8-K
filed May 30, 2025, 7:59 PM ET
CIK 0001651407
M&A
confidence high
sentiment neutral
materiality 1.00
Checkpoint Therapeutics, Inc.: M&A transaction — Checkpoint Therapeutics completes acquisition by Sun Pharma for $4.10/share plus CVR
Checkpoint Therapeutics, Inc.
- Merger closed May 30, 2025; Checkpoint becomes wholly owned subsidiary of Sun Pharma.
- Shareholders receive $4.10 cash per share plus non-tradable CVR (up to $0.70 contingent on EU regulatory milestones for cosibelimab).
- Common stock delisted from Nasdaq; Company intends to suspend SEC reporting obligations.
- All prior directors and officers resigned; Abhay Gandhi (President), Sudhir Valia (Director), Zvi Albert (CFO) appointed from Sun Pharma.
- Founders Agreement, Management Services Agreement, Board Advisory Services Agreement terminated at closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Abhay Gandhi was appointed as Director at Checkpoint Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
(ii) Abhay Gandhi and Sudhir Valia, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zvi Albert was appointed as Chief Financial Officer at Checkpoint Therapeutics, Inc..
- Action
- became
- Role
- Chief Financial Officer
Exact text from the filing
(iv) Zvi Albert, the Chief Financial Officer of Merger Sub immediately prior to the Effective Time, became the Chief Financial Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sudhir Valia was appointed as Director at Checkpoint Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
(ii) Abhay Gandhi and Sudhir Valia, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Abhay Gandhi was appointed as President at Checkpoint Therapeutics, Inc..
- Action
- became
- Role
- President
Exact text from the filing
(iii) Abhay Gandhi, the President of Merger Sub immediately prior to the Effective Time, became the President of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Checkpoint Therapeutics, Inc.: Amended and restated the bylaws in their entirety pursuant to the merger agreement.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Checkpoint Therapeutics, Inc. underwent a change of control involving Sun Pharmaceutical Industries, Inc. for $4.10 in cash, without interest, and one non-tradable contingent value right (closed 2025-05-30).
- Action
- change of control
- Counterparty
- Sun Pharmaceutical Industries, Inc.
- Consideration
- $4.10 in cash, without interest, and one non-tradable contingent value right
- Closing
- 2025-05-30
Exact text from the filing
Share (as defined in the Merger Agreement)) outstanding immediately prior to the Effective Time was canceled and ceased to exist and was converted into the right to receive (i) $4.10 in cash, without interest (the “ Common Cash Amount ”), and (ii) one non-tradable contingent value right (a “ CVR ”), which represents the right to receive a contingent cash
View on SEC.gov
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