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): January 27, 2024

Checkpoint Therapeutics, Inc.

(Exact name of registrant as specified in its 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 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 ¨

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. ¨

On January 27, 2024, Checkpoint Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with a single healthcare-dedicated institutional investor. The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i) 1,275,000 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 6,481,233 shares of Common Stock, and (iii) in a concurrent private placement, common warrants (the “Common Warrants”) to purchase up to 7,756,233 shares of Common Stock. The offering price per Share and associated Common Warrant is $1.805 and the offering price per Pre-Funded Warrant and associated Common Warrant is $1.8049. Each Pre-Funded Warrant 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 Common Warrants will be exercisable immediately upon issuance, will expire five years following the issuance date and have an exercise price of $1.68 per share.

The Shares and the Pre Funded Warrants described above (and the shares of Common stock issuable upon the exercise of the Pre-funded Warrants) were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-270843) and a related prospectus supplement to be filed with the Securities and Exchange Commission (the “Registered Direct Offering”). The Company expects to receive gross proceeds from the offering of approximately $14 million. The offering is expected to close on or about January 31, 2024, subject to the satisfaction of customary closing conditions.

On December 14, 2023, the Company entered into an amended 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 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 465,374 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 years from the commencement of sales under the Offering and an exercise price of $2.2563 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 Pre-Funded Warrants, Common 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 Pre-Funded Warrants, Common Warrants and the Placement Agent Warrants are qualified in their entirety by reference to such exhibits.

The information contained above in Item 1.01 related to the issuance of the Common Warrants and the Placement Agent Warrants is hereby incorporated by reference into this Item 3.02. The Common Warrants and the Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Common Warrants and the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

On January 29, 2024, the Company issued a press release announcing the pricing of the offering described above in Item 1.01.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

SIGNATURES

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.