UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 29, 2024, Celldex Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and Cowen and Company, LLC (the “Representatives”), as representatives of the several underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale of 8,520,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at a price to the public of $47.00 per share (the “Offering”). The net proceeds to the Company from the Offering are expected to be approximately $376.2 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on or about March 5, 2024, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to 1,278,000 additional shares of Common Stock on the same terms as the Underwriters are purchasing the Shares.
The Offering is being made pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (File No. 333-275300) previously filed with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the opinion of Lowenstein Sandler LLP relating to the legality of the issuance and sale of Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On February 28, 2024, the Company issued a press release regarding the launch of the Offering. On February 29, 2024, the Company also issued a press release announcing that it had priced the Offering. Copies of the launch press release and pricing press release are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to the closing of the Offering on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings, including in its annual filing on Form 10-K filed with the SEC on February 26, 2024, the preliminary prospectus supplement filed with the SEC on February 28, 2024, and the final prospectus supplement to be filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated February 29, 2024, by and among Celldex Therapeutics, Inc. and Leerink Partners LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Lowenstein Sandler LLP | |
| 23.1 | Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release dated February 28, 2024 | |
| 99.2 | Press Release dated February 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELLDEX THERAPEUTICS, INC. | ||
| Dated: March 1, 2024 | By: | /s/ Sam Martin |
| Name: | Sam Martin | |
| Title: | Senior Vice President and Chief Financial Officer | |