Checkpoint Therapeutics to be acquired by Sun Pharma for $4.10/share plus CVR

Checkpoint Therapeutics, Inc.

Total transaction value up to ~$416M; $4.10 per share cash plus CVR up to $0.70.
CVR pays up to $0.70 based on EMA approval of cosibelimab in EU or key countries within 36 months of filing.
Fortress Biotech (11.2% of shares, majority voting power) agrees to vote in favor and waive appraisal.
Merger subject to stockholder vote, HSR clearance, and other conditions; termination fee of $12.5M.
Company adopted exclusive forum bylaw for derivative and Securities Act claims.

item 1.01 item 5.03 item 8.01 item 9.01 item 5.02

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Checkpoint Therapeutics, Inc.: The board adopted an amendment to the bylaws establishing exclusive forum provisions for certain internal and securities claims, effective upon execution of the Merger Agreement (effective 2025-03-09).

Change: bylaw amendment
Effective: 2025-03-09

Exact text from the filing

the Company Board adopted an amendment (the “ Bylaws Amendment ”) to the bylaws of the Company (the “ Bylaws ”), which became effective concurrently with the execution of the Merger Agreement.

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Source: SEC EDGAR

accession 0001104659-25-021973

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