As filed with the Securities and Exchange Commission
on May 31, 2022
No. 333-259353
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION
STATEMENT NO. 333-259353
UNDER
THE SECURITIES ACT OF 1933
Checkmate Pharmaceuticals, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
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37-1657129 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. employer
identification no.) |
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Nouhad Husseini
Managing Director |
245 Main Street, 2nd Floor |
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245 Main Street, 2nd Floor |
Cambridge, MA 02142 |
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Cambridge, MA 02142 |
(617) 682-3625 |
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(617) 682-3625 |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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(Name, address, including zip code, and telephone number, including area code, of agent for service) |
With a copy to:
Andrew R. Brownstein,
Esq.
Victor Goldfeld, Esq.
John L. Robinson, Esq.
Wachtell, Lipton, Rosen &
Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Approximate date of commencement of proposed sale to the public: Not
applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
x |
Smaller reporting company |
x |
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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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective
Amendment”) relates to the Registration Statement on Form S-3 (Commission File No. 333-259353), originally filed by Checkmate Pharmaceuticals,
Inc., a Delaware corporation (“Checkmate”), with the Securities and Exchange Commission (the “Commission”) on
September 7, 2021 (the “Registration Statement”), registering up to $150,000,000 in aggregate principal amount for issuance
of the Company’s common stock, preferred stock, debt securities, warrants and/or units, in any combination, together or separately,
in one or more offerings in amounts. The Registration Statement became effective on September 15, 2021.
On May 31, 2022, pursuant to that certain Agreement
and Plan of Merger, dated as of April 18, 2022 (the “Merger Agreement”), by and among Checkmate, Regeneron Pharmaceuticals,
Inc., a New York corporation (“Regeneron”), and Scandinavian Acquisition Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Regeneron (“Purchaser”), Purchaser merged with and into Checkmate, with Checkmate surviving as a wholly owned
subsidiary of Regeneron.
As a result of the transactions contemplated in
the Merger Agreement, Checkmate has terminated all offerings of its securities pursuant to the Registration Statement. Checkmate, by filing
this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and
all securities registered but unsold under the Registration Statement as of the date hereof. As a result of this deregistration, no securities
remain registered for sale pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenburgh, State of New York, on this day of May 31, 2022.*
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CHECKMATE PHARMACEUTICALS, INC. |
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By: |
/s/ Nouhad Husseini
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Name: Nouhad Husseini |
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Title: Managing Director |
* Pursuant to Rule 478 under the Securities Act no other person is
required to sign this Post-Effective Amendment.
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