximately $1.4 million) in August 2024 and obtained 5.17% equity interests of PAT, the second installment of RMB 10.0 million (approximately $1.4 million) plus interest in April 2025 and obtained 10.04% equity interests of PAT. As PAT has not established its own business and operation team and therefore does not qualify as a business. CASI allocated the cost of the equity interests of $1.2 million and $2.2 million, respectively, for the years ended December 31, 2024 and 2025, to in-process research and development (“IPR&D”) under the asset acquisition principles and immediately recorded the same amount in the share of net loss in an equity investee in its consolidated statements of operations and comprehensive loss as the IPR&D has no alternative future use. In March 2026, the remaining consideration of RMB 8.4 million (approximately $1.2 million) plus interest has been paid in full and CASI China obtained the remaining equity interests of PAT held by the investor.\n\nIn April 2025, CASI China entered into an agreement to purchase 19.8876% equity interests of PAT held by a related-party investor. The total consideration is RMB 28.4 million (approximately $4.1 million) plus interest and will be paid in two installments. As of December 31, 2025, the Company has not paid any consideration with respect to this transaction. In January 2026, CASI China paid the first installment of RMB 7.0 million (approximately $1.0 million) plus interest, the remaining consideration is due by June 30, 2026.\n\nF-24\n\n[Table of Contents](#TOC)\n\n​\n\n4.      INVENTORIES\n\nThe Company’s inventories consist of finished goods, work in progress and raw materials. For the years ended December 31, 2025 and 2024, due to the fierce market competition and expected sales volume, the Company recorded a $1.1 million and $4.8 million, respectively, in cost of revenues to write down inventories to the estimated net realizable value. No write downs of the carrying value of inventories have been recorded in the year ended December 31, 2023.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n \n\n**2025**\n\n​\n\n**2024**\n\nFinished goods\n\n​\n\n$\n\n840\n\n  ​ ​ ​\n\n$\n\n5,252\n\nWork in progress\n\n​\n\n​\n\n504\n\n​\n\n​\n\n—\n\nRaw materials\n\n​\n\n \n\n254\n\n​\n\n \n\n—\n\nTotal\n\n​\n\n$\n\n1,598\n\n​\n\n$\n\n5,252\n\n​\n\n​\n\n5.      LEASES\n\nRight of use (“ROU”) assets and liabilities for operating leases are recognized at commencement date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over the lease term.\n\nOperating lease liabilities are included in accrued and other current liabilities and other liabilities (noncurrent) in the consolidated balance sheets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the Company did not have any finance leases.\n\nRent expense for the years ended December 31, 2025, 2024 and 2023 was $1.2 million, $1.2 million and $1.1 million, respectively. There were no variable lease costs or sublease income for leased assets for the years ended December 31, 2025, 2024 and 2023.\n\nRight of use assets and liabilities as of December 31, 2025 and 2024 were classified on the consolidated balance sheets as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, **\n\n​\n\n**December 31, **\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nRight of use assets\n\n​\n\n$\n\n2,548\n\n​\n\n$\n\n3,492\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAccrued and other current liabilities\n\n​\n\n$\n\n1,611\n\n​\n\n$\n\n1,221\n\nOther liabilities\n\n​\n\n \n\n1,441\n\n​\n\n \n\n2,535\n\nTotal lease liabilities\n\n​\n\n$\n\n3,052\n\n​\n\n$\n\n3,756\n\n​\n\nSupplemental cash flow information related to leases was as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Year Ended December 31,**\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nCash paid for amounts included in the measurement of lease liabilities:\n\n \n\n​\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\nOperating cash flows\n\n​\n\n$\n\n938\n\n​\n\n$\n\n798\n\n​\n\n$\n\n1,042\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRight of use assets obtained in exchange for lease obligations\n\n​\n\n$\n\n—\n\n​\n\n$\n\n2,336\n\n​\n\n$\n\n518\n\nIncrease of right of use assets from remeasurement\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1,506\n\n​\n\nAll of the Company’s existing leases as of December 31, 2025 and 2024 are classified as operating leases. As of December 31, 2025 and 2024, the Company had three and four, respectively, operating leases with a weighted average remaining lease term of 3.1 years and 3.7 years, respectively. The Company has renewal options for certain existing leases. In the fourth quarter of 2023, CASI Wuxi obtained the Drug Manufacturing Permit and determines to produce generic products in the leased building in Wuxi, it is considered reasonably certain that the Company will exercise the renewal option of the lease, hence, the Company remeasured this lease.\n\nF-25\n\n[Table of Contents](#TOC)\n\nIn 2024, the Company renewed the lease of Beijing office for another three years and recognized the lease using a discount rate of 3.85%. Weighted average discount rates used in the calculation of the lease liabilities for 2025 and 2024 is 4.04% and 3.99%, respectively. The discount rates reflect the estimated incremental borrowing rate, which includes an assessment of the credit rating to determine the rate that the Company would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to the lease payments in a similar economic environment.\n\nA maturity analysis representing the future undiscounted cash flow of the Company’s operating leases liabilities as of December 31, 2025 is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n  ​ ​ ​\n\n​\n\n​\n\n2026\n\n​\n\n$\n\n1,698\n\n2027\n\n \n\n​\n\n891\n\n2028\n\n \n\n​\n\n355\n\n2029\n\n​\n\n​\n\n266\n\n2030\n\n​\n\n​\n\n—\n\nThereafter\n\n \n\n​\n\n—\n\nTotal\n\n \n\n​\n\n3,210\n\nDiscount factor\n\n \n\n​\n\n(158)\n\nLease liability\n\n \n\n​\n\n3,052\n\nAmounts due within 12 months\n\n \n\n​\n\n1,611\n\nNon-current lease liability\n\n​\n\n$\n\n1,441\n\n​\n\n​\n\nF-26\n\n[Table of Contents](#TOC)\n\n6.      PROPERTY, PLANT AND EQUIPMENT\n\nThe Company’s property, plant and equipment (“PP&E”) mainly consisted of leasehold improvements, and machinery and equipment, all of which are substantially owned by CASI Wuxi.\n\nIn the third quarter of 2022, CASI Wuxi obtained the Drug Distribution License, and in the fourth quarter of 2023, CASI Wuxi obtained the Drug Manufacturing Permit for its manufacturing line in the leased building in Wuxi, which means that certain related assets are ready for their respective usage. The Company started to depreciate those assets based on their estimated useful lives.\n\nProperty, plant and equipment consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nLeasehold improvements\n\n​\n\n \n\n7,286\n\n​\n\n \n\n6,995\n\nMachinery and equipment\n\n​\n\n​\n\n6,204\n\n​\n\n​\n\n5,939\n\nOffice equipment and furniture\n\n​\n\n​\n\n563\n\n​\n\n​\n\n641\n\nProperty, plant and equipment, gross\n\n​\n\n \n\n14,053\n\n​\n\n \n\n13,575\n\nAccumulated depreciation\n\n​\n\n​\n\n(7,085)\n\n​\n\n​\n\n(5,707)\n\nProperty, plant and equipment, net\n\n​\n\n$\n\n6,968\n\n​\n\n**$**\n\n7,868\n\n​\n\n​\n\nDepreciation expense were $1.2 million, $1.3 million and $2.5 million in 2025, 2024 and 2023, respectively. The Company recognized no impairment during the years ended December 31, 2025, 2024 and 2023.\n\n​\n\n7.      INTANGIBLE ASSETS\n\nAs of December 31, 2025, intangible assets mainly include cloud computing or office administration software. These intangible assets were originally recorded at fair values and are stated net of accumulated amortization and impairment, if any. These intangible assets are being amortized over their useful lives of 5-10 years.\n\nAs mentioned in Note 1, the Company obtained the license of FOLOTYN® in 2023 under the FOLOTYN® Assignment Agreement and Payment Agreement which includes certain Deferred Payments. Considering the uncertainties related to the renewal of the drug approval in China, the Company believed it was not probable that the Deferred Payments would be paid. The Company recorded the intangible asset (License of FOLOTYN®) in amount of US$ 2 million which equals to the initial one-time payment, which is amortized over the remaining initial drug approval period (i.e. 23 months) using the straight-line method. In January 2026, the Company received a formal notice form the NMPA that the Company’s renewal application for FOLOTYN® was not granted so the Company will not incur any sale of FOLOTYN® in China pursuant to the relevant regulations and rules. No Deferred Payments will be made.\n\nIn 2024, due to lower-than-expected market condition, the Company determined that the carrying value of the intangible asset of FOLOTYN® license was not recoverable and should be impaired. The Company recognized an impairment loss of $0.7 million in its consolidated statements of operations and comprehensive loss for the year ended December 31, 2024.\n\nF-27\n\n[Table of Contents](#TOC)\n\nIntangible assets at December 31, 2025 and 2024 consists of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Asset as of December 31, 2025**\n\n**  ​ ​ ​**\n\n**Purchase Price**\n\n**  ​ ​ ​**\n\n**Accumulated Amortization**\n\n**  ​ ​ ​**\n\n**Impairment**\n\n**  ​ ​ ​**\n\n**Carrying Amount**\n\nLicense of FOLOTYN®\n\n​\n\n​\n\n2,000\n\n​\n\n​\n\n(1,304)\n\n​\n\n​\n\n(696)\n\n​\n\n​\n\n—\n\nOthers\n\n​\n\n​\n\n471\n\n​\n\n​\n\n(250)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n221\n\nTotal\n\n​\n\n$\n\n2,471\n\n​\n\n$\n\n(1,554)\n\n​\n\n$\n\n(696)\n\n​\n\n$\n\n221\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Asset as of December 31, 2024**\n\n**  ​ ​ ​**\n\n**Purchase Price**\n\n**  ​ ​ ​**\n\n**Accumulated Amortization**\n\n**  ​ ​ ​**\n\n**Impairment**\n\n**  ​ ​ ​**\n\n**Carrying Amount**\n\nLicense of FOLOTYN®\n\n​\n\n$\n\n2,000\n\n​\n\n​\n\n(1,304)\n\n​\n\n​\n\n(696)\n\n \n\n$\n\n—\n\nOthers\n\n​\n\n​\n\n457\n\n​\n\n​\n\n(219)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n238\n\nTotal\n\n​\n\n$\n\n2,457\n\n​\n\n$\n\n(1,523)\n\n \n\n$\n\n(696)\n\n \n\n$\n\n238\n\n​\n\nThe changes in intangible assets for the years ended December 31, 2025, 2024 and 2023 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n​\n\n**2023**\n\nBalance at the beginning of the year\n\n  ​ ​ ​\n\n$\n\n238\n\n  ​ ​ ​\n\n$\n\n1,839\n\n  ​ ​ ​\n\n$\n\n1,063\n\nAddition\n\n​\n\n \n\n—\n\n​\n\n​\n\n159\n\n​\n\n​\n\n2,064\n\nAmortization expense\n\n​\n\n \n\n(28)\n\n​\n\n​\n\n(1,061)\n\n​\n\n​\n\n(1,287)\n\nImpairment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(696)\n\n​\n\n​\n\n—\n\nForeign currency translation adjustment\n\n​\n\n \n\n11\n\n​\n\n​\n\n(3)\n\n​\n\n​\n\n(1)\n\nBalance at the ending of the year\n\n​\n\n$\n\n221\n\n​\n\n$\n\n238\n\n​\n\n$\n\n1,839\n\n​\n\nExpected future amortization expense is as follows as of December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n​\n\n​\n\n2026\n\n  ​ ​ ​\n\n$\n\n28\n\n2027\n\n \n\n​\n\n28\n\n2028\n\n \n\n​\n\n28\n\n2029\n\n \n\n​\n\n28\n\n2030\n\n \n\n​\n\n28\n\n2031 and thereafter\n\n \n\n​\n\n81\n\n​\n\n​\n\n​\n\n​\n\n​\n\nF-28\n\n[Table of Contents](#TOC)\n\n8.      ACCRUED AND OTHER CURRENT LIABILITIES, AND OTHER LIABILITIES\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year Ended December 31,**\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**Accrued and other current liabilities:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPayroll and welfare payable\n\n​\n\n$\n\n3,677\n\n​\n\n$\n\n3,333\n\nGrants related to land use right\n\n​\n\n​\n\n2,582\n\n​\n\n​\n\n2,474\n\nPayable to clinical study service\n\n​\n\n \n\n1,413\n\n​\n\n​\n\n2,351\n\nPayable to professional service\n\n​\n\n​\n\n7,584\n\n​\n\n​\n\n1,365\n\nPayable to sales and marketing services\n\n​\n\n \n\n1,228\n\n​\n\n​\n\n1,417\n\nDividends and interest payable to Wuxi LP, current (Note 11)\n\n​\n\n​\n\n3,842\n\n​\n\n​\n\n1,849\n\nLease liabilities-current (Note 5)\n\n​\n\n​\n\n1,611\n\n​\n\n​\n\n1,221\n\nOthers\n\n​\n\n​\n\n2,234\n\n​\n\n​\n\n1,334\n\n​\n\n​\n\n$\n\n24,171\n\n​\n\n$\n\n15,344\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Other Liabilities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nProfit-sharing liability to Juventas\n\n​\n\n$\n\n11,821\n\n​\n\n$\n\n11,821\n\nDividends and interest payable to Wuxi LP, non current (Note 11)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,015\n\nLease liabilities-noncurrent (Note 5)\n\n​\n\n​\n\n1,441\n\n​\n\n​\n\n2,535\n\n​\n\n​\n\n$\n\n13,262\n\n​\n\n$\n\n15,371\n\n​\n\n​\n\nThe profit-sharing liability represents the Company’s obligation to pay an increased share of future profits pursuant to the Supplementary Agreement with Juventas (see Note 1) which was conveyed by the Company in exchange for the additional equity interests in Juventas. The Company views this as a payment from a vendor that should reduce cost of revenues over the period of royalty payments. The long-term liability will be derecognized when payments are made on a systematic and rational basis representing the pattern in which the Company expects to settle the profit-sharing payment during the commercialization period of CNCT19.\n\n​\n\n9.     SHORT TERM BORROWINGS\n\nIn September 2025, the Company’s subsidiary, CASI Wuxi entered into a Loan Agreement with Bank of Nanjing. Under the Agreement, Bank of Nanjing made available to CASI Wuxi an unsecured loan credit of RMB 2.0 million (approximately $0.3 million). The Company fully draw down. Interest accrues on the principal amounts of the loans outstanding at a fixed annual rate of 2.5% and payable monthly.\n\nIn November 2025, the Company’s subsidiary, CASI Wuxi entered into a Loan Agreement with Bank of Communications. Under the Loan Agreement, Bank of Communications made available to CASI Wuxi a guaranteed credit of RMB 5.0 million (approximately $0.7 million). The Company fully draw down. The joint and several liability guarantee was provided by CASI China concurrently with the Loan Agreement. The loan was secured by a pledge of fixed assets held by CASI Wuxi. Interest accrues on the principal amounts of the loans outstanding at a fixed annual rate of 2.5% and payable monthly.\n\n​\n\n10.      GRANTS\n\nIn November 2019, CASI Wuxi entered into a fifty-year lease agreement for the right to use state-owned land in China for the construction of a manufacturing facility. In November 2019, the Company entered into a grant agreement with the Administrative Committee of Wuxi Huishan Economic Development Zone, under which, the Company is eligible for grants up to RMB 25 million (equivalent to $3.6 million) to support the development of CASI Wuxi’s manufacturing site. Pursuant to the agreement, the Administrative Committee of Wuxi Huishan Economic Development Zone can recapture the grant if CASI Wuxi moves out of the Wuxi Huishan Economic Development Zone in ten years.\n\nIn April 2020, CASI Wuxi received RMB 15.9 million (equivalent to $2.2 million) from the Jiangsu Province Wuxi Huishan Economic Development Zone as a government grant for this development project which was recorded as deferred income in April 2020. In November 2021, CASI Wuxi received additional RMB 3.0 million (equivalent to $0.5 million) from the Jiangsu Province Wuxi Huishan Economic Development Zone as a government grant for this development project which was recorded as deferred income in November 2021.  \n\nF-29\n\n[Table of Contents](#TOC)\n\nThe Company recognized nil, nil and $48,000 of other income during the years ended December 31, 2024, 2023 and 2022, respectively. Upon return of the land use right to the local government, the Company reclassified the remaining deferred income balance to accrued and other current liabilities. As of December 31, 2025, the Company is still under negotiation with the local government on the further treatment of the grant.\n\n11.      REDEEMABLE NONCONTROLLING INTEREST AND A LONG TERM BORROWING\n\nOn December 26, 2018, the Company, together with Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) (“Wuxi LP”) established CASI Wuxi to build and operate a manufacturing facility in the Wuxi Huishan Economic Development Zone in Jiangsu Province, China. The Company holds 80% of the equity interests in CASI Wuxi and intended to invest, over time, $80 million in CASI Wuxi. The Company has paid $31 million in cash and transferred selected ANDAs valued at $30 million as of December 31, 2022. Wuxi LP holds 20% of the equity interest in CASI Wuxi through its investment in RMB of $20 million in cash (paid in March 2019). As the transfer of ANDAs, valued at $30 million, was to the Company’s consolidated subsidiary (CASI Wuxi), the Company recognized the transfer of the ANDAs at their carrying value and did not recognize a gain on the transfer.\n\nPursuant to the investment contract between the Company and Wuxi LP and Articles of Association of CASI Wuxi, the Company has the call option to purchase the 20% equity interest in CASI Wuxi held by Wuxi LP at any time within 5 years from the date of establishment of CASI Wuxi (i.e. up to December 26, 2023). Wuxi LP has the put option to require the Company to redeem the 20% equity interest in CASI Wuxi at any time after December 26, 2023. The redemption value under both the Company’s embedded put option and Wuxi LP’s embedded call option is equal to $20 million plus interest at the bank loan interest rate issued by the People's Bank of China for the period beginning with the initial capital contribution by Wuxi LP to the date of redemption. In addition, Wuxi LP has the put option to require the Company to redeem the 20% equity interest in CASI Wuxi at $20 million upon the occurrence of any of the following conditions: (i) the Company fails to fulfill its investment obligation to CASI Wuxi; (ii) CASI Wuxi suffers serious losses, discontinued operation, dissolution, goes into process of bankruptcy liquidation; or (iii) the Company substantially violates the investment contract and Articles of Association of CASI Wuxi.\n\nThe investment of Wuxi LP in CASI Wuxi is treated as redeemable noncontrolling interest and is classified outside of permanent equity on the consolidated balance sheets because (1) the noncontrolling interest is not mandatorily redeemable financial instruments, and (2) it is redeemable at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company. The Company initially recorded the redeemable noncontrolling interest at its fair value of $20 million. The carrying amount of the redeemable noncontrolling interest is subsequently recorded at the greater of the amount of (1) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income or loss in CASI Wuxi or (2) the redemption value, assuming the noncontrolling interest is redeemable at the balance sheet date. Accretion of the carrying amount of redeemable noncontrolling interest to the redemption value is recorded in additional paid-in capital.\n\nIn December 2023, the Company entered into a series of agreements, including a capital reduction agreement, a long term borrowing agreement, and four guarantee agreements, with Wuxi LP, CASI China and CASI Wuxi, pursuant to which, (i) CASI Wuxi will reduce its registered capital and return to Wuxi LP the investment principal made by Wuxi LP in CASI Wuxi in the amount of RMB134.2 million (equivalent to its original investment of US$20 million, the “Investment Principal”), together with certain investment return in the amount of RMB26.2 million to be paid in instalments (the “Dividends Payable”), and Wuxi LP shall cease to be a shareholder of CASI Wuxi, (ii) Wuxi LP shall reinvest the Investment Principal into a three-year long term borrowing to CASI Wuxi (the “Long term borrowing”, together with the Dividends Payable, the “Exchanged Liabilities”), which shall have a non-compounding annual interest rate of 4.05% and can, from the beginning date of the Long term borrowing term till the six month anniversary after the maturity of the Long term borrowing, be partially or fully converted into the equity interest of any subsidiaries of the Company at the conversion date fair value, solely at Wuxi LP’s discretion, and (iii) each of the Company and CASI China will provide irrevocable joint and several liability guarantees on the above-mentioned payment obligations. The term of the Long term borrowing will start on December 25, 2023 and end on December 31, 2026. The Dividends Payable shall be paid in four instalments in the amount of RMB5.2 million, RMB 5.2 million, RMB 7.9 million, and RMB 7.9 million in December 2023, June 2024, June 2025 and June 2026, respectively. The Company recognized the difference between the fair value of the Exchanged Liabilities and the carrying amount of the redeemable noncontrolling interest in amount of $22,000 against additional paid-in capital as deemed dividends to Wuxi LP. The Company determined the fair value of the Exchanged Liabilities using discounted cash flow method. As of December 31, 2023, the balance of the principal of the Long term borrowing is presented in “Long term borrowing” on the consolidated balance sheet, the balance of remaining Dividends Payable and interests accrued for the Long term borrowing is included in “Accrued and other current liabilities” and “Other liabilities” (see Note 8) on the consolidated balance sheet.\n\nF-30\n\n[Table of Contents](#TOC)\n\nThe provision related to the Long term borrowing includes certain financial and non-financial covenants, including certain revenue threshold generated by CASI Wuxi for each of the years from 2024 to 2028. For the years ended December 31, 2025 and 2024, CASI Wuxi failed to satisfy the revenue threshold, therefore WUXI LP has the right to request immediate repayment of all of the balances of the long term borrowing. The Company reclassified the balance of the Long term borrowing to current liability.\n\nChanges in redeemable noncontrolling interest during the years ended December 31, 2023 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year Ended December 31,**\n\n**(In thousands)**\n\n**2023**\n\nBalance at beginning of year\n\n$\n\n22,358\n\nShare of CASI Wuxi net loss\n\n​\n\n(2,602)\n\nAccretion of redeemable noncontrolling interest\n\n​\n\n3,281\n\nForeign currency translation adjustment\n\n​\n\n(621)\n\nRedemption of Wuxi NCI\n\n​\n\n(22,416)\n\nBalance at end of year\n\n$\n\n—\n\n​\n\n​\n\n​\n\n12.      SHAREHOLDERS’ (DEFICIT) EQUITY\n\nIn March 2023, the Company completed a redomicile merger, pursuant to which CASI Delaware merged with and into CASI Cayman, with CASI Cayman surviving the merger as the surviving company and successor issuer. CASI Cayman had 500 million of authorized ordinary shares, CASI Delaware had 250 million of authorized common stock. In connection with the Redomicile Merger, each share of the Company’s common stock will be converted into the right to receive one ordinary share of CASI Cayman, and CASI Cayman issued to each holder of such right that number of ordinary shares in CASI Cayman, par value $0.0001 per share. All of the repurchase program and sale agreements previously entered into by CASI Delaware was succeeded to CASI Cayman.\n\nThe Company held 411,996 and 411,952 shares of ordinary shares in treasury at its acquisition cost as of December 31, 2025 and 2024, respectively.\n\n*2024**At-the-Market**(**“**ATM**”**) Offering*\n\nOn May 3, 2024, the Company filed a registration statement on Form F-3, or the Prior Registration Statement, with the U.S. Securities and Exchange Commission, or the SEC, related to the offer and sale of up to an aggregate of $50.0 million of the Company’s ordinary shares, preferred shares, warrants, subscription rights, and/or units, from time to time in one or more offerings, pursuant to a combined base prospectus. The Registration Statement was subsequently declared effective on May 10, 2024. Pursuant to Rule 429 under the Securities Act of 1933, as amended, or the Securities Act.\n\nOn December 20, 2024, the Company filed a registration statement  on Form F-3, combines the Prior Registration Statement, all of which remain unissued, with the additional securities registered thereby for offer and sale by the Company, to enable the offer and sale of up to an aggregate of $200.0 million of the Company’s ordinary shares, preferred shares, warrants, subscription rights, and/or units, from time to time in one or more offerings, pursuant to a combined base prospectus.\n\nAdditionally, this registration statement contains a Sales Agreement prospectus covering the offering, issuance and sale by the Company of up to $50.0 million of the Company’s ordinary shares that may be issued and sold from time to time under an Open Market Sale Agreement the Company has entered into with Jefferies LLC, as sales agent, or the Sales Agreement. The Company may cancel its at-the-market program at any time upon written notice, pursuant to its terms. During 2025, the Company sold 4,053,836 ordinary shares pursuant to the Open Market Sale Agreement for net proceeds of $5.7 million, after deducting sales agent commission of $0.2 million.\n\nNo shares were sold subsequently.\n\n*July 2024 PIPE Transaction*\n\nIn July 2024, the Company closed a private investment in public equity financing (the “PIPE Transaction”). In the PIPE Transaction, the Company sold an aggregate of 1,020,000 ordinary shares of the Company, at a price of $5.00 per ordinary share, and\n\nF-31\n\n[Table of Contents](#TOC)\n\npre-funded warrants to purchase up to an aggregate of 1,980,000 ordinary shares at an issuance price of $4.9999 (with an exercise price of $0.0001). The pre-funded warrants are exercisable at any time at an exercise price of $0.0001 per share subject to certain ordinary share ownership limitations that are controlled by the investors. The gross proceeds to the Company from the PIPE were US$15.0 million before deducting the underwriting discounts and commissions and offering expenses payable by the Company.\n\n*S**hares**Purchase Warrants*\n\nIn the July 2024 PIPE Transaction, the Company issued ordinary shares with accompanying pre-funded warrants to certain institutional investors. Shares purchase warrants activity for the years ended December 31, 2025, 2024 and 2023 is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of**\n\n​\n\n**Weighted Average**\n\n​\n\n**  ​ ​ ​**\n\n**Warrants**\n\n**  ​ ​ ​**\n\n**Exercise Price**\n\nOutstanding at December 31, 2023\n\n​\n\n—\n\n​\n\n$\n\n—\n\nIssued\n\n​\n\n1,980,000\n\n​\n\n$\n\n0.0001\n\nOutstanding at December 31, 2024\n\n​\n\n1,980,000\n\n​\n\n$\n\n0.0001\n\nExercised\n\n​\n\n(980,000)\n\n​\n\n$\n\n0.0001\n\nOutstanding at December 31, 2025\n\n​\n\n1,000,000\n\n​\n\n$\n\n0.0001\n\nExercisable at December 31, 2025\n\n​\n\n1,000,000\n\n​\n\n$\n\n0.0001\n\n​\n\n*Stock Repurchase Program*\n\nOn December 15, 2021, the board of directors of CASI Delaware approved a stock repurchase program for the repurchase of up to $10 million of its Common Stock (and no more than 1,250,000 shares of its Common Stock) through open market purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 and through trading plans established pursuant to Rule 10b5-1 of the Securities Exchange Act from time to time. On December 17, 2021, CASI Delaware established a Rule 10b5-1 trading plan to carry out the stock repurchase, which was terminated on March 31, 2022, and as of the termination of the plan, CASI Delaware has repurchased 3,734,992 shares of Common Stock (among which 2,541,245 shares of Common Stock were retired, not adjusted to reflect the Reverse Stock Split) amounted to $3.0 million. On November 17, 2022, CASI Delaware established a new Rule 10b5-1 trading plan to carry out the stock repurchase, which was terminated on January 21, 2023, and as of the termination of the plan, CASI Delaware has repurchased 284,623 shares of Common Stock amounted to $0.5 million under the new plan, including 136,118 shares repurchased in January 2023.\n\n​\n\n​\n\n13.      NET LOSS PER SHARE\n\nAs of December 31, 2025, 2024, and 2023, outstanding share options totaling 3,083,414, 3,574,453 and 4,055,164, respectively, were anti-dilutive, and therefore, were not included in the computation of weighted average shares used in computing diluted loss per share. As of December 31, 2025, the Company had 1,000,000 pre-funded warrants issued in connection with the PIPE Transaction that are exercisable at any time for nominal cash consideration. These pre-funded warrants were included in the denominator for basic and diluted net loss per share.\n\nF-32\n\n[Table of Contents](#TOC)\n\nThe following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the periods presented:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n \n\n**Year Ended December 31,**\n\n**(In thousands, except share and per share data)**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nNumerator:\n\n​\n\n​\n\n  ​\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss attributable to CASI Pharmaceuticals, Inc.\n\n​\n\n$\n\n(48,058)\n\n​\n\n$\n\n(39,258)\n\n​\n\n$\n\n(26,960)\n\nDenominator:\n\n​\n\n \n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n​\n\nWeighted-average shares outstanding used in computing net loss per share, basic and diluted\n\n​\n\n \n\n18,538,046\n\n​\n\n \n\n15,340,277\n\n​\n\n \n\n13,360,185\n\nDenominator for basic and diluted net loss per share calculation\n\n​\n\n \n\n18,538,046\n\n​\n\n \n\n15,340,277\n\n​\n\n \n\n13,360,185\n\nNet loss per share\n\n​\n\n \n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n​\n\n— Basic and diluted\n\n​\n\n$\n\n(2.59)\n\n​\n\n$\n\n(2.56)\n\n​\n\n$\n\n(2.02)\n\n​\n\n​\n\n​\n\n14.      EMPLOYEE BENEFIT PLAN\n\nThe Company sponsors the CASI Pharmaceuticals, Inc. 401(k) Plan and Trust. The plan covers substantially all U.S. employees and enables participants to contribute a portion of salary and wages on a tax-deferred basis. Contributions to the plan by the Company are discretionary. Contributions by the Company totaled $93,000, $82,000 and $77,100 for the years ended December 31, 2025, 2024 and 2023, respectively.\n\nFull time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC subsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $3.0 million, $4.2 million and $4.3 million for the years ended December 31, 2025, 2024 and 2023 respectively.\n\n​\n\n15.      SHARE-BASED COMPENSATION\n\nIn March 2023, the Company completed a redomicile merger, pursuant to which CASI Delaware merged with and into CASI Cayman, with CASI Cayman surviving the merger as the surviving company and successor issuer. As a result, CASI Cayman succeeded CASI Delaware’s share compensation plans. CASI Delaware has adopted various share compensation plans for executive, management and staff of the Company, as well as outside directors and consultants.\n\nOn June 15, 2021, the 2021 Long-Term Incentive Plan (the “2021 Plan”) was approved by CASI Delaware’s shareholders. The maximum number of shares of common stock that are available for grants and awards equals to 2,000,000 shares of stock, which includes all remaining shares of common stock under the 2011 Plan. Currently, the 2021 Plan is administered by the Company’s compensation committee. As of December 31, 2025, a total of 114,814 shares remained available for grant under the Company’s 2021 Plan.\n\nIn addition, CASI Delaware also granted share options to Dr. He, its Chairman and CEO. On June 15, 2021, the Board approved a grant of share options to Dr. He which consists of 400,000 shares time-based and 400,000 shares performance-based share options. (the “CEO Plan”).\n\nOn May 12, 2023, the board of directors of the Company adopted certain restated and amended 2011 Long-term Incentive Plan and restated and amended 2021 Long term Incentive Plan, pursuant to which the board of directors of the Company authorized certain downward adjustments to the exercise prices of 3,927,859 options held by 67 grantees (the “Modification”). The total incremental compensation as result of the Modification for the awards that are probable to vest was $3.5 million, among which $2.3 million was recognized immediately for vested options and the rest $1.2 million will be recognized through the remaining vesting period of each of the unvested awards. No incremental compensation was recorded for the awards that are not probable to vest.\n\nF-33\n\n[Table of Contents](#TOC)\n\nOn July 12, 2024, the Company’s board of directors approved a modification to the terms of the CEO Plan, pursuant to which the performance targets of the original awards were modified to a market condition (“CEO Modification”). The total incremental compensation as a result of this CEO Modification was $0.9 million, which will be recognized through the derived service period.\n\nOn July 12, 2024, the Company’s board of directors approved the 2024 Long-Term Incentive Plan (the “2024 Plan”). The maximum number of ordinary shares that are available for grants and awards equals to 2,000,000 shares. As of December 31, 2025, a total of 1,695,039 shares remained available for grant under the Company’s 2024 Plan.\n\nThe share-based compensation expenses are recorded as components of general and administrative expense, selling and marketing expense, and research and development expense, as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year Ended December 31,**\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n​\n\n**2023**\n\nResearch and development\n\n​\n\n$\n\n206\n\n​\n\n$\n\n217\n\n​\n\n$\n\n236\n\nSales and marketing\n\n​\n\n​\n\n397\n\n​\n\n​\n\n329\n\n​\n\n​\n\n245\n\nGeneral and administrative\n\n​\n\n \n\n2,383\n\n​\n\n \n\n760\n\n​\n\n \n\n6,736\n\nTotal\n\n​\n\n$\n\n2,986\n\n​\n\n$\n\n1,306\n\n​\n\n$\n\n7,217\n\n​\n\nCompensation expense related to share options with service conditions is recognized over the requisite service period, which is generally the option vesting term of up to four years. Compensation expense related to share options with performance conditions are recognized when it is probable that the performance condition will be achieved.\n\nThe Company uses the Black-Scholes-Merton valuation model to estimate the fair value of service based and performance-based share options granted to employees. Such model requires the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award.\n\n*Expected Volatility*—Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical volatility based on the daily price observations of its ordinary share during the period immediately preceding the share-based award grant that is equal in length to the award’s expected term. The Company believes that historical volatility represents the best estimate of future long term volatility.\n\n*Risk-Free Interest Rate*—This is the average interest rate consistent with the yield available on a U.S. Treasury note (with a term equal to the expected term of the underlying grants) at the date the option was granted.\n\n*Expected Term of Options*—This is the period of time that the options granted are expected to remain outstanding. The Company uses a simplified method for estimating the expected term of service based awards granted. For performance based awards, the expected term is based on the derived service period.\n\n*Expected Dividend Yield*—The Company has never declared or paid dividends on its ordinary share and does not anticipate paying any dividends in the foreseeable future. As such, the dividend yield percentage is assumed to be zero.\n\nThe weighted average grant date fair value of share options is $1.04, $4.83, and $1.90 for the years ended December 31, 2025, 2024 and 2023 respectively. Following are the assumptions used in valuing the share options on grant dates during the years ended December 31, 2025, 2024 and 2023:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year Ended December 31,**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n​\n\n**2024**\n\n**  ​ ​ ​**\n\n​\n\n**2023**\n\n**  ​ ​ ​**\n\nRange of expected volatility\n\n \n\n​\n\n88.4% to 93.03\n\n%  \n\n​\n\n​\n\n81.58% to 85.61\n\n%  \n\n​\n\n​\n\n75.77% to 81.26\n\n%\n\nRange of risk free interest rate\n\n​\n\n​\n\n3.68% to 3.91\n\n%  \n\n​\n\n​\n\n3.41% to 4.45\n\n%  \n\n​\n\n​\n\n3.45% to 4.79\n\n%  \n\nWeighted average expected option life (in years)\n\n \n\n​\n\n5.00\n\n​\n\n​\n\n​\n\n6.12\n\n​\n\n​\n\n​\n\n5.72\n\n​\n\nExpected dividend yield\n\n \n\n​\n\n0.00\n\n%  \n\n​\n\n​\n\n0.00\n\n%  \n\n​\n\n​\n\n0.00\n\n%  \n\n​\n\nF-34\n\n[Table of Contents](#TOC)\n\nIn terms of the Modification in 2023, the weighted average modification date fair value is $1.59. The assumptions used in valuing the modification date fair value include expected volatility (ranges from 74.55% to 94.08%), risk free interest rate (ranges from 3.45% to 5.79%), weighted average expected option life of 3.93 years and expected dividend yield of 0.00%. In terms of the CEO Modification in 2024, the modification date fair value is $4.25. The assumptions used in valuing the modification date fair value include expected volatility of 99.65%, risk free interest rate of 4.45%, and derived service period of 0.83 year.\n\n​\n\nA summary of the Company’s share option plans and changes in options outstanding under the plans during the years ended December 31, 2025, 2024 and 2023 is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Weighted Average**\n\n​\n\n**Weighted Average Remaining**\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of Options**\n\n**  ​ ​ ​**\n\n**Exercise Price**\n\n**  ​ ​ ​**\n\n**Contractual Term In Years**\n\n**  ​ ​ ​**\n\n**Aggregate Intrinsic Value**\n\nOutstanding at December 31, 2022\n\n​\n\n3,389,379\n\n​\n\n$\n\n19.5\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExercised\n\n​\n\n(56,668)\n\n​\n\n$\n\n1.9\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGranted\n\n​\n\n844,561\n\n​\n\n$\n\n2.1\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExpired\n\n​\n\n(72,178)\n\n​\n\n$\n\n17.3\n\n​\n\n​\n\n​\n\n​\n\n​\n\nForfeited\n\n​\n\n(49,930)\n\n​\n\n$\n\n3.3\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOutstanding at December 31, 2023\n\n​\n\n4,055,164\n\n​\n\n$\n\n2.2\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExercised\n\n​\n\n(1,094,406)\n\n​\n\n$\n\n1.9\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGranted\n\n​\n\n1,242,961\n\n​\n\n$\n\n5.7\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExpired\n\n​\n\n(209,389)\n\n​\n\n$\n\n6.6\n\n​\n\n​\n\n​\n\n​\n\n​\n\nForfeited\n\n​\n\n(419,877)\n\n​\n\n$\n\n1.9\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOutstanding at December 31, 2024\n\n​\n\n3,574,453\n\n​\n\n$\n\n3.3\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExercised\n\n​\n\n(29,500)\n\n​\n\n$\n\n1.9\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGranted\n\n​\n\n64,961\n\n​\n\n$\n\n1.5\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExpired\n\n​\n\n(19,875)\n\n​\n\n$\n\n2.2\n\n​\n\n​\n\n​\n\n​\n\n​\n\nForfeited\n\n​\n\n(506,625)\n\n​\n\n$\n\n6.4\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOutstanding at December 31, 2025\n\n​\n\n3,083,414\n\n​\n\n$\n\n2.8\n\n​\n\n5.84\n\n​\n\n​\n\n—\n\nVested and expected to vest at December 31, 2025\n\n​\n\n2,521,914\n\n​\n\n$\n\n2.7\n\n​\n\n5.81\n\n​\n\n​\n\n—\n\nExercisable at December 31, 2025\n\n​\n\n2,099,348\n\n​\n\n$\n\n2.5\n\n​\n\n5.38\n\n​\n\n​\n\n—\n\n​\n\nThe aggregate intrinsic value is calculated as the difference between (i) the closing price of the ordinary share at December 31, 2025 and (ii) the exercise price of the underlying awards, multiplied by the number of options that had an exercise price less than the closing price on the last trading day of the year. Cash received from option exercises under all share-based payment arrangements for the years ended December 31, 2025, 2024 and 2023 was $56,000, $2.1 million and $0.1 million, respectively.\n\nThe following summarizes information about share options that are outstanding at December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n**Options Outstanding**\n\n \n\n**Options Exercisable**\n\n​\n\n​\n\n​\n\n \n\n**Weighted**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n** **\n\n**Average**\n\n** **\n\n​\n\n**Weighted**\n\n​\n\n​\n\n \n\n​\n\n**Weighted**\n\n​\n\n** **\n\n**Number**\n\n** **\n\n**Remaining**\n\n** **\n\n​\n\n**Average**\n\n** **\n\n**Number**\n\n** **\n\n​\n\n**Average**\n\n**Range of**\n\n** **\n\n**Outstanding at**\n\n** **\n\n**Contractual**\n\n** **\n\n​\n\n**Exercise**\n\n** **\n\n**Exercisable at**\n\n** **\n\n​\n\n**Exercise**\n\n**Exercise Prices**\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**Life in Years**\n\n**  ​ ​ ​**\n\n​\n\n**Price**\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n​\n\n**Price**\n\n$1.26 - $1.93\n\n​\n\n2,225,453\n\n​\n\n4.88\n\n​\n\n$\n\n1.92\n\n​\n\n1,644,387\n\n​\n\n$\n\n1.91\n\n$2.31 - $2.69\n\n​\n\n284,961\n\n​\n\n8.31\n\n​\n\n$\n\n2.64\n\n​\n\n157,461\n\n​\n\n$\n\n2.61\n\n$3.59 - $5.20\n\n​\n\n80,000\n\n​\n\n8.19\n\n​\n\n$\n\n4.40\n\n​\n\n70,000\n\n​\n\n$\n\n4.28\n\n$5.78 - $6.89\n\n​\n\n490,000\n\n​\n\n8.44\n\n​\n\n$\n\n6.33\n\n​\n\n227,500\n\n​\n\n$\n\n6.02\n\n$42.70\n\n​\n\n3,000\n\n​\n\n2.25\n\n​\n\n$\n\n42.70\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n3,083,414\n\n​\n\n5.84\n\n​\n\n$\n\n2.79\n\n​\n\n2,099,348\n\n​\n\n$\n\n2.49\n\n​\n\nAs of December 31, 2025, there was $1.3 million of total unrecognized compensation expense related to non-vested share options, to be recognized over a weighted-average period of 2.3 years.\n\nF-35\n\n[Table of Contents](#TOC)\n\n​\n\n16.      INCOME TAXES\n\nThe Company is subject to U.S. federal tax rate of 21%. The Company’s subsidiaries in mainland China are subject to an income tax rate of 25%, the subsidiary in Hong Kong is subject to an income tax rate of 8.25%.\n\n​\n\nFor financial reporting purposes, loss before income taxes and share of net loss in an equity investee, includes the following components:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nUnited States\n\n​\n\n$\n\n(27,671)\n\n​\n\n$\n\n(32,980)\n\n​\n\n$\n\n144\n\nMainland China and Hong Kong\n\n​\n\n \n\n(18,200)\n\n​\n\n \n\n(5,089)\n\n​\n\n \n\n(26,436)\n\nTotal\n\n​\n\n$\n\n(45,871)\n\n​\n\n$\n\n(38,069)\n\n​\n\n$\n\n(26,292)\n\n​\n\nSignificant components of the Company’s deferred income tax assets and liabilities as of December 31, 2025 and 2024 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nDeferred income tax assets:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNet operating loss carryforwards\n\n​\n\n$\n\n54,610\n\n​\n\n$\n\n48,548\n\nResearch and development credit carryforwards\n\n​\n\n \n\n1,153\n\n​\n\n \n\n1,386\n\nIntangible assets\n\n​\n\n \n\n5,434\n\n​\n\n \n\n6,204\n\nShare-based compensation\n\n​\n\n \n\n2,370\n\n​\n\n \n\n2,269\n\nChange in fair value of investments\n\n​\n\n​\n\n877\n\n​\n\n​\n\n326\n\nCapitalized R&D amortization\n\n​\n\n​\n\n1,148\n\n​\n\n​\n\n2,296\n\nLease liability\n\n​\n\n​\n\n763\n\n​\n\n​\n\n939\n\nImpairment loss of long-term investments\n\n​\n\n​\n\n182\n\n​\n\n​\n\n182\n\nWrite down of inventories\n\n​\n\n​\n\n1,249\n\n​\n\n​\n\n1,007\n\nAccrued interest expense\n\n​\n\n​\n\n210\n\n​\n\n​\n\n13\n\nOthers\n\n​\n\n \n\n496\n\n​\n\n \n\n233\n\nValuation allowance for deferred income tax assets\n\n​\n\n \n\n(67,766)\n\n​\n\n \n\n(62,466)\n\n​\n\n​\n\n$\n\n726\n\n​\n\n$\n\n937\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDeferred income tax liabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRight of use asset\n\n​\n\n​\n\n(637)\n\n​\n\n​\n\n(873)\n\nOthers\n\n​\n\n​\n\n(89)\n\n​\n\n​\n\n(64)\n\n​\n\n​\n\n$\n\n(726)\n\n​\n\n$\n\n(937)\n\n​\n\nThe Company has U.S. federal and state net operating loss (NOL) carryforwards of $183.6 million at December 31, 2025. Federal and certain state NOLs generated after 2018, have indefinite lives. Certain NOLs generated prior to 2020 begin to expire in years 2025 through 2039. The Company also has mainland China NOLs carryforward of $62.6 million at December 31, 2025 that begin to expire in years 2026 through 2030. The Company also has Hong Kong NOLs carryforward of $4.7 million at December 31, 2025 that have indefinite lives. The Company also has research and experimentation (“R&E”) tax credit carryforwards of $1.2 million as of December 31, 2025 that begin to expire in years 2026 through 2041. Unused R&E tax credit carryforwards expire after a period of 20 years.\n\nUnder the provisions of the US Internal Revenue Code, the NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, respectively, as well as similar state tax provisions. This could limit the amount of tax attributes that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. For financial reporting purposes, a\n\nF-36\n\n[Table of Contents](#TOC)\n\n100% valuation allowance has been recognized to reduce the net deferred tax assets to zero because it is more likely than not that the Company could not generate sufficient taxable income in the future to realize the benefit of deferred income tax assets.\n\nA reconciliation of the provision for income taxes to the federal statutory rate is as follows. The reconciliation for 2025 is in accordance with the updated requirements of ASU No. 2023-09.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Year Ended December 31,**\n\n​\n\n​\n\n**2025**\n\n**(In thousands)**\n\n​\n\n**Amount**\n\n​\n\n**Percent**\n\nTax benefit at statutory federal rate\n\n​\n\n$\n\n9,632\n\n​\n\n21%\n\nDomestic federal:\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAttribute expiration\n\n​\n\n​\n\n(2,381)\n\n​\n\n(5.2%)\n\nTax shortfalls from share options\n\n​\n\n​\n\n(118)\n\n​\n\n(0.3%)\n\nNondeductible expenses\n\n​\n\n​\n\n(90)\n\n​\n\n(0.2%)\n\nChanges in valuation allowance\n\n​\n\n​\n\n(3,222)\n\n​\n\n(7.0%)\n\nDomestic State and local income taxes net of federal effect:\n\n​\n\n​\n\n​\n\n​\n\n​\n\nForeign tax effect:\n\n​\n\n​\n\n​\n\n​\n\n​\n\nMainland China\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTax rate differential\n\n​\n\n​\n\n667\n\n​\n\n1.5%\n\nAttribute expiration\n\n​\n\n​\n\n(1,059)\n\n​\n\n(2.3%)\n\nNondeductible expenses\n\n​\n\n​\n\n(926)\n\n​\n\n(2.0%)\n\nResearch and development bonus deduction\n\n​\n\n​\n\n100\n\n​\n\n0.2%\n\nOthers\n\n​\n\n​\n\n(978)\n\n​\n\n(2.1%)\n\nChange in valuation allowance\n\n​\n\n​\n\n(1,307)\n\n​\n\n(2.8%)\n\nHong Kong\n\n​\n\n​\n\n​\n\n​\n\n—\n\nTax rate differential\n\n​\n\n​\n\n(193)\n\n​\n\n(0.4%)\n\nChanges in valuation allowance\n\n​\n\n​\n\n(125)\n\n​\n\n(0.3%)\n\n​\n\n​\n\n$\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nTax benefit at statutory rate of 21%\n\n​\n\n$\n\n7,994\n\n​\n\n$\n\n5,521\n\nAttribute expiration\n\n​\n\n \n\n(1,899)\n\n​\n\n \n\n(28,281)\n\nTax rate differential\n\n​\n\n​\n\n(119)\n\n​\n\n​\n\n841\n\nNondeductible expenses\n\n​\n\n​\n\n(558)\n\n​\n\n​\n\n(1,469)\n\nResearch and development bonus deduction\n\n​\n\n​\n\n100\n\n​\n\n​\n\n121\n\nTax shortfalls from share options\n\n​\n\n​\n\n(4,129)\n\n​\n\n​\n\n(830)\n\nOthers\n\n​\n\n​\n\n247\n\n​\n\n​\n\n314\n\nChange in valuation allowance (1)\n\n​\n\n \n\n(1,636)\n\n​\n\n \n\n23,864\n\n​\n\n​\n\n$\n\n—\n\n​\n\n$\n\n81\n\n​\n\nChange in valuation allowance is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nBalance at January 1\n\n​\n\n$\n\n62,466\n\n​\n\n$\n\n61,281\n\n​\n\n$\n\n85,505\n\nAdditions\n\n​\n\n​\n\n8,094\n\n​\n\n​\n\n3,535\n\n​\n\n​\n\n4,417\n\nDecrease from attribute expiration\n\n​\n\n​\n\n(3,440)\n\n​\n\n​\n\n(1,899)\n\n​\n\n​\n\n(28,281)\n\nForeign currency translation adjustment\n\n​\n\n​\n\n646\n\n​\n\n​\n\n(451)\n\n​\n\n​\n\n(360)\n\nBalance at December 31\n\n​\n\n$\n\n67,766\n\n​\n\n$\n\n62,466\n\n​\n\n$\n\n61,281\n\n​\n\nA reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:\n\n​\n\nF-37\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nUnrecognized tax benefits balance at January 1\n\n​\n\n$\n\n558\n\n​\n\n$\n\n948\n\n​\n\n$\n\n997\n\nReductions for tax positions of prior periods\n\n​\n\n \n\n(78)\n\n​\n\n \n\n(390)\n\n​\n\n \n\n(49)\n\nUnrecognized tax benefits balance at December 31\n\n​\n\n$\n\n480\n\n​\n\n$\n\n558\n\n​\n\n$\n\n948\n\n​\n\nThe Company had $0.5 million of unrecognized tax benefits as of December 31, 2025 related to net R&E tax credit. For the year ended December 31, 2025, there was a net reduction of unrecognized tax benefits of $78,000 related to R&E tax credits. The Company has a full valuation allowance at December 31, 2025 and 2024 against the full amount of its net deferred tax assets and, therefore, there was no impact on the Company’s financial position. The Company does not expect significant changes to the unrecognized benefit. As of December 31, 2025, 2024, and 2023, the Company did not accrue any interest related to uncertain tax positions, as none of the relevant tax benefits has been realized. To date, there have been no interest or penalties charged to the Company related to income taxes.\n\nThe Company and each of its PRC subsidiaries file income tax returns in the United States and the PRC, respectively. Due to the existence of tax attribute carryforwards (which are currently offset by a full valuation allowance), all of the Company’s tax returns since 2005 are open to examination by the taxing authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances where the underpayment of taxes is more than RMB100,000 ($15,000). In the case of transfer pricing issues, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. In the US, the Company is no longer subject to income tax examinations by authorities for years ended on or before December 31, 2021 except for certain states where the open periods are one year longer.\n\n​\n\n17.      FAIR VALUE MEASUREMENTS\n\nFinancial instruments of the Company primarily consist of cash and cash equivalents, investment in equity securities, accounts receivable, prepaid expenses and other, long-term investments, accounts payable, accrued and other current liabilities, convertible notes due to a related party, short term borrowings and current portion of long term borrowing. As of December 31, 2025 and December 31, 2024, the carrying amount of cash and cash equivalents, accounts receivable, prepaid expenses and other, accounts payable and accrued and other current liabilities are carried at cost which approximates their fair values due to the short-term nature of the instruments, the carrying amount of current portion of long term borrowing approximates its fair value as interest rate is comparable to the prevailing interest rate in the market.\n\nFinancial Assets and Liabilities Measured at Fair Value on a Recurring Basis\n\nThe Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the hierarchy.\n\nThe following tables present the Company’s financial assets and financial liabilities accounted for at fair value on a recurring basis as of December 31, 2025 and 2024, by level within the fair value hierarchy:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n​\n\n**Fair Value at**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Description**\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**Level 1**\n\n**  ​ ​ ​**\n\n**Level 2**\n\n**  ​ ​ ​**\n\n**Level 3**\n\n**Debt securities measured at fair value:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nConvertible note\n\n​\n\n$\n\n4,243\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n4,243\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Quantitative Information about Level 3 Fair Value Measurements**\n\n​\n\n​\n\n**Fair Value at**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Description**\n\n  ​ ​ ​\n\n**December 31, 2025**\n\n \n\n**Valuation Techniques**\n\n \n\n**Unobservable Input**\n\n  ​ ​ ​\n\n**Average/Median**\n\nConvertible note measured at fair value\n\n​\n\n$\n\n4,243\n\n \n\nBinomial Tree Model\n\n \n\nVolatility\n\n \n\n98%\n\n​\n\n​\n\n​\n\n​\n\nF-38\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(In thousands)**\n\n** **\n\n**Fair Value at**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Description**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\n**  ​ ​ ​**\n\n**Level 1**\n\n**  ​ ​ ​**\n\n**Level 2**\n\n**  ​ ​ ​**\n\n**Level 3**\n\n**Investment in equity securities, at fair value:**\n\n​\n\n$\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nInvestment in ordinary shares\n\n​\n\n$\n\n2,557\n\n​\n\n$\n\n2,557\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nInvestment in warrants - Designated as investment measured at FVTPL \n\n​\n\n$\n\n66\n\n​\n\n$\n\n—\n\n​\n\n$\n\n66\n\n​\n\n$\n\n—\n\n​\n\nThe Company has a convertible note measured at fair value, with changes in fair value reported in the consolidated statement of operations and comprehensive loss each reporting period using Level 3 input (see Note 18).\n\nThe Company used to have an equity investment in the ordinary share of a publicly traded company. The Company’s investments in these equity securities are carried at their estimated fair value, with changes in fair value reported in the consolidated statement of operations and comprehensive loss each reporting period (see Note 3). The fair value of the ordinary share is based on quoted market price for the investees’ ordinary share, a Level 1 input.\n\nThe Company used to have an equity investment in the warrants of a publicly traded company. The Company’s investment is carried at its estimated fair value, with changes in fair value reported in the consolidated statement of operations and comprehensive loss each reporting period (see Note 3). The fair value of the warrants was measured using observable market-based inputs other than quoted prices in active markets for identical assets, level 2 inputs. The Company uses the Black-Scholes-Merton valuation model to estimate the fair value of warrants.\n\n​\n\nFinancial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis\n\nThe Company reduces the carrying amount of equity method investments to its fair value when an impairment is determined to be other-than-temporary. In 2023, due to PAT’s slow business progress and delay of financing, the Company performed an impairment test using discounted cash flow approach. As the projected cash flow of the investment is negative, the Group recognized full impairment for the investment.\n\nThe Company measures equity investments without readily determinable fair values at its cost, minus impairment, if any, plus or minus changes resulting from observable transactions of identical or similar securities of the same issuer.\n\nNon-Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis\n\nThe Company has no non-financial assets and liabilities that are measured at fair value on a recurring basis.\n\nNon-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis\n\nOn December 31, 2024, the intangible asset of FOLOTYN® license right with total carrying amount of $0.7 million was written down to its fair value of zero, resulting in an impairment loss of $0.7 million, representing the difference between the carrying value of the intangible asset and its fair value.\n\n​\n\n18.      RELATED PARTY TRANSACTIONS\n\nConvertible Note Financing\n\nIn December 2025, the Company entered into convertible note purchase agreement (the “Purchase Agreement”) with ETP Global III Fund LP (“ETP Global III”), a partnership controlled by Dr. Wei-Wu He, the Company’s director of the board, pursuant to which the Company will issue and sell convertible notes in an aggregate principal amount of US $20 million to ETP Global III through a private placement. The sale of the convertible notes will be in tranches and subject to multiple closings with certain closing conditions.\n\nEach convertible note issued pursuant to the Purchase Agreement will mature in 36 months, bearing interest of 12% per annum from the issuance date. Upon maturity, each note may, at the Company’s option, be convertible into ordinary shares of the Company, par value US $0.0001 per share (the “Shares”), at a conversion price of the volume weighted average closing price of the Company’s\n\nF-39\n\n[Table of Contents](#TOC)\n\nShares during the five consecutive trading days immediately preceding the maturity date. ETP Global III also has the right to convert each note into Shares at any time from and including the 91st day after the issuance thereof to and including the maturity date at a conversion price of the volume weighted average closing price of the Company’s Shares during the five consecutive trading days immediately preceding the date of conversion notice by the Purchaser. In no event shall the conversion price be higher than US $2 per ordinary Share or lower than US $1 per Share.\n\nThe Company elected fair value option to measure the convertible notes. The changes in fair value due to the instrument-specific credit risk are recognized to other comprehensive income/(loss) and all other changes in fair value are recognized in changes in fair value of convertible notes on the consolidated statements of operations and comprehensive loss, if any.\n\nOn December 30, 2025, the Company completed the issuance of the first tranche of the US$20 million convertible note financing. A convertible note with a principal amount of US$5 million has been issued to ETP Global III. The fair value at the closing date was $4.24 million. The difference between the fair value at the closing date and cash collected, which was $0.76 million, was included in the additional paid-in capital.\n\nThe provision related to the convertible note includes certain financial and non-financial covenants, including certain cross default clause. As of December 31, 2025, the Company failed to satisfy certain financial covenants associated with a Long term borrowing (see Note 11), which constituted an event of default under the terms of the convertible note, therefore, ETP Global III has the right to request immediate repayment of all of the outstanding balances. The Company classified the balance of the convertible note to current liability.\n\nOn January 9, 2026, February 20, 2026, and April 17, 2026, the Company completed the issuance of the second, third and fourth tranche convertible note with a principal amount of US$5 million each, to ETP Global III.\n\nATM Financing\n\nIn September 2025, Huiying Memorial Foundation purchased 230,000 ordinary shares from the ATM offering with total consideration of US$0.5 million. Huiying Memorial Foundation is a 501(c)(3) private family foundation and Dr. He is a member of the board of trustees and an officer of the Huiying Memorial Foundation.\n\nIn September 2025, Panacea Venture Healthcare Fund II, L.P. purchased 1,500,000 ordinary shares from the ATM offering with a total consideration of US$2.3 million. James Huang, one of the Company’s board of directors, is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P.\n\nTransaction with PAT\n\nIn May 2022, the Company entered into a Sublicense Agreement (the “Sublicense Agreement”) with PAT, a company established under the laws of China, pursuant to which the Company granted PAT an exclusive (subject to the commercialization and co-marketing rights), perpetual, worldwide license, with the right to freely grant further sublicenses subject to terms and conditions in the Sublicense Agreement, for the investigational anti-CD38 monoclonal antibody TSK011010 licensed and controlled by the Company from Black Belt Therapeutics Limited, in the treatment, prevention and diagnosis of autoimmune diseases, conditions and disorders in humans. Pursuant to the Sublicense Agreement, PAT shall make an upfront payment of $10,000,000 equivalent in two equal instalments upon completion of its first and second financing, respectively, plus potential future payments or reimbursement of development and sales milestones and royalties to the Company. The Company received the first installment in the amount of $5.0 million in 2022 and recognized it as sublicense revenue. The second financing has not occurred until December 31, 2025.\n\nIn the fourth quarter of 2023, the Company reached an alignment with PAT that PAT should reimburse the Company for an amount of US$4.4 million for certain labor cost and certain pre-clinical and clinical service incurred in previous years, the Company recognized this amount in other operating income. The Company received US$3.9 million in 2023 and the remaining balance in amount of US$0.5 million included in receivable from a related party has been collected in January 2024.\n\nF-40\n\n[Table of Contents](#TOC)\n\nTransaction with ETP Fund\n\nIn April 2025, the Company entered into an Equity Transfer Agreement with PAT and Wuxi Zhihe Daukang Phase II Venture Capital Partnership (Limited Partnership), an investor of PAT, of which Dr. Wei-Wu He, our then Chairman and CEO is a general partner (“ETP fund”), to acquire all of the equity interest in PAT owned by ETP fund at an aggregate consideration of RMB28.4 million (being ETP’s original investment amount) plus certain investment returns thereof calculated based on a 15% simple rate of interest per annum from the date of investment through the date of payment. See Note 3 — INVESTMENT IN EQUITY SECURITIES, AT FAIR VALUE AND LONG-TERM INVESTMENTS — Investment in Precision Autoimmune Therapeutics Co., Ltd.\n\nJuly 2024 PIPE Transaction\n\nIn July 2024, CASI Cayman closed a private investment in public equity financing (the “PIPE Transaction”). Dr. Wei-Wu He and HE Family GRAT, a grantor retained annuity trust organized under the law of Nevada for the benefit of Dr. Wei-Wu He’s family members, and in which Dr. Wei-Wu He is the trustee, purchased ordinary shares in the PIPE Transaction at the offering price and on the same terms as the other purchasers. Dr. Wei-Wu He and HE Family GRAT purchased 200,000 and 100,000 shares for a total of US$1.0 million and US$0.5 million, respectively.\n\nHuman Longevity Inc.\n\nIn December 2024, the Company entered into a service agreement with Human Longevity Inc. (“HLI”), pursuant to which CASI will use certain of HLI’s office facilities at a service charge of $8,000 per month. Dr. Wei-Wu He, the Company’s Chairman and CEO is also the Executive Chairman of HLI.\n\n19.      COMMITMENTS AND CONTINGENCIES\n\nIn conjunction with the Cleave assignment agreement entered into on July 18, 2023 (see Note 1), the Company is responsible for certain milestone and royalty payments. As of December 31, 2025, no milestones have been achieved.\n\nIn conjunction with the BioInvent agreement entered into during 2020 (see Note 1), the Company is responsible for certain milestone and royalty payments. As of December 31, 2025, no milestones have been achieved.\n\nIn conjunction with the Black Belt agreement entered into during 2019 (see Note 1), the Company is responsible for certain milestone and royalty payments. In June 2021, the Company achieved the First-Patient-In (FPI) in the Phase 1 dose escalation and expansion study of CID-103, and made $750,000 milestone payment in June 2021 and 250,000 euros ($305,000) in August 2021. As of December 31, 2025, no other milestones have been achieved.\n\nIn conjunction with the Pharmathen agreement entered into during 2019 (see Note 1), the Company is responsible for one remaining milestone payment. In January 2023, the Company and Pharmathen terminated this exclusive distribution license by entering into a termination agreement, and the Company has no further obligation for milestone payment.\n\nIn conjunction with the Acrotech binding term sheet entered into in April 2026 (see Note 1), the Company shall pay Acrotech $250,000 per year for five years (the total additional consideration is $1,250,000) as additional consideration for the sales of generic melphalan in Mainland China.\n\nCASI is currently involved in arbitration proceedings against Juventas in relation to Juventas’ purported termination of the CNCT19 Agreements, between the Company and Juventas with respect to the commercialization of Juventas’ cell therapy, Inaticabtagene Autoleucel (CNCT 19) , see note 1 for details. The Company cannot predict right now the outcome of either of these proceedings. If the Company do not prevail in either of these proceedings completely or in part, or fail to reach a favorable settlement with Juventas, the Company’s  plan with respect to the commercialization of CNCT 19 may be delayed or otherwise adversely impacted, which will in turn result in adverse impacts on the Company’s future results of operations, financial condition and prospects.\n\nThe Company is subject in the normal course of business to various legal proceedings in which claims for monetary or other damages may be asserted. Management does not believe such legal proceedings, unless otherwise disclosed herein, are material.\n\nF-41\n\n[Table of Contents](#TOC)\n\n20.      RESTRICTED NET ASSETS\n\nRelevant PRC law and regulations permit payment of dividends by PRC-based operating entities only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, a PRC-based operating entity is required to annually appropriate 10% of net after-tax income to the statutory surplus reserve fund prior to payment of any dividends, unless such reserve funds have reached 50% of the entity’s registered capital. As a result of these and other restrictions under PRC law and regulations, PRC-based operating entities are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances. The Company may in the future require additional cash resources from PRC-based operating entities due to changes in business conditions, to fund future acquisitions and development, or to declare and pay dividends to or distribution to its shareholders. As of December 31, 2025, the Group had restricted net assets in the amount of $1.0 million.\n\n**21. SUBSEQUENT EVENTS**\n\nOn January 7, 2026, the Company’s board of directors received from Dr. Wei-Wu He, one of the Company’s board of directors, a preliminary non-binding proposal, which was further amended by an updated preliminary non-binding proposal dated January 9, 2026 (the \"Proposal\"), to acquire all of the outstanding ordinary shares, par value US$0.0001 per share, of the Company (the \"Ordinary Shares\"), that are not already beneficially owned by Dr. He for a proposed purchase price of US$1.15 per Ordinary Share. The proposed price represents a 30% premium to the average closing price during the last 30 trading days. As of the date of this report, no decisions have been made with respect to the Proposal. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the transaction contemplated by the Proposal, or that the transaction contemplated by the Proposal, or any other similar transaction will be approved or consummated.\n\nOn February 23, 2026, the Company was notified by Nasdaq that the Nasdaq Hearings Panel had determined to delist its ordinary shares from the Nasdaq Stock Market. On February 25, 2026, Nasdaq notified the SEC of its intention to remove the Company’s Ordinary Shares from listing and registration on Nasdaq, effective February 26, 2026. The Company’s ordinary shares started to trade on OTCQB market under the ticker “CASIF” on April 14, 2026.\n\n​\n\nF-42\n\n[Table of Contents](#TOC)\n\n**2****2****.       CONDENSED FINANCIAL INFORMATION OF REGISTRANT**\n\na) Condensed Balance Sheets (In thousands)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n**  ​ ​ ​**\n\n**December 31, 2024**\n\nASSETS\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCurrent assets:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash and cash equivalents\n\n​\n\n$\n\n1,482\n\n​\n\n$\n\n9,162\n\nInvestment in equity securities, at fair value\n\n​\n\n \n\n—\n\n​\n\n \n\n2,623\n\nAccounts receivable, net\n\n​\n\n \n\n2,844\n\n​\n\n \n\n15,234\n\nInventories\n\n​\n\n \n\n—\n\n​\n\n \n\n5,231\n\nPrepaid expenses and other\n\n​\n\n \n\n446\n\n​\n\n \n\n1,065\n\nTotal current assets\n\n​\n\n \n\n4,772\n\n​\n\n \n\n33,315\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIntercompany receivables\n\n​\n\n \n\n779\n\n​\n\n \n\n779\n\nProperty, plant and equipment, net\n\n​\n\n \n\n12\n\n​\n\n \n\n16\n\nLong-term investments\n\n​\n\n \n\n1,716\n\n​\n\n \n\n1,716\n\nInvestment in subsidiaries\n\n​\n\n \n\n—\n\n​\n\n \n\n635\n\nTotal assets\n\n​\n\n$\n\n7,279\n\n​\n\n$\n\n36,461\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nCurrent liabilities:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nAccounts payable\n\n​\n\n$\n\n1,065\n\n​\n\n$\n\n2,650\n\nAccrued and other current liabilities\n\n​\n\n \n\n8,326\n\n​\n\n \n\n4,183\n\nConvertible notes due to a related party\n\n​\n\n​\n\n4,243\n\n​\n\n​\n\n—\n\nIntercompany payables\n\n​\n\n \n\n4,615\n\n​\n\n \n\n15,956\n\nTotal current liabilities\n\n​\n\n \n\n18,249\n\n​\n\n \n\n22,789\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther liabilities\n\n​\n\n \n\n11,821\n\n​\n\n \n\n11,821\n\nProvision of excess loss in subsidiaries\n\n​\n\n​\n\n14,491\n\n​\n\n​\n\n—\n\nTotal liabilities\n\n​\n\n \n\n44,561\n\n​\n\n \n\n34,610\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nShareholders’ (deficit) equity:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nOrdinary shares\n\n​\n\n \n\n2\n\n​\n\n \n\n2\n\nAdditional paid-in capital\n\n​\n\n \n\n722,238\n\n​\n\n \n\n713,302\n\nTreasury shares\n\n​\n\n \n\n(9,604)\n\n​\n\n \n\n(9,604)\n\nAccumulated other comprehensive loss\n\n​\n\n​\n\n(1,785)\n\n​\n\n​\n\n(1,774)\n\nAccumulated deficit\n\n​\n\n \n\n(748,133)\n\n​\n\n \n\n(700,075)\n\nTotal shareholders’ (deficit) equity\n\n​\n\n \n\n(37,282)\n\n​\n\n \n\n1,851\n\nTotal liabilities and shareholders' (deficit) equity\n\n​\n\n$\n\n7,279\n\n​\n\n$\n\n36,461\n\n​\n\n​\n\nF-43\n\n[Table of Contents](#TOC)\n\nb) Condensed Statements of Operations and Comprehensive Loss (In thousands)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Years ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\nRevenues\n\n​\n\n \n\n18,718\n\n​\n\n \n\n28,537\n\n​\n\n \n\n33,879\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCosts of revenues\n\n​\n\n \n\n(8,734)\n\n​\n\n \n\n(17,391)\n\n​\n\n \n\n(13,827)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGross Profit\n\n​\n\n \n\n9,984\n\n​\n\n \n\n11,146\n\n​\n\n \n\n20,052\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating expenses:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nIntercompany expenses\n\n​\n\n \n\n(13,454)\n\n​\n\n \n\n(27,837)\n\n​\n\n \n\n(4,869)\n\nOther operating expenses\n\n​\n\n​\n\n(24,153)\n\n​\n\n​\n\n(18,413)\n\n​\n\n​\n\n(17,328)\n\nTotal operating expenses\n\n​\n\n \n\n(37,607)\n\n​\n\n \n\n(46,250)\n\n​\n\n \n\n(22,197)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLoss from operations\n\n​\n\n \n\n(27,623)\n\n​\n\n \n\n(35,104)\n\n​\n\n \n\n(2,145)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNon-operating income (expense):\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nShare of loss of subsidiaries\n\n​\n\n \n\n(20,364)\n\n​\n\n \n\n(6,487)\n\n​\n\n \n\n(23,801)\n\nOther non-operating income (expenses)\n\n​\n\n​\n\n(71)\n\n​\n\n​\n\n2,333\n\n​\n\n​\n\n2,289\n\nLoss before income tax expense\n\n​\n\n \n\n(48,058)\n\n​\n\n \n\n(39,258)\n\n​\n\n \n\n(23,657)\n\nIncome tax expense\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nNet loss\n\n​\n\n \n\n(48,058)\n\n​\n\n \n\n(39,258)\n\n​\n\n \n\n(23,657)\n\n​\n\n​\n\nF-44\n\n[Table of Contents](#TOC)\n\nc) Condensed Statements of Cash Flows (In thousands)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Years Ended December 31,**\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n**CASH FLOWS FROM OPERATING ACTIVITIES**\n\n \n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNet cash provided by (used in) operating activities\n\n$\n\n(20,537)\n\n \n\n$\n\n(23,437)\n\n \n\n$\n\n5,574\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**CASH FLOWS FROM INVESTING ACTIVITIES**\n\n \n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n  ​\n\nProceeds from sales of equity securities\n\n \n\n2,604\n\n \n\n​\n\n467\n\n \n\n​\n\n—\n\nProceeds from sale of intangible assets\n\n​\n\n—\n\n​\n\n​\n\n500\n\n​\n\n​\n\n—\n\nProceeds from extinguishment of investment in a convertible loan\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,000\n\nPurchases of property, plant and equipment\n\n \n\n—\n\n \n\n​\n\n—\n\n \n\n​\n\n(13)\n\nPurchases of intangible asset\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(2,000)\n\nInvestment in subsidiaries\n\n \n\n—\n\n \n\n​\n\n—\n\n \n\n​\n\n(1,000)\n\nNet cash provided by (used in) investing activities\n\n \n\n2,604\n\n \n\n​\n\n967\n\n \n\n​\n\n(2,013)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**CASH FLOWS FROM FINANCING ACTIVITIES**\n\n \n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nRepurchase of ordinary share\n\n \n\n—\n\n \n\n​\n\n—\n\n \n\n​\n\n(278)\n\nPayment of share issuance costs\n\n \n\n(681)\n\n \n\n​\n\n(960)\n\n \n\n​\n\n—\n\nProceeds from issuance of convertible notes\n\n​\n\n5,000\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nProceeds from issuance of ordinary shares\n\n \n\n5,878\n\n \n\n​\n\n15,000\n\n \n\n​\n\n—\n\nProceeds from exercise of share options\n\n \n\n56\n\n \n\n​\n\n2,112\n\n \n\n​\n\n109\n\nNet cash provided by (used in) provided by financing activities\n\n \n\n10,253\n\n \n\n​\n\n16,152\n\n \n\n​\n\n(169)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet increase (decrease) in cash and cash equivalents\n\n \n\n(7,680)\n\n \n\n​\n\n(6,318)\n\n \n\n​\n\n3,392\n\nCash and cash equivalents at beginning of year\n\n \n\n9,162\n\n \n\n​\n\n15,480\n\n \n\n​\n\n12,088\n\nCash and cash equivalents at end of year\n\n$\n\n1,482\n\n​\n\n$\n\n9,162\n\n​\n\n$\n\n15,480\n\n​\n\n​\n\nNote: For the presentation of the condensed financial information, the Company records its investment in subsidiaries under the equity method of accounting as prescribed in ASC 323, “Investments-Equity Method and Joint Ventures”. Such investments are presented on the condensed balance sheets as “Investment in subsidiaries” and the subsidiaries loss as “Share of loss of subsidiaries” on the condensed statements of operations and comprehensive loss. The condensed financial information should be read in conjunction with the Company’s consolidated financial statements. As of December 31, 2025 and 2024, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable shares or guarantees of the Company, except for those, which have been separately disclosed in the consolidated financial statements.\n\n​\n\n​\n\n​\n\nF-45"}