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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): May 28, 2025~~1934

Date of Report (Date of earliest event reported): May 30, 2025

Checkpoint Therapeutics, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~ ~~Charter~~its charter)

Delaware	001-38128	47-2568632
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~95 Sawyer~~2 ~~Road,~~Independence ~~Suite 110,~~Way

Princeton, ~~Waltham~~New Jersey 08540 (Address of principal executive offices, MAincluding ~~02453~~zip code)

(Address of principal executive offices and Zip Code)

(781) 652-4500

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~Not~~95 Sawyer ~~Applicable~~Road, Suite 110

Waltham, Massachusetts 02453

(Former Name or Former Address, if Changed Since Last Report)

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 (see ~~General~~ ~~Instructions~~General Instruction A.2. below):

¨	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-2(b) 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 Act:

Title of each class	Trading ~~Symbol~~symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	CKPT	The Nasdaq ~~Capital~~Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

OnThis ~~May~~Current ~~28,~~Report ~~2025,~~on ~~Checkpoint~~Form ~~Therapeutics,~~8-K ~~Inc., a~~is ~~Delaware~~being ~~corporation~~filed ~~(“Checkpoint”~~in orconnection ~~the~~with ~~“Company”) held a virtual special meeting~~the completion of ~~stockholders (~~the ~~“Special~~transactions ~~Meeting”)~~contemplated toby ~~consider~~the ~~and~~previously ~~vote~~announced ~~on certain proposals related to the~~ Agreement and Plan of Merger, dated as of March 9, 2025 (as subsequently amended on April 14, 2025, the “Merger Agreement”), among Checkpoint Therapeutics, Inc., a Delaware ~~with~~corporation (the “Company”), Sun Pharmaceutical Industries, Inc., a Delaware corporation (“Sun Pharma” or “Parent”), and Snoopy Merger Sub, Inc., a Delaware corporation ~~and a wholly owned subsidiary of Parent~~ (“Merger Sub”). ~~The~~Capitalized ~~Merger~~terms ~~Agreement~~used ~~provides~~but ~~that,~~not onotherwise ~~the~~defined ~~terms~~herein ~~and~~shall ~~subject~~have to the ~~conditions~~meaning ~~set~~ascribed ~~forth~~to such terms in the Merger Agreement,. ~~Parent,~~On ~~Merger Sub and~~May 30, ~~the~~2025, ~~Company will effect a merger of~~ Merger Sub merged with and into the Company (the “Merger”) pursuant to the Merger Agreement, with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

AsItem ~~of the close of business on April 9, 2025, the record date for the Special Meeting (the “Record Date”), there were 87,020,002 shares of common stock, par value $0~~1.~~0001~~02 ~~per~~Termination ~~share (the “Shares”) outstanding and entitled to vote at the Special Meeting, comprised~~ of ~~700,000~~ ~~shares~~a ofMaterial ~~Class~~Definitive ~~A common stock and 86,320,002 shares of common stock~~Agreement.

AtAs previously disclosed, the ~~Special~~Company ~~Meeting~~entered into a Support Agreement, dated as of March 9, 2025 (the ~~holders~~“Support Agreement”), with Parent and Fortress Biotech, Inc. (“Fortress”). Pursuant to the Support Agreement, immediately prior to the closing on May 30, 2025, each of a(i) the ~~total~~Amended and Restated Founders Agreement, dated as of ~~700~~July 11,~~000~~ ~~shares~~2016 (as amended, the “Founders Agreement”), between Fortress and the Company and (ii) the Management Services Agreement, dated as of ~~Class~~March 17, A2015 ~~common~~(the ~~stock~~“Management Services Agreement”), between Fortress and 55the Company terminated automatically. In addition,~~846~~ on May 30,~~316~~ ~~shares~~2025, ofthe ~~common~~Board ~~stock~~Advisory Services Agreement, ~~were~~dated as ~~present~~of ~~virtually~~January 1, or2017 ~~represented~~(the by“Board ~~proxy~~Advisory Services Agreement”), ~~representing~~between the Company and Caribe BioAdvisors, ~~approximately~~LLC ~~83.2%~~terminated as a result of the ~~votes~~departure ~~that~~of ~~could~~Michael beS. ~~cast~~Weiss byfrom the ~~holders~~Company’s board of ~~all~~directors, ~~outstanding~~as ~~Shares~~described ~~entitled~~in toItem 5.02, below. ~~vote~~Descriptions atof each of the ~~Special~~Founders ~~Meeting~~Agreement, ~~and~~the Management Services Agreement, the Board Advisory Services Agreement and certain ~~therefore~~relationships between the Company, aFortress ~~quorum~~and ~~was~~Mr. ~~present~~Weiss are set forth in the Company’s Annual Report on Form 10-K for the year ~~Special~~ended ~~Meeting~~December 31, 2024, under the heading “Item 13. Certain Relationships and Related Transactions, and Director Independence,” which descriptions are incorporated herein by reference.

AItem ~~summary~~2.01 Completion of ~~the~~Acquisition ~~voting~~or ~~results~~Disposition ~~for the following proposals, each~~ of ~~which is described in detail in the Company’s definitive proxy statement filed by the Company with the U~~Assets.~~S. Securities and Exchange Commission (the “SEC”) on April 23, 2025, is set forth below.~~

~~Merger~~The ~~Proposal~~disclosures under the Introductory Note are incorporated herein by reference.

Pursuant to the Merger Agreement, ~~approval~~at of the ~~proposal~~effective time toof ~~adopt~~ the Merger ~~Agreement~~ (the “~~Merger~~Effective ~~Proposal~~Time”), ~~requires~~each ~~(a) the~~share ~~affirmative~~of ~~vote~~common ~~of a~~stock ~~majority~~and each share of ~~the~~Class ~~votes~~A ~~cast~~common atstock of the ~~Special~~Company ~~Meeting~~(collectively, by the ~~Unaffiliated~~“Shares”) (including each Unvested Company ~~Stockholders~~Restricted Share (as defined ~~below~~in the Merger Agreement)) outstanding immediately prior to the Effective Time was canceled and ceased to exist and was converted into the right to receive (i) $4.10 in cash, without interest (the “~~Unaffiliated Stockholder~~Common ~~Approval~~Cash Amount”), and (bii) one non-tradable contingent value right (a “CVR”), which represents the ~~affirmative~~right ~~vote~~to receive a contingent cash payment of up to $0.70 upon the ~~holders~~achievement of a ~~majority~~specified milestone, subject to and in ~~voting~~accordance ~~power~~with ofthe terms and conditions set forth in the ~~outstanding~~Contingent ~~Shares~~Value Rights Agreement, dated as of April 23, 2025 (the “~~Statutory~~CVR Agreement”), between Parent and Equinity Trust Company, LLC, as further described below (the foregoing clauses (i) and (ii), the “Merger ~~Approval~~Consideration”), in each case assubject ofto ~~the~~applicable ~~Record~~withholding ~~Date~~taxes.

~~The~~Each ~~Unaffiliated~~CVR ~~Company~~represents ~~Stockholders~~the ~~refer~~right to receive one of the ~~Company’s~~following ~~stockholders,~~contingent ~~excluding~~cash ~~(a) Fortress Biotech~~payments, ~~Inc.~~without ~~and its controlled affiliates (other than the Company)~~interest, ~~(b) the members~~subject ofto ~~the~~any ~~Company’s~~applicable ~~board~~withholding oftaxes ~~directors~~ (~~and~~such ~~their~~applicable ~~controlled affiliates~~payment, ifthe “Milestone ~~any~~Payment”), ~~and~~conditioned ~~(c) any~~upon ~~person that~~ the ~~Company has~~achievement ~~determined to be an “officer”~~ of the ~~Company~~corresponding conditions within the ~~meaning~~following specified oftime ~~Rule 16a-1(f) of the Securities Exchange Act of 1934.~~periods:

At(i) $0.70, if the ~~Special~~Milestone ~~Meeting,~~(as ~~the~~defined ~~Company’s~~below) ~~stockholders voted~~is ~~upon~~first ~~and~~achieved ~~approved~~on or prior to the ~~Merger~~date ~~Proposal.~~that ~~The~~is ~~final~~12 ~~voting~~months ~~results~~prior onto ~~the~~Milestone ~~Merger~~Deadline ~~Proposal~~Date (as ~~follows:~~defined below) and the applicable regulatory approval provides for a dosing schedule of once every three weeks,

	For		Against		Abstain
Unaffiliated Stockholder Approval		42,951,131		823,995		154,463
Statutory Merger Approval		149,819,859		823,995		154,463

(ii)

$0.45, if the Milestone is first achieved on or prior to the date that is 12 months prior to the Milestone Deadline Date and the applicable regulatory approval provides for a dosing schedule that is more frequent than once every three weeks,

~~Compensation~~(iii) ~~Proposal~~$0.45, if the Milestone is first achieved after the date that is 12 months prior to the Milestone Deadline Date but on or prior to the Milestone Deadline Date, and the applicable regulatory approval provides for a dosing schedule of once every three weeks, or

At(iv) ~~the Special Meeting~~$0.20, ~~the~~if ~~Company’s shareholders voted upon and approved~~ the ~~proposal~~Milestone tois ~~approve,~~first onachieved aafter ~~non-binding, advisory basis,~~ the ~~compensation~~date that ~~will~~is or12 ~~may~~months ~~become~~prior ~~payable by the Company~~ to ~~its named executive officers in connection with~~ the ~~Merger~~Milestone ~~(the~~Deadline ~~“Compensation~~Date ~~Proposal”).~~but ~~Approval of~~on ~~the~~or ~~Compensation~~prior ~~Proposal~~to ~~required~~ the ~~affirmative~~Milestone ~~vote~~Deadline ofDate, ~~the~~and ~~majority of~~ the ~~voting~~applicable ~~power~~regulatory ofapproval ~~the~~provides ~~Shares~~for ata ~~the~~dosing ~~Special~~schedule ~~Meeting~~that ~~and entitled~~is tomore ~~vote~~frequent onthan ~~the~~once ~~subject~~every ~~matter.~~three ~~The final voting results on the Compensation Proposal as follows:~~weeks.

Votes For		Votes Against		Votes Abstained
139,436,184		7,692,651		3,669,482

As used in the CVR Agreement, (a) the “Milestone Deadline Date” means the date that is 36 months after the date on which a marketing authorization application or equivalent for cosibelimab receives a positive validation outcome by the European Medicines Agency (the “EMA”) and (b) the “Milestone” means the first to occur of (i) the receipt by Parent, any of its affiliates (including the Company) or any of its or their sublicensees of regulatory approval for UNLOXCYT™ in the European Union (and not in any individual country in Europe) pursuant to the centralized approval procedure (the “Primary Milestone”), or (ii) the receipt by Parent, any of its affiliates (including the Company) or any of its or their sublicensees of regulatory approval for UNLOXCYT™ in any of Germany, France, Italy, Spain or the United Kingdom.

~~Adjournment~~Under ~~Proposal~~the CVR Agreement, Parent will, and will cause its controlled affiliates (including the Company) to, and will require its and its sublicensees to use, certain specified commercially reasonable efforts to (i) file a marketing authorization application for UNLOXCYT™ with the EMA within 12 months of the Closing Date or, to the extent any feedback or communications from, or expectations or requirements of, the EMA (including additional trial requirements) make it impracticable or inadvisable to file such marketing authorization application within such time period, as promptly thereafter as practicable, and (ii) achieve the Primary Milestone as promptly as practicable. Parent’s obligations to use such commercially reasonable efforts commenced upon the Closing Date and continues until the earlier of (a) the Milestone Deadline Date and (b) the achievement of the Milestone. There can be no assurance that the Milestone will be achieved on or before the Milestone Deadline Date, or that any Milestone Payments will be made.

AsEach ~~the~~option to ~~Merger~~purchase ~~Proposal~~Shares (each, a “Company Option”) that was ~~approved,~~outstanding immediately prior to the ~~proposal~~Effective Time, towhether ~~adjourn~~vested ~~the~~or ~~Special~~unvested, ~~Meeting~~was tocanceled aand ~~later~~automatically ~~date~~converted, ifby ~~necessary~~virtue orof ~~appropriate,~~the toMerger ~~solicit~~at ~~additional~~the ~~proxies~~Effective ifTime, ~~there~~into ~~are~~the ~~insufficient~~right ~~votes~~to receive (i) an amount in cash equal to ~~approve~~the product of (a) the ~~Merger~~total ~~Proposal~~number atof Shares underlying such Company Option, multiplied by (b) the ~~time~~excess, if any, of (1) the ~~Special~~Common ~~Meeting~~Cash ~~was~~Amount ~~rendered~~over ~~moot~~(2) ~~and~~the ~~was~~per ~~not~~share ~~called~~exercise price for such Company Option, less any applicable tax withholdings, and (ii) one CVR in respect of each Share underlying such Company Option. Each Company Option with a ~~vote~~per share exercise price that is equal to or greater than the Common Cash Amount was canceled at the ~~Special~~Effective ~~Meeting~~Time without the payment of consideration therefor.

~~Subject~~Each warrant to ~~satisfaction~~purchase orShares ~~waiver~~(each, ofa ~~the~~“Company ~~other~~Warrant”) that was outstanding immediately prior to the Effective Time and that was validly and timely exercised contingent upon the closing ~~conditions~~of the ~~specified~~Merger inwill be exchanged for the right to receive, by virtue of the Merger ~~Agreement~~at the Effective Time, (x)(i) an amount in cash equal to the product of (a) the number of Shares underlying such Company Warrant, multiplied by (b) the excess, if any, of (1) the Common Cash Amount over (2) the per share exercise price for such Company Warrant, less any applicable tax withholdings and ~~Parent~~(ii) ~~expect~~one CVR in respect of each Share underlying such Company Warrant (collectively, the ~~closing~~“Warrant Consideration”) or (y) with respect to the Specified Warrant (as defined in the letter agreement, dated as of March 9, 2025, with Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the ~~Merger~~“Warrant Amendment”)), for each Share underlying the Specified Warrant, a cash amount equal to ~~occur~~$3.62, as set forth in the Warrant Amendment. For any Company Warrant that was not exercised as of the Effective Time, the valid and timely exercise of such Company Warrant on a “cashless exercise” basis will entitle the holder thereof to receive the Warrant Consideration (or ~~about~~if ~~May~~exercised on a “cash exercise” basis, the Merger Consideration), in each case with respect 30to each Share underlying such Company Warrant, ~~2025~~or, if any right to sell such Company Warrant is exercised, the applicable sale price in cash under the terms and conditions of such Company Warrant.

~~Forward~~The ~~Looking~~foregoing ~~Statements~~description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2025, and as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2025, which are incorporated herein by reference. In addition, the foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the CVR Agreement, a copy of which is filed herewith as Exhibit 99.1.

~~This~~Item ~~report~~3.01 ~~contains~~Notice ~~express~~of Delisting or ~~implied~~Failure ~~forward-looking statements~~to ~~related~~Satisfy toa ~~Checkpoint~~Continued ~~and~~Listing ~~the~~Rule ~~proposed~~or ~~acquisition~~Standard; Transfer of Listing.

~~All~~On ~~statements~~May 30, ~~other~~2025, ~~than~~the ~~statements~~Company of(i) notified ~~historical fact~~The ~~are~~Nasdaq ~~statements~~Stock Market ~~that~~LLC ~~could be deemed~~ (“~~forward-looking statements~~Nasdaq”) ~~within~~of the ~~meaning~~completion of the ~~“safe~~Merger ~~harbor” provisions~~and (ii) requested that Nasdaq (A) suspend trading of the ~~United~~Common ~~States~~Stock ~~Private~~effective ~~Securities~~prior ~~Litigation~~to ~~Reform~~the ~~Act~~opening of ~~1995~~trading on May 30, ~~including~~2025, ~~all~~and ~~statements~~(B) file ~~regarding~~with the ~~intent~~SEC a Form 25, ~~belief~~Notification of Removal from Listing and/or ~~current~~Registration, ~~expectation~~to ofdelist the ~~companies~~Company Common Stock and ~~members~~deregister the Common Stock under Section 12(b) of ~~their~~the ~~senior~~Securities ~~management~~Exchange ~~teams.~~Act ~~Words~~of ~~such~~1934, as ~~“will,”~~amended ~~“could,” “would,”~~(the “~~should,”~~Exchange ~~“expect,~~Act”). ~~“plan,”~~As ~~“anticipate,”~~a ~~“intend~~result,” ~~“believe,”~~the Common Stock will ~~“estimate,”~~no ~~“predict,”~~longer ~~“project,”~~be ~~“potential,”~~listed ~~“continue,”~~on ~~“target~~Nasdaq. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act,” requesting ~~variations~~the suspension of ~~such~~the ~~words,~~Company’s ~~and~~reporting ~~similar~~obligations ~~expressions~~under ~~are~~Sections ~~intended~~13 toand ~~identify~~15(d) ~~such~~of ~~forward-looking~~the ~~statements,~~Exchange ~~although~~Act ~~not~~and ~~all~~the ~~forward-looking~~termination of registration ~~statements~~of ~~contain~~the ~~these~~Common ~~identifying~~Stock ~~words~~under Section 12(g) of the Exchange Act.

~~Examples~~Item of3.03 ~~such~~Material ~~forward-looking~~Modification ~~statements~~of ~~include, but~~Rights ~~are not limited to, statements regarding the expected timing for the consummation~~ of ~~the~~Security ~~Merger~~Holders.

~~These~~The ~~statements~~disclosures ~~are~~under ~~based~~the onIntroductory ~~current plans~~Note, ~~estimates and~~Item ~~projections and are not predictions of actual performance~~2. ~~By their very nature~~01, ~~forward-looking~~Item ~~statements~~3.01 ~~involve inherent risks~~ and Item ~~uncertainties~~5.03 ~~Checkpoint cautions that a number~~ of ~~important factors, including those described in~~ this ~~document,~~Current ~~could~~Report ~~cause~~on ~~actual results~~Form to8-K ~~differ~~are ~~materially~~incorporated ~~from~~herein ~~those~~by ~~contemplated in any forward-looking statements~~reference.

~~Factors~~Item that may affect future results and may cause these forward-looking statements to be inaccurate include, but are not limited to: uncertainties as to the timing of completion of the Merger; the possibility that various closing conditions for the transaction may not be satisfied or waived; the possibility that the proposed transaction may not be completed; failure to realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the transaction on relationships with employees, other business partners or governmental entities; potential adverse reactions or changes to business relationships resulting from the completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; negative effects of this announcement or the consummation of the proposed acquisition on Checkpoint’s operating results; the difficulty of predicting the timing or outcome of regulatory approvals or actions; the risks related to non-achievement of the CVR milestone and that holders of the CVRs will not receive payments in respect of the CVRs; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; risk of litigation and/or regulatory actions related to the proposed acquisition; adverse impacts on business, operating results or financial condition in the future due to pandemics, epidemics or outbreaks, and their impact on Checkpoint’s business, operations, supply chain, patient enrollment and retention, clinical trials, strategy, goals and anticipated milestones; government-mandated or market-driven price decreases for Checkpoint’s products; the existence or introduction of competing products; reliance on information technology; Checkpoint’s ability to successfully market current and new products; Checkpoint’s and its collaborators’ ability to continue to conduct research and clinical programs; and exposure to product liability and legal proceedings and investigations5.01 ~~Further~~Changes ~~risks and uncertainties that could cause actual results to differ materially from the results anticipated by the forward-looking statements are detailed~~ in ~~the~~Control Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and other Current Reports on Form 8-K. These filings are available on the investor relations section of ~~Checkpoint’s website at https://ir.checkpointtx.com or on~~ the ~~SEC’s website at https://www~~Registrant.~~sec.gov.~~

~~Any~~The ~~forward-looking~~disclosures ~~statements~~under ~~speak only as of~~ the ~~date~~Introductory ~~of this report and are made based on the current beliefs and judgments of Checkpoint’s management~~Note, ~~and~~Item ~~the reader is cautioned not to rely on any forward-looking statements made by Checkpoint~~2.01 ~~Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Unless required by law, Checkpoint is under no duty~~ and ~~undertakes~~Item ~~no obligation to update~~5.02 ~~or revise any forward-looking statement after the distribution~~ of this ~~report,~~Current ~~whether~~Report ason aForm ~~result~~8-K ofare ~~new~~incorporated ~~information,~~herein ~~future~~by ~~events or otherwise~~reference.

~~SIGNATURES~~As a result of the completion of the Merger, there was a change in control of the Company on May 30, 2025, and the Company became a wholly owned subsidiary of Parent. The aggregate transaction consideration was funded through Parent’s available cash on hand.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; asAppointment ~~amended,~~of ~~the~~Certain ~~Registrant~~Officers; ~~has~~Compensatory ~~duly~~Arrangements ~~caused~~of ~~this~~Certain ~~report to be signed on its behalf by the undersigned hereunto duly authorized~~Officers.

	Checkpoint Therapeutics, Inc.
Dated: May 29, 2025	By:	/s/ James F. Oliviero
		James F. Oliviero
		President and Chief Executive Officer

In accordance with the Merger Agreement, as of the Effective Time (i) the Company’s directors and officers ceased their service as directors and officers of the Company, (ii) Abhay Gandhi and Sudhir Valia, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company, (iii) Abhay Gandhi, the President of Merger Sub immediately prior to the Effective Time, became the President of the Company and (iv) Zvi Albert, the Chief Financial Officer of Merger Sub immediately prior to the Effective Time, became the Chief Financial Officer of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Bylaws”).

A copy of the Amended and Restated Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of March 9, 2025, by and among Checkpoint Therapeutics, Inc., Sun Pharmaceutical Industries, Inc., and Snoopy Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

2.2		Amendment to the Agreement and Plan of Merger, dated as of April 14, 2025, by and among Checkpoint Therapeutics, Inc., Sun Pharmaceutical Industries, Inc., and Snoopy Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2025).

3.1		Amended and Restated Bylaws of Checkpoint Therapeutics, Inc.

99.1#		Contingent Value Rights Agreement, dated as of April 23, 2025, by and among Sun Pharmaceutical Industries, Inc. and Equiniti Trust Company, LLC.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

Pursuant to Item 601(b)(2)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted because the registrant customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.

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.

	CHECKPOINT THERAPEUTICS, INC.

Date: May 30, 2025	By:	/s/ Erik Zwicker
	Name:	Erik Zwicker
	Title:	Secretary

Filing Compare · Checkpoint Therapeutics, Inc.