M&A - Checkpoint Therapeutics, Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925056072

Filing Summary: This Amendment No. 11 to Schedule 13D updates the information regarding the common stock of Checkpoint Therapeutics, Inc. by Fortress Biotech, Inc. It pertains to a merger agreement dated March 9, 2025, between Checkpoint Therapeutics, Inc. and Sun Pharmaceutical Industries, Inc. On May 30, 2025, a merger occurred where Snoopy Merger Sub, Inc. merged with Checkpoint Therapeutics, with the latter becoming a wholly owned subsidiary of Sun Pharmaceutical. In this merger, each share of Checkpoint's stock held by Fortress Biotech was converted into a cash payment of $4.10 and one non-tradable contingent value right (CVR) potentially worth an additional $0.70 based on future performance. Following the merger, Fortress Biotech no longer owns any shares of Checkpoint's stock. No significant transactions in Checkpoint's stock have been carried out by Fortress in the last 60 days, except a minor transfer of shares to its executives upon warrant exercise. Fortress Biotech has ceased to be a beneficial owner of more than five percent of Checkpoint's common stock as of the closing date of the merger.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925054628

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. completed a merger with Sun Pharmaceutical Industries, Inc. through an agreement dated March 9, 2025. Merger Sub merged with Checkpoint Therapeutics, with the latter becoming a wholly owned subsidiary of Sun Pharma. As a result of the merger, each outstanding share of common stock was converted into the right to receive $4.10 in cash and a non-tradable contingent value right (CVR) which offers a potential additional payment of up to $0.70 contingent on future regulatory achievements for the drug UNLOXCYT™. The company also notified Nasdaq to suspend trading and proceed with delisting of its common stock as part of this merger process, and the company will file for suspension of its reporting obligations. Following the merger, a change in control occurred, leading to all existing directors and officers of the company ceasing to serve, with new directors and officers appointed from Sun Pharma. Additionally, the company’s bylaws were amended and restated. This merger represents a significant strategic shift and operational restructuring for Checkpoint Therapeutics.

Form Type: POS AM

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054632

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. entered into a merger agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. Following the agreement, Merger Sub successfully merged with Checkpoint Therapeutics, making it a wholly owned subsidiary of Sun Pharmaceutical. As a result of the merger, Checkpoint has terminated all offerings of its securities as outlined in the previous Registration Statements and has deregistered any unsold securities. This amendment reflects those changes, effectively concluding the registrations associated with the specified Form S-3 filings.

Form Type: POS AM

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054634

Filing Summary: On March 9, 2025, Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. On May 30, 2025, Merger Sub merged with and into Checkpoint Therapeutics, Inc., which survived the Merger as a wholly owned subsidiary of Sun Pharmaceutical Industries, Inc. This document is a Post-Effective Amendment to various Registration Statements filed by Checkpoint Therapeutics, Inc., terminating the effectiveness of these Registrations and removing any unsold securities from registration due to the completion of the merger.

Form Type: POS AM

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054635

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. merged with Sun Pharmaceutical Industries, Inc. Following the merger, Checkpoint Therapeutics became a wholly owned subsidiary of Sun Pharmaceutical. In connection with the merger, Checkpoint has terminated all offerings of its securities pursuant to its previous registration statements filed under Form S-3. This post-effective amendment deregisters all securities that were registered but remain unsold as of the date of this filing. The company submitted several registration statements, all filed between March 2023 and August 2024, and all of which were effectively terminated on the date of the merger.

Form Type: POS AM

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054636

Filing Summary: Checkpoint Therapeutics, Inc. filed a post-effective amendment to deregister securities related to multiple Form S-3 registration statements. The firm announced that on May 30, 2025, it completed a merger with Sun Pharmaceutical Industries, Inc., where the subsidiary of Sun merged with Checkpoint, making the latter a wholly owned subsidiary. Correspondingly, Checkpoint has terminated all offerings of its securities under these registration statements and has removed any unsold securities from registration as part of this process.

Form Type: POS AM

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054637

Filing Summary: Checkpoint Therapeutics, Inc. filed a Post-Effective Amendment No. 1 to Form S-3 Registration Statements on May 30, 2025, following its merger with Sun Pharmaceutical Industries, Inc. Merger Sub merged with Checkpoint, making it a wholly owned subsidiary of Parent. As a result of the merger, the Company terminated all offerings of its securities previously registered. The filing relates to the deregistration of any unsold securities associated with multiple registration statements that were originally filed and declared effective in 2023 and 2024. The document outlines the details of the merger agreement and the decision to withdraw from the registration of securities that remain unsold.

Form Type: POS AM

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925054638

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. underwent a merger with Sun Pharmaceutical Industries, Inc. following an agreement made on March 9, 2025. As part of the merger, Checkpoint Therapeutics, Inc. has become a wholly owned subsidiary of Sun Pharmaceutical Industries, Inc. Additionally, the company has terminated its offerings of securities under its various registration statements, effectively deregistering any unsold securities and amending the registration statements accordingly. The document outlines the removal from registration of securities and serves to update the SEC regarding these changes following the merger.

Form Type: S-8 POS

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054639

Filing Summary: On March 9, 2025, Checkpoint Therapeutics, Inc. entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. On May 30, 2025, the merger was executed, resulting in Merger Sub merging into Checkpoint, which then became a wholly owned subsidiary of Sun Pharmaceutical. As a result of this merger, the offerings of securities registered under previously filed Registration Statements have been terminated. The company has deregistered all securities that remain unsold from these registrations, thus reflecting this in the post-effective amendments.

Form Type: S-8 POS

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054640

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. completed a merger with Sun Pharmaceutical Industries, Inc., whereby a wholly owned subsidiary of Sun Pharmaceutical, Snoopy Merger Sub, Inc., merged with Checkpoint Therapeutics. As a result of this transaction, Checkpoint Therapeutics became a wholly owned subsidiary of Sun Pharmaceutical Industries. Concurrently with this merger, the company terminated all securities offerings pursuant to its various Registration Statements on Form S-8. The effectiveness of each Registration Statement was terminated, and all shares that remain unsold were deregistered as per the company's obligations under the Securities Act of 1933. This update highlights the significant corporate action that led to the cessation of the offerings under the previously filed registration statements, effectively concluding certain funding avenues for Checkpoint Therapeutics.

Form Type: S-8 POS

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054642

Filing Summary: On March 9, 2025, Checkpoint Therapeutics, Inc. entered into an Agreement and Plan of Merger with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. On May 30, 2025, Merger Sub merged with Checkpoint Therapeutics, resulting in Checkpoint becoming a wholly owned subsidiary of Sun Pharmaceutical. In connection with the merger, the offerings of securities pursuant to the previously filed Registration Statements have been terminated. The company has removed from registration all shares that remain unsold, effectively closing all associated registration statements and ending the availability of previously registered securities.

Form Type: S-8 POS

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054645

Filing Summary: Checkpoint Therapeutics, Inc. filed a Post-Effective Amendment on May 30, 2025, regarding several Registration Statements related to its Amended and Restated 2015 Incentive Plan. The document details that on March 9, 2025, the company entered into a Merger Agreement with Sun Pharmaceutical Industries, Inc. and Snoopy Merger Sub, Inc. On May 30, 2025, the merger was completed, with the Company becoming a wholly owned subsidiary of Sun Pharmaceutical. Consequently, the offerings of securities pursuant to the previously filed Registration Statements have been terminated. The filing also includes information that all remaining unsold shares under these Registration Statements have been deregistered, reflecting that there are no remaining registered securities for the Company under these statements.

Form Type: S-8 POS

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054646

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. completed a merger with Sun Pharmaceutical Industries, Inc. under the terms agreed on March 9, 2025. Following the merger, Checkpoint Therapeutics became a wholly owned subsidiary of Sun Pharmaceutical. The merger resulted in the termination of offerings of securities under several previously filed Registration Statements. Consequently, all shares that were intended to be registered but remained unsold have been deregistered. The document reflects amendments to the Registration Statements to indicate this deregistration, ensuring compliance with the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054647

Filing Summary: On May 30, 2025, Checkpoint Therapeutics, Inc. merged with Sun Pharmaceutical Industries, Inc. in a transaction where Checkpoint became a wholly owned subsidiary of Sun Pharmaceutical. This event is documented through post-effective amendments to various Registration Statements under Form S-8, which include a termination of the offerings of securities as a result of the merger. The amendments deregister any remaining unsold shares originally registered. The document outlines previous registrations for a cumulative total of 24,100,000 shares under the Checkpoint Therapeutics Amended and Restated 2015 Incentive Plan.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: Update

Accession Number: 000110465925053861

Filing Summary: On May 28, 2025, Checkpoint Therapeutics, Inc. conducted a virtual special meeting where stockholders voted on the Merger Proposal in accordance with the Merger Agreement dated March 9, 2025, with Sun Pharmaceutical Industries, Inc. The merger involves Merger Sub merging into Checkpoint, with Checkpoint continuing as the surviving entity and a wholly owned subsidiary of Sun Pharma. A total of 55,846,316 shares of common stock and 700,000 shares of Class A common stock were present, achieving a quorum. The Unaffiliated Stockholder Approval required a majority vote, as did the Statutory Merger Approval. The proposal received 42,951,131 votes in favor from the Unaffiliated Stockholders and 149,819,859 votes for Statutory approval. Additionally, the Compensation Proposal regarding executive payments in connection with the merger received 139,436,184 votes in favor. The meeting concluded that the proposal for adjournment was moot due to successful approvals. The closing of the merger is anticipated on or about May 30, 2025.

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.