Checkpoint Therapeutics, Inc. ("
Checkpoint") (Nasdaq: CKPT), an emerging player in the field of immunotherapy and targeted oncology, has announced a definitive agreement with a single healthcare-dedicated institutional investor. This deal involves the issuance and sale of 5,853,659 shares of its common stock, or common stock equivalents, at a purchase price of $2.05 per share. This transaction is part of a registered direct offering priced at-the-market under Nasdaq regulations. Concurrently, Checkpoint plans to issue unregistered warrants in a private placement, which will enable the purchase of up to 5,853,659 shares of common stock. These warrants will also have an exercise price of $2.05 per share and will become exercisable upon the stockholder approval of the shares issuable upon their exercise. The warrants will be valid for five years from their issuance date.
The exclusive placement agent for this offering is H.C. Wainwright & Co., a notable entity in financial services. The closing of this offering is anticipated to occur around July 3, 2024, contingent upon the fulfillment of customary closing conditions. This deal is expected to generate approximately $12 million in gross proceeds. Checkpoint plans to allocate the net proceeds from this offering toward working capital and general corporate purposes.
The common stock (or common stock equivalents) involved in this offering are being issued under a shelf registration statement on Form S-3 (File No. 333-270843), which was previously filed with the Securities and Exchange Commission (SEC) on March 24, 2023, and declared effective on May 5, 2023. These shares are being offered solely through a prospectus, which includes a supplement forming a part of the effective registration statement. A final prospectus supplement and accompanying base prospectus outlining the terms of the registered direct offering will be filed with the SEC and made available on their website.
The unregistered warrants part of this deal are not being offered publicly and have not been registered under the Securities Act of 1933, as amended, or relevant state securities laws. Consequently, these unregistered warrants and the underlying common stock cannot be sold in the United States unless under an effective registration statement with the SEC or through an applicable exemption from the registration requirements of the Securities Act and relevant state laws.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities related to this offering. There will be no sale of these securities in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of such jurisdictions.
Checkpoint Therapeutics, Inc. is at the forefront of developing innovative treatments for
solid tumor cancers. With a focus on the acquisition, development, and commercialization of novel therapies, the company is actively evaluating its lead antibody product candidate,
cosibelimab. Cosibelimab, a potentially distinctive anti-
PD-L1 antibody, is being tested as a treatment for recurrent or metastatic cancers, including
advanced cutaneous squamous cell carcinoma (cSCC). Additionally, Checkpoint is investigating its top small-molecule, targeted anti-
cancer agent,
olafertinib (formerly CK-101). This third-generation
epidermal growth factor receptor (EGFR) inhibitor is a potential new treatment for
non-small cell lung cancer with EGFR mutations.
Checkpoint Therapeutics is headquartered in Waltham, MA, and was founded by
Fortress Biotech, Inc. (Nasdaq: FBIO).
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