Current Report Filing (8-k)
June 14 2018 - 4:45PM
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):
June 13, 2018
Checkpoint
Therapeutics, Inc.
(Exact Name of Registrant as Specified
in Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-38128
(Commission File Number)
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47-2568632
(IRS Employer Identification No.)
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2 Gansevoort Street, 9
th
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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¨
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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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¨
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Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
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¨
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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).
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 5.07.
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Submission of Matters to a Vote of Security Holders.
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Checkpoint
Therapeutics, Inc. (the “Company” or “Checkpoint”) held its annual meeting of stockholders on June
13, 2018 at the offices of its legal counsel, Alston & Bird LLP, 90 Park Avenue, New York, New York 10016 at 10:00
a.m. Eastern Time. Stockholders representing 29,620,098, or 92.51%, of the 32,015,088 shares entitled to vote were
represented in person or by proxy constituting a quorum. At the annual meeting, the following three proposals were approved:
the election of five directors to hold office until the 2019 annual meeting, the ratification of the appointment of BDO USA,
LLP as Checkpoint’s independent registered public accounting firm for the year ending December 31, 2018, and an
amendment to Checkpoint’s Amended and Restated Certificate of Incorporation. The three proposals are described in
detail in Checkpoint’s definitive proxy statement dated April 30, 2018 for the annual meeting.
Proposal 1
The votes with respect to the election
of five directors to hold office until the 2019 annual meeting were as follows:
Shares
|
For
|
Against
|
Withheld
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Broker Non-Votes
|
Common
|
7,521,320
|
0
|
134,825
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14,963,953
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Class A
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7,000,000
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0
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0
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0
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Director
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For
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% Voted For
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Withheld
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% Voted Withheld
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Michael S. Weiss
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14,448,356
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98.58%
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207,789
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1.42%
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Scott Boilen
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14,516,320
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99.05%
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139,825
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0.95%
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Neil Herskowitz
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14,468,320
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98.72%
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187,825
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1.28%
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Lindsay A. Rosenwald, MD
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14,447,356
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98.58%
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208,789
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1.42%
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Barry Salzman
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14,467,320
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98.71%
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188,825
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1.29%
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Proposal 2
The vote with respect to the ratification
of BDO USA, LLP as Checkpoint’s independent registered accounting firm for the year ending December 31, 2018 was as follows:
Shares
|
Total Votes For
|
Total Votes Against
|
Abstentions
|
Broker Non-Votes
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Common
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22,411,864
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120,976
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87,258
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0
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Class A
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7,000,000
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0
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0
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0
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Proposal 3
The vote with respect to the approval of
an amendment to Checkpoint’s Amended and Restated Certificate of Incorporation was as follows:
Shares
|
Total Votes For
|
Total Votes Against
|
Abstentions
|
Broker Non-Votes
|
Common
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19,182,571
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3,148,409
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289,118
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0
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Class A
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7,000,000
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0
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0
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0
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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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(Registrant)
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Date: June 14, 2018
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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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