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): May 13, 2024
Checkpoint Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-38128 | | 47-2568632 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
95 Sawyer Road, Suite 110
Waltham, MA 02453
(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 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | CKPT | NASDAQ Capital Market |
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 ¨
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 of this Current Report, on May 13, 2024, the stockholders of Checkpoint Therapeutics, Inc., (the “Company”) voted at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to approve an amendment to the Company’s Amended and Restated 2015 Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 12,000,000 shares from 6,000,000 to 18,000,000 shares.
A copy of the Company’s Amended and Restated 2015 Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02. A copy of the Company’s Amended and Restated 2015 Incentive Plan was filed as Appendix B to the proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2024.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As described under Item 5.07 of this Current Report, on May 13, 2024, the stockholders of the Company voted at the 2024 Annual Meeting to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 95,000,000 shares, bringing the total number of authorized shares of common stock to 175,000,000 shares (the “Amendment”).
On May 13, 2024, following the 2024 Annual Meeting, the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State of the State of Delaware. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. A copy of the Amendment was filed as Appendix A to the proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the SEC on April 2, 2024.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 13, 2024, the Company held its 2024 Annual Meeting of stockholders at 10:00 a.m. Eastern Time by means of an online virtual meeting platform. There were 34,986,279 shares of common stock and 700,000 shares of Class A common stock outstanding on the record date, representing 73,471,186 votes. Stockholders representing 58,315,283, or 79.37%, of the 73,471,186 votes outstanding were represented in person or by proxy constituting a quorum.
At the 2024 Annual Meeting, the following proposals were approved: (i) the election of seven directors to hold office until the 2025 annual meeting; (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (iii) an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the Company’s authorized shares of common stock by 95,000,000 shares from 80,000,000 to 175,000,000 shares; (iv) an amendment to the Company’s Amended and Restated 2015 Incentive Plan to increase the shares of common stock available for issuance thereunder by 12,000,000 shares from 6,000,000 to 18,000,000 shares; (v) the advisory vote on the compensation of the Company’s named executive officers; and (vi) the advisory vote of a three-year frequency for the advisory vote on the compensation of the Company’s named executive officers. These proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the SEC on April 2, 2024.
Proposal 1
The votes with respect to the election of seven directors to hold office until the 2025 annual meeting were as follows:
| Director | | For | | | % Voted For | | | Withheld | | | % Voted
Withheld | | | Broker Non-
Votes | |
| Michael S. Weiss | | | 46,518,929 | | | | 96.92 | % | | | 1,480,328 | | | | 3.08 | % | | | 10,316,026 | |
| Christian Béchon | | | 46,829,110 | | | | 97.56 | % | | | 1,170,147 | | | | 2.44 | % | | | 10,316,026 | |
| Neil Herskowitz | | | 45,715,861 | | | | 95.24 | % | | | 2,283,396 | | | | 4.76 | % | | | 10,316,026 | |
| James F. Oliviero | | | 46,806,020 | | | | 97.51 | % | | | 1,193,237 | | | | 2.49 | % | | | 10,316,026 | |
| Lindsay A. Rosenwald, M.D. | | | 46,527,148 | | | | 96.93 | % | | | 1,472,109 | | | | 3.07 | % | | | 10,316,026 | |
| Barry Salzman | | | 45,905,138 | | | | 95.64 | % | | | 2,094,119 | | | | 4.36 | % | | | 10,316,026 | |
| Amit Sharma, M.D. | | | 47,035,291 | | | | 97.99 | % | | | 963,966 | | | | 2.01 | % | | | 10,316,026 | |
Proposal 2
The votes with respect to the ratification of KPMG LLP as the Company’s independent registered accounting firm for the year ending December 31, 2024 were as follows:
| Total Votes For | | Total Votes Against | | Abstentions | | Broker Non-Votes |
| 57,413,375 | | 486,058 | | 415,850 | | - |
Proposal 3
The votes with respect to the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock by 95,000,000 shares from 80,000,000 to 175,000,000 shares were as follows:
| Total Votes For | | Total Votes Against | | Abstentions | | Broker Non-Votes |
| 51,025,382 | | 6,942,877 | | 347,024 | | - |
Proposal 4
The votes with respect to the approval of an amendment to the Company’s Amended and Restated 2015 Incentive Plan to increase the shares of common stock available for issuance thereunder by 12,000,000 shares from 6,000,000 to 18,000,000 shares were as follows:
| Total Votes For | | Total Votes Against | | Abstentions | | Broker Non-Votes |
| 44,020,881 | | 3,918,197 | | 60,179 | | 10,316,026 |
Proposal 5
The votes with respect to the advisory vote to approve the compensation of the Company’s named executive officers were as follows:
| Total Votes For | | Total Votes Against | | Abstentions | | Broker Non-Votes |
| 45,656,956 | | 2,179,041 | | 163,260 | | 10,316,026 |
Proposal 6
The votes with respect to the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers were as follows:
| 3 Years | | 2 Years | | 1 Year | | Abstentions | | Broker Non-Votes |
| 43,936,821 | | 129,643 | | 3,687,579 | | 245,214 | | - |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
| Date: May 14, 2024 | Checkpoint Therapeutics, Inc. |
| | (Registrant) |
| | |
| | |
| | By | /s/ James F. Oliviero |
| | | James F. Oliviero |
| | | President and Chief Executive Officer |
