UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 2014
Celldex Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-15006 | 13-3191702 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| Perryville III Building, 53 Frontage Road, Suite 200 Hampton, New Jersey |
08827 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (908) 200-7500
________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On December 17, 2014, upon the recommendation of the Nominating and Corporate Governance Committee of Celldex Therapeutics, Inc. (the "Company"), the Company's Board of Directors (the "Board") appointed Richard van den Broek, effective immediately, to fill the vacant director position created by the resignation of Timothy M. Shannon. Mr. van den Broek has been appointed to serve on the compensation committee and the nominating and corporate governance committee. Mr. van den Broek will hold this position until the next annual meeting of the Company's shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Richard A. van den Broek has served as Managing Partner of HSMR Advisors, LLC, an investment fund focused on the biotechnology industry, since 2004. From 2000 through 2003, he served as a Partner of Cooper Hill Partners, LLC, an investment fund focused on the healthcare sector. Prior to working for Cooper Hill Partners, LLC, Mr. van den Broek had a 10-year career as a biotech analyst, starting at Oppenheimer & Co., then Merrill Lynch, and finally at Hambrecht & Quist, an investment bank focused on the technology and internet sectors. Mr. van den Broek graduated from Harvard University and is a Chartered Financial Analyst. Mr. van den Broek sits on the boards of directors of Pharmacyclics, Inc. (NASDAQ: PCYC), Response Genetics, Inc. (NASDAQ: RGDX), CogState Limited (ASX: CGX.AU) and Special Diversified Opportunities, Inc. (OTC: SDOI).
Mr. van den Broek will participate in the Company's standard non-employee director compensation plan, including an initial option grant to purchase 8,000 shares of the Company's common stock upon joining the Board, an annual cash retainer fee of $50,000, an annual award of 2,000 shares of the Company's restricted stock and an annual stock option grant to purchase 2,000 shares of the Company's common stock. In addition, Mr. van den Broek will receive an annual cash retainer fee of $20,000 for service on the compensation committee and an annual cash retainer fee of $20,000 for service on the nominating and corporate governance committee.
There is no arrangement or understanding pursuant to which Mr. van den Broek was appointed to the Board, nor are there any transactions or proposed transactions to which the Company and Mr. van den Broek are, or will be, a party. As of the date of this report, Mr. van den Broek has not entered into any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Departure of Director
On December 17, 2014, Timothy M. Shannon, M.D. resigned from the Board, effective immediately, due to demands on his time, including his roles as Chairman of the Board of Directors of Arvinas, Inc., a privately held biotechnology company and as a General Partner at Canaan Partners. Dr. Shannon indicated that his resignation was not the result of any disagreement with the Company on any matters relating to the Company's operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On December 18, 2014, the Company issued a press release announcing the resignation of Timothy M. Shannon, M.D. from the Board and the appointment of Richard A. van den Broek to fill the vacant director position created by Dr. Shannon's resignation. A copy of the press release is furnished as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1
Press release of Celldex Therapeutics, Inc., dated December 18, 2014.
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.
(Registrant) |
||
| December 18, 2014
(Date) |
/s/ AVERY W. CATLIN
Avery W. Catlin Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
The following designated exhibit is filed herewith:
|
Exhibit |
|
Description of Exhibit |
|
99.1 |
|
Press Release of Celldex Therapeutics, Inc., dated December 18, 2014. |
EXHIBIT 99.1
HAMPTON, N.J., Dec. 18, 2014 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (Nasdaq:CLDX) today announced the appointment of Richard A. van den Broek to the Company's Board of Directors. Mr. van den Broek currently serves as a Managing Partner of HSMR Advisors, LLC, an investment fund focused on the biotechnology industry. In addition, the Company announced that Timothy Shannon, MD has resigned from the Board due to demands on his time, including his roles as Chairman of the Board of Directors of Arvinas, Inc., a privately held biotechnology company and as a General Partner at Canaan Partners.
"Rich brings a wealth of strategic experience across the biopharmaceutical sector that will be important to Celldex as the Company advances its leading pipeline in immuno-oncology towards commercialization," said Larry Ellberger, Chairman of the Board of Directors at Celldex Therapeutics. "I would also like to recognize the significant role Tim Shannon has played in Celldex's development and we wish him all the best in his future endeavors."
Mr. van den Broek currently serves as a Managing Partner of HSMR Advisors, LLC, an investment fund focused on the biotechnology industry since 2004. From 2000 through 2003, he served as a Partner of Cooper Hill Partners, LLC, an investment fund focused on the healthcare sector. Prior to working for Cooper Hill Partners, LLC, Mr. van den Broek had a 10-year career as a biotech analyst, starting at Oppenheimer & Co., then Merrill Lynch, and finally at Hambrecht & Quist. Mr. van den Broek graduated from Harvard University and is a Chartered Financial Analyst. Mr. van den Broek sits on the Boards of Directors of Pharmacyclics, Inc., Response Genetics, Inc., CogState Limited and Special Diversified Opportunities, Inc.
About Celldex Therapeutics, Inc.
Celldex is developing targeted therapeutics to address devastating diseases for which available treatments are inadequate. Our pipeline is built from a proprietary portfolio of antibodies and immunomodulators used alone and in strategic combinations to create novel, disease-specific therapies that induce, enhance or suppress the body's immune response. Visit www.celldex.com.
Forward Looking Statement
This release contains "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including those related to the Company's strategic focus and the future development and commercialization (by Celldex and others) of rindopepimut ("rindo"; CDX-110), glembatumumab vedotin ("glemba"; CDX-011), varlilumab ("varli"; CDX-1127), CDX-1401, CDX-301 and other products and our goals for 2014. Forward-looking statements reflect management's current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, our ability to successfully complete research and further development and commercialization of rindopepimut, glembatumumab vedotin and other drug candidates; our ability to obtain additional capital to meet our long-term liquidity needs on acceptable terms, or at all, including the additional capital which will be necessary to complete the clinical trials that we have initiated or plan to initiate; the uncertainties inherent in clinical testing and accruing patients for clinical trials; our limited experience in bringing programs through Phase 3 clinical trials; our ability to manage and successfully complete multiple clinical trials and the research and development efforts for our multiple products at varying stages of development; the availability, cost, delivery and quality of clinical and commercial grade materials produced by our own manufacturing facility or supplied by contract manufacturers, who may be our sole source of supply; the timing, cost and uncertainty of obtaining regulatory approvals; the failure of the market for the Company's programs to continue to develop; our ability to protect the Company's intellectual property; the loss of any executive officers or key personnel or consultants; competition; changes in the regulatory landscape or the imposition of regulations that affect the Company's products; and other factors listed under "Risk Factors" in our annual report on Form 10-K and quarterly reports on Form 10-Q.
All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: Company Contact:
Sarah Cavanaugh
Vice President of Investor Relations & Corp Communications
Celldex Therapeutics, Inc.
(781) 433-3161
scavanaugh@celldex.com
Media Inquiries:
Dan Budwick
Pure Communications, Inc.
(973) 271-6085
dan@purecommunicationsinc.com