UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
Under the Securities Exchange Act of 1934
CHECKPOINT THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 Par Value
Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)
162828 107
(CUSIP Number)
|
Fortress Biotech, Inc. c/o Lindsay A. Rosenwald, M.D. 2 Gansevoort Street, 9th Floor New York, New York 10014 (781) 652-4500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 17, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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| 1. | Name of Reporting Person |
| I.R.S. Identification No. of Above Person (Entities Only) | |
| Fortress Biotech, Inc. 20-4822068 | |
| 2. | Check the Appropriate Box if a Member of a Group |
| Not Applicable | |
| (a) ____ | |
| (b) ____ | |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
| OO | |
| 5. | Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
| Not Applicable |
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| 6. | Citizenship or Place of Organization |
| Delaware |
| 7. | Sole Voting Power | |
| Number of | 9,702,7051 | |
| Shares | ||
| Beneficially | 8. | Shared Voting Power |
| Owned By | ||
| Each Reporting | 0 | |
| Person with | ||
| 9. | Sole Dispositive Power | |
| 8,702,7051 | ||
| 10. | Shared Dispositive Power | |
| 1,000,0001 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 9,702,7051 |
1 Includes 7,000,000 shares of the Issuer’s Class A common stock and 2,702,705 shares of the Issuer’s common stock (including 1,000,000 shares of Issuer’s common stock underlying Warrants described below). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class A common stock is convertible at any time, at the option of the holder, into one share of the Issuer’s common stock. Pursuant to the terms of the Class A common stock, the Reporting Person is entitled to cast, for each share of Class A common stock held by the Reporting Person, the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of the shares of outstanding common stock and the denominator of which is the number of shares of outstanding Class A common stock. Accordingly, as long as the Reporting Person owns any shares of Class A common stock (and as long as no other person or entity owns any shares of Class A common stock), it will be able to control or significantly influence all matters requiring approval by the Issuer’s stockholders, including the election of directors and the approval of mergers or other business combination transactions. An aggregate 1,000,000 shares of Issuer common stock underlie Common Stock Warrants dated July 15, 2015, as amended by the Amended and Restated Common Stock Warrant dated December 12, 2016, issued by the Reporting Person 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, Strategic Development, pursuant to the Fortress Biotech, Inc. Long-Term Incentive Plan (the “Warrants”). The Warrants, which have an exercise price of $0.129 per share, are exercisable until July 15, 2035. The Reporting Person must reserve from its holdings of the Issuer’s common stock the shares underlying the Warrants until the Warrants are exercised. The foregoing description of the Warrants is not complete and is qualified in its entirety by reference to the full text of the form of the Amended and Restated Common Stock Warrant which is attached as Exhibit 7.01 and incorporated herein by reference. Mr. Weiss currently serves as the Chairman of the Issuer’s Board of Directors and also served as its Interim CEO and President from August 2015 until October 2015 and Executive Chairman from March 2015 until December 2016. Dr. Rosenwald currently serves as a member of the Issuer’s Board of Directors and, from November 2014 to August 2015, was the Issuer’s Interim Chief Executive Officer and President.
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| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| ¨ | |
| 13. | Percent of Class Represented by Amount in Row (11) |
| 14.8% of all outstanding shares of Issuer common stock2 | |
| 100% of all outstanding shares of Issuer Class A common stock2 | |
| 38.5% of all outstanding shares of Issuer common stock and Class A common stock combined2 | |
| 14. | Type of Reporting Person |
| HC | |
| Item 1. | Security and Issuer |
This statement on Schedule 13D relates to the common stock and the Class A common stock of Checkpoint Therapeutics, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 2 Gansevoort Street, 9th Floor, New York, New York 10014.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed on behalf of Fortress Biotech, Inc. (the “Reporting Person”) pursuant to Rule 13d-1 of Regulation D-G under the Act. |
| (b) | The Reporting Person’s business address is 2 Gansevoort Street, 9th Floor, New York, New York 10014. |
| (c) | 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. |
| (d) – (e) | During the last five years, the Reporting Person: (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) 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. |
| (f) | The Reporting Person is organized under the laws of the state of Delaware. |
2 Based upon 7,000,000 shares of the Issuer’s Class A common stock outstanding and 18,218,575 shares of the Issuer’s common stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2017.
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| Item 3. | Source and Amount of Funds or Other Consideration. |
The Reporting Person is filing this Schedule 13D as a result of the acquisition of 721,699 shares of the Issuer’s common stock on March 17, 2017 (the “2017 Annual Equity Grant”). The Issuer issued the 2017 Annual Equity Grant pursuant to the terms of the Founders Agreement, entered into by the Reporting Person and the Issuer on March 17, 2015, and amended and restated on July 11, 2016 (the “Founders Agreement”). The Founders Agreement provides that, in exchange for the time and capital expended by the Reporting Person in the formation of the Issuer and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, the Issuer (i) will issue annually to the Reporting Person, on the anniversary date of the original Founders Agreement, shares of common stock equal to 2.5% of the fully-diluted outstanding equity of the Issuer at the time of issuance (an “Annual Equity Grant”); and (ii) pay an equity fee in shares of Issuer common stock, equal to 2.5% of the gross amount of any equity or debt financing for the Issuer or any of its respective subsidiaries that occurs after the effective date of the original Founders Agreement and ending on the date when the Reporting Person no longer has majority voting control in the Issuer’s voting equity (an “Offering Equity Grant”). The foregoing description of the Founders Agreement is qualified in its entirety by reference to the full text of the Founders Agreement which is attached as Exhibit 7.02 and incorporated herein by reference. The Issuer previously issued 289,085 and 688,755 shares of common stock during 2015 and 2016, respectively, as Annual Equity Grants, and 3,166 shares of common stock in 2016 as an Offering Equity Grant. The Issuer issued 7,000,000 shares of Class A common stock to the Reporting Person on November 10, 2014. Except for the 2017 Annual Equity Grant, all of the shares of common stock and Class A common stock to which this Schedule 13D relates were acquired prior to the Issuer’s Form 10 being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 8, 2016.
| Item 4. | Purpose of Transaction. |
The Reporting Person obtained shares of the Issuer’s common stock on March 17, 2017 pursuant to the Founders Agreement. The Reporting Person does not have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except for 1,000,000 shares underlying the Warrants described in Footnote 1 and any additional Annual Equity Grants or Offering Equity Grants that may be made pursuant to the Founders Agreement as further described in Item 3 above; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of the Issuer’s subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of the Issuer’s subsidiaries; (iv) any change in the present board of directors or management of the Issuer; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (c) The Reporting Person is the beneficial owner of 9,702,705 shares of the Issuer’s Class A common stock and the Issuer’s common stock. The Reporting Person’s (i) 2,702,705 shares of the Issuer’s common stock represent 14.8% of all outstanding shares of the Issuer’s common stock, (ii) 7,000,000 shares of the Issuer’s Class A common stock represent 100% of all outstanding shares of the Issuer’s Class A common stock and (iii) 9,702,705 shares of the Issuer’s Class A common stock and the Issuer’s common stock represent 38.5% of all outstanding shares of the Issuer’s Class A common stock and the Issuer’s common stock combined, in each case based on 7,000,000 shares of the Issuer’s Class A common stock outstanding and 18,218,575 shares of the Issuer’s common stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017. The Reporting Person has sole voting power over the 9,702,705 shares of the Issuer’s Class A common stock and the Issuer’s common stock beneficially owned. The Reporting Person has sole dispositive power over 7,000,000 shares of the Issuer’s Class A common stock and 1,702,705 shares of the Issuer’s common stock, and shared dispositive power over 1,000,000 shares of the Issuer’s common stock that underlie the Warrants. See Footnote 1 for a description of the Warrants.
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(d) Except with respect to the Warrants described in Footnote 1, 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 owned by the Reporting Person.
(e) Not Applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Reference is made to the Founders Agreement in Item 3 and the Warrants in Footnote 1 above.
| Item 7. | Materials to be Filed as Exhibits. |
| Exhibit 7.01 | Form of Amended and Restated Common Stock Warrant issued by Reporting Person to Dr. Rosenwald and Mr. Weiss for Issuer common stock. |
| Exhibit 7.02 | Amended and Restated Founders Agreement between Fortress Biotech, Inc. and Checkpoint Therapeutics, Inc. dated July 11, 2016 and effective as of March 17, 2015 (incorporated by reference to Exhibit 10.2 to the Form 10-12G filed by the Issuer with the SEC on July 11, 2016 (File No. 000-55506)). |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 26, 2017 | |||
| FORTRESS BIOTECH, INC. | |||
| By: | /s/ Lindsay A. Rosenwald | ||
| Name: | Lindsay A. Rosenwald, M.D. | ||
| Title: | Chairman, President and Chief Executive Officer | ||
Exhibit 7.01
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FORM OF AMENDED AND RESTATED COMMON STOCK WARRANT
This Amended and Restated Common Stock Warrant is issued as of this ___ day of ______ (the “Issue Date”) by Fortress Biotech, Inc. (the “Company”), to ______, or his permitted assigns (the “Holder”). This Warrant replaces the Common Stock Warrant issued by the Company to Holder on July 15, 2015 to purchase 500,000 shares of the Common Stock (the “Common Stock”) of Checkpoint Therapeutics, Inc. (“Subsidiary”), held by the Company (the “Original Warrant”). The Holder acknowledges, agrees and confirms that the Original Warrant is cancelled and extinguished.
1. Issuance of Warrant; Number and Type of Securities Subject to Warrant; Exercise Price. The Company hereby grants to the Holder the right to purchase 500,000 shares of the Common Stock (the “Warrant Shares”) of Subsidiary, held by the Company. The exercise price of the warrant will be $0.129 per share (the “Warrant Price”).
2. Term. This Warrant shall only be exercisable in accordance with the terms of Section 6 hereof, and shall expire on July 15, 2035.
3. Adjustments and Notices. This Warrant shall be subject to adjustment from time to time in accordance with the following provisions.
(a) Stock Splits, Subdivisions or Combinations. If at any time on or after the date hereof Subsidiary shall split, subdivide or otherwise change its outstanding shares of any securities receivable upon exercise of this Warrant into a greater number of securities, the Warrant Price in effect immediately prior to such subdivision, split or change shall thereby be proportionately reduced and the number of Warrant Shares shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the outstanding number of shares of any securities receivable upon exercise of this Warrant shall be combined into a smaller number of securities, the Warrant Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of Warrant Shares shall thereby be proportionately decreased, all subject to further adjustment as provided in this Section 3.
(b) Reclassification. If Subsidiary, by reclassification of securities, reorganization of Subsidiary (or any other entity the securities of which are at the time receivable upon the exercise of this Warrant) or otherwise (including by merger or consolidation), shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Warrant Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 3.
(c) No Impairment. Subsidiary shall not, by amendment of its Certificate of Incorporation or Bylaws, each as amended to date, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company or Subsidiary, but shall at all times in good faith assist in carrying out the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Warrant against impairment.
(d) Fractional Shares. No fractional Warrant Shares shall be issuable upon exercise or conversion of the Warrant and the number of Warrant Shares to be issued shall be rounded to the nearest whole Warrant Share. If a fractional Warrant Share arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional Warrant Share by paying the Holder an amount in cash computed by multiplying the fractional interest by the fair market value of a full Warrant Share.
4. No Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent to receive notice as a stockholder of the Company or Subsidiary on any other matters or any rights whatsoever as a stockholder of the Company or Subsidiary. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.
5. Shares to be Fully Paid; Reservation of Shares. Subsidiary covenants and agrees that all Warrant Shares will, upon issuance and payment of the applicable Warrant Price, be duly authorized, validly issued, fully paid and nonassessable, and free of all preemptive rights, liens and encumbrances, except for restrictions on transfer provided for herein. Company shall at all times reserve and keep available out of its holdings of Warrant Shares in Subsidiary, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of Warrant Shares as shall, from time to time, be sufficient therefor.
6. Exercise of Warrant. Subject to Section 4, this Warrant may be exercised in whole or in part, at any time, by the surrender of this Warrant at the principal office of the Company, together with the Notice of Exercise in substantially the form attached hereto as Attachment 1 (subject to appropriate revision if this Warrant is adjusted pursuant to Section 3 hereof), duly completed and executed, and accompanied by payment in full of the applicable aggregate Warrant Price either (i) in cash or by check or (ii) by cancellation of indebtedness, with respect to the Warrant Shares being purchased. Prior to exercise of the Warrant, the Holder shall notify the Company of its desire to exercise the Warrant. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person or entity entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as holder of such shares of record as of the close of business on such date.
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Notwithstanding any provisions herein to the contrary, if the fair market value of one Warrant Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in substantially the form attached hereto as Attachment 1, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:
X = Y (A-B)
A
Where:
| X = | the number of Warrant Shares to be issued to the Holder | |
| Y = | the number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant being canceled (at the date of such calculation) | |
| A = | the fair market value of one Warrant Share (at the date of such calculation) | |
| B = | Warrant Price (as adjusted to the date of such calculation) |
For purposes of the above calculation, the “fair market value” of one Warrant Share shall be that price determined by the Company’s Board of Directors in good faith; provided, however, if the Company is trading in the over the counter market or on a recognized exchange, fair market value shall be the last sales price on the day prior to exercise.
7. Notice of Proposed Transfer. Prior to any proposed transfer of this Warrant or the Warrant Shares received on the exercise of this Warrant (together, the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Act”) covering the proposed transfer, the Holder thereof shall give written notice to the Company and Subsidiary of such Holder’s intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified written opinion of legal counsel who shall be reasonably satisfactory to the Company and Subsidiary addressed to the Company and Subsidiary and reasonably satisfactory in form and substance to Subsidiary’s counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Act, or (ii) a “no action” letter from the Securities and Exchange Commission (the “Commission”) to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of the Securities shall be entitled to transfer the Securities in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder to any affiliate, family member or trust (or any similar entity) for any family member of such Holder. Each certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for Subsidiary such legend is not required in order to establish compliance with any provisions of the Act.
| 3 |
8. Certificate of Adjustment. Whenever the Warrant Price or number or type of Warrant Shares issuable upon exercise of this Warrant is adjusted, as herein provided, Subsidiary shall promptly deliver to the record holder of this Warrant a certificate of the Secretary (or similar officer) or other similar officer of Subsidiary setting forth the nature of such adjustment and a brief statement of the facts requiring such adjustment.
9. Replacement of Warrants. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of the Warrant, and in the case of any such loss, theft or destruction of the Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrant if mutilated, the Company will execute and deliver, in lieu thereof, a new Warrant of like tenor.
10. Amendment, Waiver, etc. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.
11. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company, Subsidiary and the successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder.
12. Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
13. Amendment and Restatement. This Warrant amends, restates and replaces the Original Warrant in its entirety, and, as of the Effective Date, the Original Warrant shall have no further force or effect.
14. Miscellaneous. This Warrant shall be governed by the laws of the State of New York as such laws are applied to contracts to be entered into and performed entirely in New York. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof.
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| ISSUED as of the date set forth above. | |||
| FORTRESS BIOTECH, INC. | |||
| By: | |||
| Name: | |||
| Title: | |||
| For purposes of Sections 2, 3, 4, 5, 7, 8, 10, 11, 12, 13 and 14: | |||
| CHECKPOINT THERAPEUTICS, INC. | |||
| By: | |||
| Name: | |||
| Title: | |||
Attachment 1
NOTICE OF EXERCISE
TO: Fortress Biotech, Inc.
1. The undersigned hereby elects to purchase______________ shares of Checkpoint Therapeutics, Inc. owned by Fortress Biotech, Inc. (the “Warrant Shares”) pursuant to the terms of the attached Warrant and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any.
2. Method of Exercise (Please initial the applicable blank):
______ The undersigned elects to exercise the attached Warrant by means of a cash payment and tenders herewith or by concurrent wire transfer payment in full for the purchase price of the shares being repurchased, together with all applicable transfer taxes, if any.
______ The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 6 of the Warrant.
3. Please issue a certificate or certificates representing said number of Warrant Shares in the name of the undersigned or in such other name as is specified below:
(Name)
(Address)
| (Date) | (Name of Warrant Holder) | |||
| By: | ||||
| Title: | ||||