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

 

000-55506

 

47-2568632

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer Identification No.)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act.
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
¨ Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

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 8.01 Other Events.

 

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 .

 

Item 9.01.     Financial Statements and Exhibits.    

 

(d) Exhibits.   

 

The following exhibit is furnished as part of this report:

 

Exhibit 

Number 

 

 Description 

5.1   Opinion of Alston & Bird LLP.

 

 

 

 

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.

  

 

CHECKPOINT THERAPEUTICS, INC.

 

(Registrant) 
   
Date: December 1, 2017 

 

   
  By: /s/ James F. Oliviero
  Name:  James F. Oliviero
  Title:  President and Chief Executive Officer

 

 

 

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