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Checkpoint Therapeutics , Inc. (NASDAQ:CKPT), a biopharmaceutical company with a market capitalization of $354 million, held a special meeting on May 28, 2025, where shareholders voted on proposals related to the company’s merger with Sun Pharmaceutical (TADAWUL:2070) Industries, Inc. and its subsidiary, Snoopy Merger Sub, Inc. The company’s stock has shown remarkable strength, gaining over 131% in the past year and trading near its 52-week high of $4.50. According to InvestingPro data, technical indicators suggest the stock is currently in overbought territory. The merger, detailed in an agreement dated March 9, 2025, and amended on April 14, 2025, will result in Checkpoint becoming a wholly owned subsidiary of Sun Pharma.
Of the 87,020,002 shares eligible to vote, 700,000 Class A and 55,846,316 common shares were present or represented by proxy, constituting an 83.2% quorum. The Merger Proposal required majority approval from both the Unaffiliated Company Stockholders and the majority in voting power of all outstanding shares. The Unaffiliated Stockholder Approval excludes votes from Fortress Biotech (NASDAQ:FBIO), Inc., Checkpoint’s board members, and company officers.
The Merger Proposal was approved with 42,951,131 votes for, 823,995 against, and 154,463 abstained among the unaffiliated stockholders. The Statutory Merger Approval received 149,819,859 votes for, 823,995 against, and 154,463 abstained. Additionally, the Compensation Proposal, a non-binding vote on executive compensation related to the merger, passed with 139,436,184 votes for, 7,692,651 against, and 3,669,482 abstained. The Adjournment Proposal was not voted on as the Merger Proposal had already passed.
Checkpoint and Sun Pharma anticipate the merger’s completion around May 30, 2025, subject to the satisfaction or waiver of other closing conditions. The report contains forward-looking statements regarding the merger’s expected timing and benefits, cautioning that various factors could cause actual results to differ materially. InvestingPro analysis reveals that while Checkpoint maintains more cash than debt on its balance sheet, the company’s overall financial health score remains weak, with negative EBITDA of -$45.23 million in the last twelve months. Subscribers to InvestingPro can access 10+ additional insights about CKPT’s financial position and future prospects.
This news is based on Checkpoint Therapeutics’ SEC filing and contains statements that are forward-looking, with actual results possibly varying due to numerous factors.
In other recent news, Checkpoint Therapeutics, Inc. has made progress towards its merger with Sun Pharmaceutical Industries, Inc. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on May 21, 2025, fulfilling a key condition for the merger’s completion, which is anticipated around May 30, 2025. The merger involves Sun Pharma’s subsidiary, Snoopy Merger Sub, Inc., merging with Checkpoint, which will become a wholly owned subsidiary of Sun Pharma. Checkpoint has filed both preliminary and definitive proxy statements, with the latter being mailed to stockholders on April 23, 2025. Additionally, a consolidated putative stockholder class action lawsuit against Checkpoint and its President and CEO, James Oliviero, was dismissed with prejudice on May 19, 2025. Stockholders are set to vote on the Merger Agreement at a Special Meeting scheduled for May 28, 2025. The completion of the merger is contingent upon stockholder approval and other customary conditions. Checkpoint’s management has highlighted the presence of risks and uncertainties in forward-looking statements, and the company plans to defend vigorously if the judgment in the Securities Class Action (WA:ACT) is appealed.
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