CKPT Checkpoint Therapeutics Inc

On May 23, 2023, Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 1,650,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) exercisable for up to an aggregate of 1,606,269 shares of Common Stock, (iii) Series A warrants (the “Series A Warrants”) to purchase up to 3,256,269 shares of Common Stock, and (iv) Series B warrants (the “Series B Warrants” and together with Series A Warrants, the “Warrants”) to purchase up to 3,256,269 shares of Common Stock. The offering price per Share and associated Warrants is $3.071 and the offering price per Pre-Funded Warrant and associated Warrants is $3.0709. Each Pre-Funded Warrants is exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full. The Series A Warrants will be exercisable immediately upon issuance, will expire five years following the issuance date and have an exercise price of $2.821 per share. The Series B Warrants will be exercisable immediately upon issuance, will expire eighteen months following the issuance date and have an exercise price of $2.821 per share.

The securities described above and Placement Agent Warrants (as described below) were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-270843) and a related prospectus supplement filed with the Securities and Exchange Commission (the “Registered Direct Offering”). The Company expects to receive gross proceeds from the Registered Direct Offering of approximately $10 million. The Offering is expected to close on or about May 25, 2023, subject to the satisfaction of customary closing conditions.

On May 22, 2023, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (the “Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Registered Direct Offering. The Company will pay Wainwright (i) an aggregate cash fee equal to 7.0% of the gross proceeds of the Registered Direct Offering and (ii) a management fee equal to 1.0% of the aggregate gross proceeds of the Registered Direct Offering. The Company also agreed to pay Wainwright certain expenses of $75,000 for non-accountable expenses and $15,950 for clearing fees. Additionally, the Company has agreed to issue to Wainwright or its designees as compensation, warrants to purchase up to 195,376 shares of Common Stock, equal to 6.0% of the aggregate number of Shares and Pre-Funded Warrants placed in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants have a term of five (5) years from the commencement of sales under the Offering and an exercise price of $3.8388 per share of Common Stock (equal to 125% of the offering price per share of Common Stock).

The foregoing summaries of the Purchase Agreement, the Series A Warrants, the Series B Warrants, the Pre-Funded Warrants and the Placement Agent Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference. The description of the terms of the Purchase Agreement, the Series A Warrants, the Series B Warrants, the Pre-Funded Warrants and the Placement Agent Warrants are qualified in their entirety by reference to such exhibits.