Item 2.01. Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on May 31, 2022, Purchaser irrevocably accepted for payment all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer on or prior to the expiration of the Offer. On May 31, 2022, the Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the Company's stockholders required. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.

The aggregate consideration payable by Purchaser to acquire the shares of Common Stock in the Offer and the Merger, together with the amounts payable in respect of In the Money Options outstanding immediately prior to the Effective Time, is approximately $250 million. Parent and its controlled affiliates advanced to Purchaser the funds necessary to consummate the Offer and the Merger and to pay the related fees and expenses.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company notified The Nasdaq Global Market ("NASDAQ") of the consummation of the Merger and requested that NASDAQ (i) halt trading in the shares of Common Stock, (ii) suspend trading of and delist the shares of Common Stock and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of all shares of Common Stock from NASDAQ and the deregistration of such shares of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the shares of Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of Common Stock.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of


           Certain Officers; Compensatory Arrangements of Certain Officers

At the Effective Time, each of Alan Bash, Peter Colabuono, Keith Flaherty, Alan Fuhrman, Oren K. Isacoff, Michael Powell, Jon Wigginton and Joy Yan resigned and ceased to be directors of the Company and members of any committee of the Company's Board of Directors. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company's operations, policies or practices.

Effective immediately following these resignations, Nouhad Husseini became the sole director of the Company. In addition, in connection with the closing of the Merger, the Company's Board of Directors appointed Nouhad Hussieni as Managing Director and Robert E. Landry as Chief Financial Officer. Information about the new director and executive officers is contained in the Offer to Purchase, dated May 2, 2022, filed by Parent and Purchaser as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO on May 2, 2022, which information is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits






(d)    Exhibits



Exhibit    Description
  2.1*       Agreement and Plan of Merger, dated as of April 18, 2022, by and among
           Checkmate Pharmaceuticals, Inc., Regeneron Pharmaceuticals, Inc., and
           Scandinavian Acquisition Sub, Inc. (incorporated by reference to Exhibit
           2.1 to the Company's Current Report on Form 8-K filed with the SEC on
           April 19, 2022).
  3.1        Fifth Amended and Restated Certificate of Incorporation of Checkmate
           Pharmaceuticals, Inc. (filed herewith).
  3.2        Third Amended and Restated Bylaws of Checkmate Pharmaceuticals, Inc.
           (filed herewith).
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The

Company hereby undertakes to furnish supplemental copies of any of the omitted

schedules upon request by the U.S. Securities and Exchange Commission?

provided, that the Company may request confidential treatment pursuant to Rule

24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so

furnished.

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