Fortress Biotech, Inc. - 29 May 2025 Form 4 Insider Report for Checkpoint Therapeutics, Inc. (CKPT)

Role
10%+ Owner
Signature
/s/ Samuel Berry, Attorney-in-Fact
Issuer symbol
CKPT
Transactions as of
29 May 2025
Net transactions value
-$25,230,221
Form type
4
Filing time
03 Jun 2025, 18:34:39 UTC
Previous filing
02 Apr 2025
Next filing
01 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Fortress Biotech, Inc. 10%+ Owner 1111 KANE CONCOURSE, SUITE 301, BAY HARBOR ISLANDS /s/ Samuel Berry, Attorney-in-Fact 03 Jun 2025 0001429260

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CKPT COMMON STOCK, PAR VALUE $0.0001 Sale $129,000 -100,000 -1.6% $1.29 6,122,249 29 May 2025 Direct F1
transaction CKPT COMMON STOCK, PAR VALUE $0.0001 Disposed to Issuer $25,101,221 -6,122,249 -100% $4.10 0 30 May 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CKPT CLASS A COMMON STOCK, PAR VALUE $0.0001 Disposed to Issuer $0 -700,000 -100% $0.000000 0 30 May 2025 Common Stock 700,000 $4.10 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Fortress Biotech, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On July 15, 2015, pursuant to the Fortress Biotech, Inc. Long Term Incentive Plan, the Reporting Person issued warrants to purchase 500,000 shares of Issuer common stock (out of the Reporting Person's holdings in the Issuer) to each of Lindsay A. Rosenwald and Michael S. Weiss (collectively, the "Warrants"). Following a December 2022 reverse stock split by the Issuer, the Warrants became exercisable into 100,000 shares of Issuer common stock in the aggregate, with an exercise price of $1.29 per share. Dr. Rosenwald and Mr. Weiss exercised the Warrants on May 29, 2025.
F2 On March 9, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Sun Pharmaceutical Industries, Inc., a Delaware corporation ("Parent"), and Snoopy Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). On May 30, 2025 (the "Closing Date"), Merger Sub merged with and into the Issuer pursuant to the Merger Agreement, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As a result of the Merger, each issued and outstanding share of Common Stock and Class A Common Stock that was previously held by the Reporting Person was automatically canceled and ceased to exist and was converted into the right to receive: (i) $4.10 in cash, without interest, and (ii) one non-tradable contingent value right (a "CVR"), which represents the right to receive a contingent cash payment of up to $0.70 upon the achievement of a specified milestone.
F3 Each share of Class A Common Stock had no expiration date and was convertible at any time at the option of Reporting Person into one share of the Issuer's Common Stock.