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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 5, 2022
Checkpoint Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-38128 |
|
47-2568632 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
95 Sawyer Road, Suite 110, Waltham, MA 02453
(Address of Principal Executive Offices)
(781) 652-4500
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
CKPT |
NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On December 5, 2022, Checkpoint
Therapeutics, Inc., (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Amended
and Restated Certificate of Incorporation with the Secretary of State of Delaware which (i) effected a 1-for-10 reverse stock split (the
“Reverse Stock Split”) of the Company’s common stock par value $0.0001 (the “Common Stock”),
and (ii) effected a reduction in the number of authorized shares of Common Stock from 135,000,000 to 50,000,000 (the “Authorized
Share Reduction”).
The Reverse Stock Split will
be effective on December 6, 2022. The Common Stock will be quoted on the Nasdaq Capital Market on a post-split basis at the open of business
on December 6, 2022. The Company’s post-reverse split Common Stock has a new CUSIP number, 162828206, but the par value and all
other terms of the Common Stock were not affected by the Reverse Stock Split.
The Company’s transfer
agent, VStock Transfer, LLC, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record
regarding the exchange of certificates of Common Stock.
The foregoing description
of the Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference
to the Amendment. A copy of the Amendment is being filed as Exhibit 3.1 to this Current report on Form 8-K and is incorporated herein
by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
As previously disclosed, on
November 3, 2022 a majority of the voting power of the Company voted to approve an amendment (the “Plan Amendment”)
to the Company’s Amended and Restated 2015 Stock Incentive Plan (the “Incentive Plan”) to increase the number
of shares of common stock available for issuance under the Incentive Plan, giving effect to the Reverse Stock Split, by 2,100,000 from
900,000 to 3,000,000.
A copy of the Plan Amendment
is filed as Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosures set forth
in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.
On December 5, 2022, Checkpoint Therapeutics, Inc.
issued a press release announcing the Reverse Stock Split. A copy of such press release is included as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished herewith:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 5, 2022 |
Checkpoint Therapeutics, Inc. |
| |
(Registrant) |
| |
|
| |
|
| |
By |
/s/ James F. Oliviero |
| |
|
James F. Oliviero |
| |
|
President and Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CHECKPOINT THERAPEUTICS, INC.
Checkpoint Therapeutics, Inc.
(the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: That the Corporation’s
original Certificate of Incorporation was filed on November 10, 2014.
SECOND: That the Board
of Directors of the Corporation (the “Board”) duly adopted resolutions by written consent, after giving effect to the
10:1 reverse stock split, proposing and declaring advisable the amendment of the Amended and Restated Certificate of Incorporation of
the Corporation, as follows:
RESOLVED, the first
paragraph of ARTICLE IV of the Amended and Restated Certificate of Incorporation be replaced and amended in its entirety to read as follows:
1. Common Stock. The
total number of shares of capital stock that the Corporation shall have the authority to issue is fifty million (50,000,000) shares of
Common Stock, with $0.0001 par value, of which seven hundred thousand (700,000) shares are designated as Class A Common Stock (the “Class
A Common Stock”). The powers, preferences and relative participating, optional and other special rights of the respective classes
of the Corporation’s capital stock or the holders thereof and the qualifications, limitations and restrictions thereof are as follows:
THIRD: Upon the filing
and effectiveness (the “Effective Time”) pursuant to the DGCL of this Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, every ten (10) issued and outstanding shares or shares held by the Corporation as treasury stock of the
Corporation’s common stock, par value $0.0001 per share, as of the date and time immediately preceding the Effective Time (the “Old
Shares”), shall automatically be reclassified as and converted into one (1) validly issued, fully paid and non-assessable share
of common stock of the Corporation (the “New Shares”) without any further action by the Corporation or the holder thereof,
subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). Further, every
right, option and warrant to acquire Old Shares outstanding immediately prior to the Effective Time shall, as of the Effective Time and
without any further action, automatically be reclassified into the right to acquire one (1) New Share based on the conversion ratio of
shares of Old Shares to New Shares set forth in the preceding sentence, but otherwise upon the terms of such right, option or warrant
(except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted).
No fractional shares shall
be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common
Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional
share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares
are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to
the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the Nasdaq Stock Market as of the
date of the Effective Time, by (b) the fraction of one share owned by the stockholder.
FOURTH: Each holder
of record of a certificate which immediately prior to the last trading day preceding the date of the Split Effective Time (the “Split
Effective Date”) represents Old Shares (the “Old Certificates”) shall be entitled to receive upon surrender
of such Old Certificates to the Corporation’s transfer agent for cancellation, a certificate (the “New Certificates”)
representing the number of whole shares of common stock into and for which the shares formerly represented by such Old Certificates so
surrendered are exchangeable. From and after the Effective Date, Old Certificates shall represent only the right to receive New Certificates
pursuant to the provisions hereof.
FIFTH: That the stockholders
of the Corporation approved and adopted such amendments by written consent in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
SIXTH: That such amendment
of the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
SEVENTH: This amendment shall be effective as of December
6, 2022.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its
President and Chief Executive Officer as of this 5th day of December, 2022.
| CHECKPOINT THERAPEUTICS, INC. |
|
| |
|
| By: |
/s/ James F. Oliviero |
|
| |
James F. Oliviero, President and CEO |
|
[Signature Page to Certificate of Amendment
of Certificate of Incorporation of Checkpoint Therapeutics, Inc.]
Exhibit 10.1
AMENDMENT TO THE
CHECKPOINT THERAPEUTICS, INC.
AMENDED AND RESTATED 2015 INCENTIVE PLAN
This Amendment to the Checkpoint Therapeutics,
Inc. Amended and Restated 2015 Incentive Plan (the “Plan”), is hereby adopted, effective as of the date indicated below.
WITNESETH:
WHEREAS, Checkpoint Therapeutics, Inc.
(the “Corporation”) maintains the Plan, and the Plan is currently in effect; and
WHEREAS, Section 16.1 of the Plan authorizes
the Board or the Committee (as defined in the Plan) to amend the Plan, subject to certain limitations, including stockholder approval
for certain amendments; and
WHEREAS, the Board has approved and authorized
this Amendment to the Plan and has recommended that the stockholders of the Corporation approve this Amendment;
NOW, THEREFORE, BE IT RESOLVED, that the
Plan is hereby amended as follows, effective as of December 6, 2022:
1. Section 5.1. of the Plan
is hereby amended by increasing the share references in such section from 900,000 to 3,000,000, so that such section reads in its entirety
as follows:
“5.1. NUMBER OF SHARES. Subject
to adjustment as provided in Sections 5.2 and Section 15.1, the aggregate number of Shares reserved and available for issuance pursuant
to Awards granted under the Plan shall be 3,000,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock
Options granted under the Plan shall be 3,000,000.”
2. Except as specifically
set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect.
The foregoing is hereby acknowledged as being
the Amendment to the Checkpoint Therapeutics, Inc. Amended and Restated 2015 Incentive Plan, as adopted by the Board on November 3, 2022,
and approved by the Corporation’s stockholders on November 3, 2022.
| CHECKPOINT THERAPEUTICS, INC. |
|
| |
|
| By: |
/s/ James F. Oliviero |
|
| |
James F. Oliviero, President and CEO |
|
Exhibit 99.1
Checkpoint Therapeutics Announces Reverse Stock
Split
Waltham, MA – December 5, 2022 –
Checkpoint Therapeutics, Inc. (“Checkpoint”) (Nasdaq: CKPT), a clinical-stage immunotherapy and targeted oncology company,
today announced that it will effect a 1-for-10 reverse stock split of its issued and outstanding common stock. Checkpoint expects its
common stock to begin trading on a split-adjusted basis on the Nasdaq Capital Market as of the commencement of trading on December 6,
2022.
The reverse stock split was approved on November
3, 2022 by Checkpoint’s Board of Directors and stockholders representing approximately 58% of the voting power of Checkpoint’s
outstanding capital stock. The reverse stock split is intended to improve the marketability and liquidity of Checkpoint’s common
stock and to remain in compliance with Nasdaq’s continued listing requirements.
Checkpoint’s common stock will continue
to trade on the Nasdaq Capital Market under the symbol “CKPT” following the reverse stock split, with a new CUSIP number of
162828206. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in
Checkpoint’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share.
No fractional shares will be issued in connection with the reverse stock split and stockholders who would otherwise be entitled to a fractional
share will receive a proportional cash payment. After the effectiveness of the reverse stock split, the number of outstanding shares of
common stock will be reduced from approximately 93 million to approximately 9.3 million.
Checkpoint’s transfer agent, VStock Transfer,
LLC, is also acting as the exchange and paying agent for the reverse stock split. VStock Transfer, LLC will provide instructions to stockholders
regarding the process for exchanging physical share certificates. Checkpoint does not expect that stockholders holding their shares in
book-entry form or through a bank, broker or other nominee need to take any action in connection with the reverse stock split. Beneficial
holders are encouraged to contact their bank, broker or other nominee with any procedural questions. Additional information concerning
the reverse stock split can be found in Checkpoint’s definitive Information Statement on Schedule 14C filed with the Securities
and Exchange Commission on November 14, 2022.
About Checkpoint Therapeutics
Checkpoint is a clinical-stage immunotherapy
and targeted oncology company focused on the acquisition, development and commercialization of novel treatments for patients with solid
tumor cancers. Checkpoint is evaluating its lead antibody product candidate, cosibelimab, a potential best-in-class anti-PD-L1 antibody
licensed from the Dana-Farber Cancer Institute, in an ongoing global, open-label, multicohort Phase 1 clinical trial in checkpoint therapy-naïve
patients with selected recurrent or metastatic cancers, including ongoing cohorts in locally advanced and metastatic cutaneous squamous
cell carcinoma (“cSCC”) intended to support one or more applications for marketing approval. Following positive topline and
interim results in metastatic and locally advanced cSCC, respectively, Checkpoint intends to submit a Biologics License Application for
these indications later this year. Checkpoint is evaluating its lead small-molecule, targeted anti-cancer agent, olafertinib (formerly
CK-101), a third-generation epidermal growth factor receptor (“EGFR”) inhibitor, as a potential new treatment for patients
with EGFR mutation-positive non-small cell lung cancer. Checkpoint is headquartered in Waltham, MA and was founded by Fortress Biotech,
Inc. (Nasdaq: FBIO). For more information, visit www.checkpointtx.com.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended, that involve a number of risks and uncertainties. For those statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited
to, statements relating to the reverse stock split improving the marketability and liquidity of our common stock and to remain in compliance
with Nasdaq’s continued listing requirements, statements relating to the potential differentiation of cosibelimab, including a potentially
favorable safety profile as compared to the currently available anti-PD-1 therapies, the two-fold mechanism of action of cosibelimab translating
into potential enhanced efficacy, projections of publication and regulatory submission timelines, and our planned price disruptive strategy
generating substantial market share for cosibelimab in the U.S. Factors that could cause our actual results to differ materially include
the following: our ability to successfully deliver the complete dataset from the clinical trial and complete a BLA submission on schedule
as planned; the risk that topline and interim data remains subject to audit and verification procedures that may result in the final data
being materially different from the topline or interim data we previously published; the risk that safety issues or trends will be observed
in the clinical trial when the full safety dataset is available and analyzed; the risk that a positive primary endpoint does not translate
to all, or any, secondary endpoints being met; risks that regulatory authorities will not accept an application for approval of cosibelimab
based on data from the Phase 1 clinical trial; the risk that the clinical results from the Phase 1 clinical trial will not support regulatory
approval of cosibelimab to treat cSCC or, if approved, that cosibelimab will not be commercially successful; risks related to our chemistry,
manufacturing and controls and contract manufacturing relationships; risks related to our ability to obtain, perform under and maintain
financing and strategic agreements and relationships; risks related to our need for substantial additional funds; other uncertainties
inherent in research and development; our dependence on third-party suppliers; government regulation; patent and intellectual property
matters; competition; and our ability to achieve the milestones we project, including the risk that the evolving and unpredictable Russia/Ukraine
conflict and COVID-19 pandemic delay achievement of those milestones. Further discussion about these and other risks and uncertainties
can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our other filings with the U.S. Securities
and Exchange Commission.
Any forward-looking statements set forth in this
press release speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in
events, conditions or circumstances on which any such statement is based, except as required by law. This press release and prior releases
are available at www.checkpointtx.com.
Company Contact:
Jaclyn Jaffe
Checkpoint Therapeutics, Inc.
(781) 652-4500
ir@checkpointtx.com
Investor Relations Contact:
Ashley R. Robinson
Managing Director, LifeSci Advisors, LLC
(617) 430-7577
arr@lifesciadvisors.com
Media Relations Contact:
Katie Kennedy
Gregory FCA
610-731-1045
Checkpoint@gregoryfca.com