Sun Pharmaceutical Industries Limited (Sun Pharma) has announced an agreement to acquire Checkpoint Therapeutics, Inc. (Checkpoint), a Nasdaq-listed immunotherapy and targeted oncology company. The strategic acquisition enhances Sun Pharma’s oncology portfolio, particularly in onco-dermatology.
Checkpoint’s FDA-Approved Therapy
Checkpoint specializes in novel treatments for solid tumor cancers and has received U.S. Food and Drug Administration (FDA) approval for UNLOXCYT™ (cosibelimab-ipdl). This anti-PD-L1 treatment is indicated for adults with metastatic cutaneous squamous cell carcinoma (cSCC) or locally advanced cSCC who are ineligible for curative surgery or radiation.
Leadership Statements
Dilip Shanghvi, Chairman and Managing Director of Sun Pharma, emphasized that combining UNLOXCYT with Sun Pharma’s global presence will improve access to this important treatment for cSCC patients. He highlighted how the acquisition strengthens Sun Pharma’s innovative portfolio in oncology and dermatology.
James Oliviero, President and CEO of Checkpoint, expressed pride in his team’s dedication to securing FDA approval for UNLOXCYT. He believes Sun Pharma shares Checkpoint’s commitment to advancing skin cancer treatments and that this acquisition will enhance patient access to immunotherapy worldwide.
Transaction Details
Sun Pharma will acquire all outstanding shares of Checkpoint. Checkpoint stockholders will receive:
- Upfront cash payment: $4.10 per share (a 66% premium over Checkpoint’s closing price on March 7, 2025).
- Contingent Value Rights (CVRs): Up to an additional $0.70 per share if cosibelimab secures European approval within specified deadlines.
Additionally, Checkpoint, Sun Pharma, and Fortress Biotech, Inc. (Checkpoint’s controlling stockholder) have entered into a royalty agreement. Following the acquisition, Fortress will receive royalty payments based on future cosibelimab sales instead of previously granted royalty rights.
Strategic Review and Approval Process
Checkpoint’s board of directors formed a special committee of independent directors to evaluate strategic alternatives. After a comprehensive review, the committee determined that Sun Pharma’s offer provides superior risk-adjusted value compared to other options. The board unanimously approved the transaction.
Fortress, holding a majority of Checkpoint’s voting power, has also agreed to vote in favour of the deal.
Financial Snapshot
For the nine-month period ending September 2024:
- Revenue: $0.04 million
- Net loss: $27.3 million
- R&D expenses: $19.3 million
- Cash balance: $4.7 million
- Outstanding accounts payable and accrued expenses: $15.6 million
- Outstanding related-party accounts payable and accrued expenses: $2.0 million
Regulatory Approvals and Timeline
As per the press release, the acquisition is expected to close in the second quarter of 2025, subject to regulatory approvals and approval from Checkpoint’s stockholders, excluding Fortress and certain affiliated entities.
With this acquisition, Sun Pharma strengthens its foothold in the oncology market, particularly in dermatological cancers, and expands access to an innovative immunotherapy for patients worldwide.
