Current Report Filing (8-k)
December 04 2017 - 6:02AM
Edgar (US Regulatory)
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 1, 2017
Checkpoint Therapeutics, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-55506
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47-2568632
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2 Gansevoort Street, 9th Floor
New York, New York 10014
(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:
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Written communications pursuant to Rule 425 under the Securities Act.
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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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.
¨
On December
1, 2017, the Registration Statement on Form S-3 (File No. 333-221493) (the “Registration Statement”) of
Checkpoint Therapeutics, Inc. (the “Company”) was declared effective by the U.S. Securities and Exchange
Commission. The Registration Statement included an at-the-market offering (the “Offering”) of up to $100,000,000
worth of shares of the Company’s common stock, par value $0.0001 per share, pursuant to a Controlled Equity
Offering
SM
Sales Agreement by and among the Company, Cantor Fitzgerald & Co., Ladenburg Thalmann & Co.
Inc. and H.C. Wainwright & Co., LLC, dated November 9, 2017 and filed as Exhibit 1.2 to the Registration
Statement. A copy of the opinion of Alston & Bird LLP, counsel to the Company in
connection with the Offering, is being filed as Exhibit 5.1 and incorporated in this Item by reference
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibit is furnished as part of this report:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, 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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(Registrant)
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Date: December 1, 2017
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By:
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/s/ James F. Oliviero
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Name:
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James F. Oliviero
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Title:
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President and Chief Executive Officer
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