M&A - Checkpoint Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051840

Filing Summary: On May 19, 2025, Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. Under the terms of the Merger Agreement, Merger Sub will merge into Checkpoint, making Checkpoint a wholly owned subsidiary of Sun Pharma. The expected closing date for the merger is on or about May 30, 2025, following stockholder approval at a special meeting scheduled for May 28, 2025. Additionally, the preliminary and definitive proxy statements related to this acquisition were filed with the SEC on April 14 and April 23, 2025, respectively. The HSR waiting period required for the transaction has expired, allowing the merger to proceed. The Company has also been involved in a litigation matter regarding a stockholder class action lawsuit related to securities claims, which was dismissed with prejudice on May 19, 2025. Lead plaintiff has thirty days to appeal.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000141057825001233

Filing Summary: Checkpoint Therapeutics, Inc. filed its quarterly report on Form 10-Q for the period ended March 31, 2025. The company experiences significant losses and anticipates continued financial strain. Key events include the FDA's approval of their product, UNLOXCYT™, which targets metastatic cutaneous squamous cell carcinoma. The company is majority-owned by Fortress Biotech, Inc. A merger has been proposed between Checkpoint, Sun Pharmaceutical Industries, Inc., and Snoopy Merger Sub, Inc., with adjustments made to the merger voting standards due to changes in Delaware law. The potential merger could influence the trading price of common stock and operational finance. Significant risks include reliance on third parties for trials, competition in drug development, and financial requirements for ongoing operations. Future capital raises could dilute current stockholder interests. As of March 31, 2025, the company reported current assets of $34.16 million and liabilities totaling $17.87 million, reflecting ongoing operational expenses and cash flow challenges.

Form Type: 8-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925034755

Filing Summary: On April 14, 2025, Checkpoint Therapeutics, Inc. amended its existing merger agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. The amendment revises the definition of 'Company Required Vote,' clarifying that it requires a majority vote from unaffiliated stockholders at a duly convened meeting. This comes after Checkpoint's initial merger agreement with Sun Pharma that was disclosed on March 9, 2025, which outlines a merger where Checkpoint will become a wholly-owned subsidiary of Sun Pharma. The Special Committee of Checkpoint's board has unanimously recommended approval of this amendment and the merger to the company's stockholders. The amendment to the merger agreement and further details are attached as an exhibit. The document also notes Checkpoint's intent to file a definitive proxy statement with the SEC regarding this acquisition process, including solicitation material for stockholders' votes.

Form Type: DEFA14A

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925034756

Filing Summary: On April 14, 2025, Checkpoint Therapeutics, Inc. entered into an Amendment to the previously disclosed Agreement and Plan of Merger with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. This amendment revises the voting requirements for approving the merger, specifically defining 'Company Required Vote' to require the affirmative vote of a majority of votes cast by Unaffiliated Company Stockholders and a majority in voting power of the outstanding Company Common Stock. The Special Committee of Checkpoint's board unanimously recommends that stockholders approve the merger. The original merger agreement remains effective except for the amended voting requirements. The document serves to inform stockholders about significant amendments to the merger agreement and outlines the voting process and necessary approvals needed for the merger execution.

Form Type: PREM14A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925034752

Filing Summary: Checkpoint Therapeutics, Inc. has filed a preliminary proxy statement regarding a special meeting of stockholders to vote on a proposed merger agreement with Sun Pharmaceutical Industries, Inc. The merger, set to be discussed at the virtual special meeting on a date to be determined, includes provisions for stockholders to receive $4.10 in cash and a contingent value right (CVR) potentially worth $0.70 per share, contingent on future milestones. This represents significant premiums based on recent trading prices. The special committee of independent directors has recommended the merger, which requires approval from a majority of un-affiliated stockholders and holders of a majority in voting power at the meeting. Additionally, the proxy statement includes discussions on the compensation for named executive officers in connection with the merger and a potential adjournment of the meeting if necessary to gather enough votes for the merger proposal.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022575

Filing Summary: On March 9, 2025, Checkpoint Therapeutics, Inc. (the Issuer) entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. Under the terms of the Merger, the Issuer will be merged with the Merger Sub, with the Issuer continuing as a wholly owned subsidiary of Sun Pharmaceutical. Each share of Common Stock and Class A Common Stock will be converted into $4.10 in cash and one contingent value right upon the effective time of the merger. The merger includes a transition services agreement between the Issuer and Fortress Biotech, Inc., the Reporting Person, providing for administrative support post-merger. A Support Agreement was established in which Fortress Biotech is committed to vote its shares in favor of the merger and refrain from soliciting competing acquisition proposals. Additionally, a Royalty Agreement was made to grant Fortress Biotech royalty interests based on worldwide net sales of certain products following the merger. The filing updates disclosures from a previously filed Schedule 13D and details the merger terms, agreements, and conditions precedent to consummation.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925021973

Filing Summary: On March 9, 2025, Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. The agreement outlines that Checkpoint will merge with the Merger Sub, thus becoming a wholly owned subsidiary of Sun Pharma. A Special Committee of the Company's board recommended that the board approve the merger. Shareholders will receive $4.10 in cash for each share, along with one contingent value right (CVR) representing the right to receive a further cash payment upon achieving specific milestones. The total transaction value is projected to be around $416 million. Conditions for the merger include regulatory approvals and shareholder voting requirements, while the agreement includes clauses for termination rights and a $12.5 million termination fee in specific circumstances. The document further discusses related agreements and amendments associated with the merger process, highlighting the Company’s restrictions on alternative acquisition proposals and outlining support from major shareholder Fortress Biotech, Inc. A joint press release was issued on March 9, 2025, announcing the merger details and the strategic partnership established through these agreements.

Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925021976

Filing Summary: On March 9, 2025, Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries and its subsidiary Snoopy Merger Sub. This agreement entails a merger where Checkpoint will become a wholly owned subsidiary of Sun Pharma. Each share of Checkpoint's common stock will be canceled and converted into $4.10 in cash and a non-tradable contingent value right (CVR) for potential additional cash upon achieving specific milestones. The total transaction can be valued at approximately $416 million. The Board of Checkpoint unanimously recommended the merger to its stockholders, emphasizing its fairness and advisability. The merger is subject to customary closing conditions, including stockholder approval and regulatory clearances. Additionally, the agreement includes restrictions against soliciting alternative acquisition proposals. Certain fees are applicable for breaches, including a termination fee of $12.5 million under specified conditions. There are also agreements for transition services, royalty rights, amendments to bylaws, and arrangements concerning outstanding warrants. The announcement was also covered in a joint press release on the same date.

Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925022225

Filing Summary: Checkpoint Therapeutics, Inc. has filed a Schedule 14A proxy statement regarding the proposed acquisition by Sun Pharmaceutical Industries, Inc. under a merger agreement dated March 9, 2025. The communication details the solicitation of proxies for a special stockholders' meeting connected to the acquisition. It emphasizes the need for stockholders to review the definitive proxy statement that Checkpoint intends to file, as it will contain critical information about the acquisition and related matters. Participants in the solicitation include directors and executives of Checkpoint, and the document warns stockholders of various risks associated with the acquisition process, including uncertainties in regulatory approvals and potential competing offers. Forward-looking statements are made regarding the transaction's benefits and closing timeline, alongside a caution for investors to consider actual results may vary significantly from current expectations.