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): June 12, 2023

Checkpoint Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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 x

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. x

As described under Item 5.07 of this Current Report, on June 12, 2023, the stockholders of Checkpoint Therapeutics, Inc., (the “Company”) voted at the Company’s 2023 annual meeting of stockholders (the “2023 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 3,000,000 shares from 3,000,000 to 6,000,000 shares (the “Plan Amendment”).

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 2023 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2023.

As described under Item 5.07 of this Current Report, on June 12, 2023, the stockholders of the Company voted at the 2023 Annual Meeting to approve an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 30,000,000 shares, bringing the total number of authorized shares of common stock to 80,000,000 shares (the “Amendment”).

On June 12, 2023, following the 2023 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 2023 Annual Meeting filed with the SEC on May 1, 2023.

On June 12, 2023, the Company held its 2023 Annual Meeting of stockholders at 10:00 a.m. Eastern Time by means of an online virtual meeting platform. There were 14,947,920 shares of common stock and 700,000 shares of Class A common stock outstanding on the record date, representing 31,390,632 votes. Stockholders representing 25,736,725, or 81.98%, of the 31,390,632 votes outstanding were represented in person or by proxy constituting a quorum.

At the 2023 Annual Meeting, the following proposals were approved: (i) the election of seven directors to hold office until the 2024 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, 2023; (iii) an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the Company’s authorized shares of common stock by 30,000,000 shares from 50,000,000 to 80,000,000 shares; and (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 3,000,000 shares from 3,000,000 to 6,000,000 shares. These proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2023 Annual Meeting filed with the SEC on May 1, 2023.

Proposal 1

The votes with respect to the election of seven directors to hold office until the 2024 annual meeting were as follows:

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, 2023 were as follows:

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 30,000,000 shares from 50,000,000 to 80,000,000 shares were as follows:

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 3,000,000 shares from 3,000,000 to 6,000,000 shares were as follows:

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.