Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001429260 XXXXXXXX LIVE 11 Common Stock, $0.0001 Par Value 05/30/2025 false 0001651407 162828206 Checkpoint Therapeutics, Inc. 95 Sawyer Road Suite 110 Waltham MA 02453 Fortress Biotech, Inc. (718) 652-4500 1111 Kane Concourse Suite 301 Bay Harbor Island FL 33154 0001429260 N Fortress Biotech, Inc. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 CO Common Stock, $0.0001 Par Value Checkpoint Therapeutics, Inc. 95 Sawyer Road Suite 110 Waltham MA 02453 This Amendment No. 11 to Schedule 13D (this "Amendment No. 11") amends and supplements the Schedule 13D filed on May 26, 2017 (as amended and supplemented prior to the filing of this Amendment No. 11, the "Original Schedule 13D" and together with this Amendment No. 11, the "Schedule 13D") relating to the common stock, par value $0.0001 per share (the "Common Stock") of Checkpoint Therapeutics, Inc. (the "Issuer"), by Fortress Biotech, Inc. (the "Reporting Person"). The Items below amend the information disclosed under the corresponding Items of the Original Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported on the Original Schedule 13D. This Schedule 13D/A is being filed on behalf of the Reporting Person pursuant to Rule 13d-1 of Regulation D-G under the Act. The address of the Reporting Person's principal business and principal office is 1111 Kane Concourse, Suite 301, Bay Harbor Islands, Florida 33154. The principal business of the Reporting Person is acquiring, developing and commercializing novel pharmaceutical and biotechnology products both within the Reporting Person and through certain of its subsidiary companies. During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is organized under the laws of the state of Delaware. Merger Agreement. 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 capital stock in the Issuer that was previously held by the Reporting Person (including both Common Stock and separately-held Class A Common Stock) 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. As a result of the Merger, the Reporting Person does not beneficially own any shares of the Issuer's common stock or Class A common stock. As a result of the Merger, the Reporting Person does not beneficially own any shares of the Issuer's common stock or Class A common stock. Except as set forth in this Amendment No. 11, the Reporting Person has not effected any transaction in the Issuer's common stock during the past 60 days, other than the transfer of an aggregate of 100,000 shares of the Issuer's common stock to Lindsay A. Rosenwald, M.D., the Reporting Person's Chairman, President and Chief Executive Officer, and Michael S. Weiss, the Reporting Person's Executive Vice Chairman, upon their exercise of certain previously outstanding Common Stock Warrants dated July 15, 2015, as amended by the Amended and Restated Common Stock Warrant dated December 12, 2016, originally issued by the Reporting Person to such individuals. No person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of common stock and Class A common stock reported on this Schedule 13D. On the Closing Date, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's common stock. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 11 is incorporated by reference into this Item 6 as if restated in full. Fortress Biotech, Inc. /s/ Lindsay A. Rosenwald Lindsay A. Rosenwald, M.D. / Chairman, President and Chief Executive Officer 06/03/2025