Current Report Filing (8-k)
February 22 2023 - 5:03PM
Edgar (US Regulatory)
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0001651407
2023-02-20
2023-02-20
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xbrli:shares
iso4217:USD
xbrli:shares
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):
February 20, 2023
(Exact name of registrant as specified in its
charter)
Delaware |
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001-38128 |
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47-2568632 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(IRS
Employer Identification Number) |
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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange
on which registered |
Common
Stock, $0.0001 par value per share |
|
CKPT |
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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 1.01. |
Entry into a Material Definitive Agreement. |
On February 20, 2023, Checkpoint Therapeutics,
Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”)
with an investor (the “Purchaser”). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate
of: (i) 1,428,572 shares (or pre-funded warrants in lieu thereof) (the “Shares”) of the Company’s common stock,
$0.0001 par value (the “Common Stock”), (ii) Series A warrants (the “Series A Warrants”) to purchase up to 1,428,572
shares of Common Stock, and (iii) Series B warrants (the “Series B Warrants” and together with Series A Warrants, the “Private
Warrants”) to purchase up to 1,428,572 shares of Common Stock. The offering price per share of Common Stock and accompanying warrants
was $5.25. The Series A Warrants will be exercisable immediately upon issuance and will expire five years following the issuance date
and have an exercise price of $5.00 per share. The Series B Warrants will be exercisable immediately upon issuance and will expire eighteen
months following the issuance date and have an exercise price of $5.00 per share.
The Shares (or pre-funded warrants in lieu thereof)
described above were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-251005) and a related
prospectus supplement filed with the Securities and Exchange Commission (the “Registered Direct Offering”). The Private Warrants
described above were issued in a concurrent private placement (the “Private Placement” and together with the Registered Direct
Offering, the “Offerings”). The Company expects to receive gross proceeds from the Offerings of approximately $7.5 million.
The Offerings closed on February 22, 2023.
On February 8, 2023, the Company entered into
an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to
serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Offerings. The Company
will pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds of the Offerings. Additionally, the Company has agreed to
issue to Wainwright or its designees as compensation, warrants to purchase up to 85,714 shares of Common Stock, equal to 6% of the aggregate
number of Shares (or pre-funded warrants in lieu thereof) placed in the Offerings (the “Placement Agent Warrants”). The Placement
Agent Warrants have a term of five (5) years from the commencement of sales under the Offerings and an exercise price of $6.5625 per share
of Common Stock (equal to 125% of the offering price per share of Common Stock and accompanying warrants).
The foregoing summaries of the Purchase Agreement,
the Pre-Funded Warrants, the Private Warrants, and the Placement Agent Warrants do not purport to be complete and are subject to, and
qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1, 4.2, and 4.3 respectively, to this Current
Report on Form 8-K, which are incorporated herein by reference. The description of the terms
of the Purchase Agreement, the Pre-Funded Warrants, the Private Warrants, and the Placement Agent Warrants are qualified in their entirety
by reference to such exhibits.
Item. 3.02. | Unregistered Sales
of Equity Securities |
The information
contained above in Item 1.01 related to the Private Placement and the issuance of the Placement Agent Warrants is hereby incorporated
by reference into this Item 3.02. The Private Warrants, the Placement Agent Warrants and the shares of Common Stock issuable upon exercise
of the Private Warrants and the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
On February 21, 2023, the Company issued a press
release announcing the pricing of the Offerings described above in Item 1.01.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
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CHECKPOINT THERAPEUTICS, INC. |
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Date: February 22, 2023 |
By: |
/s/ James F. Oliviero |
|
Name: |
James F. Oliviero |
|
Title: |
President and Chief Executive Officer |
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