Celldex Therapeutics Enters Material Definitive Agreement

TL;DR

Celldex signed a big deal, filing shows.

AI Summary

Celldex Therapeutics, Inc. announced on February 28, 2024, that it entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company was formerly known as AVANT IMMUNOTHERAPEUTICS INC and T CELL SCIENCES INC.

Why It Matters

This filing indicates a significant new contract or partnership for Celldex Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can involve significant financial commitments or strategic shifts, introducing potential risks and opportunities.

Key Players & Entities

• Celldex Therapeutics, Inc. (company) — Registrant
• AVANT IMMUNOTHERAPEUTICS INC (company) — Former Company Name
• T CELL SCIENCES INC (company) — Former Company Name
• February 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 (the "Common Stock"), at a price to the
• $47.00 — on Stock"), at a price to the public of $47.00 per share (the "Offering"). The net pro
• $376.2 m — fering are expected to be approximately $376.2 million, after deducting underwriting dis

Filing Documents

• tm247553d1_8k.htm (8-K) — 32KB
• tm247553d1_ex1-1.htm (EX-1.1) — 286KB
• tm247553d1_ex5-1.htm (EX-5.1) — 8KB
• tm247553d1_ex99-1.htm (EX-99.1) — 9KB
• tm247553d1_ex99-2.htm (EX-99.2) — 10KB
• tm247553d1_ex99-1img01.jpg (GRAPHIC) — 3KB
• tm247553d1_ex99-2img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-029969.txt ( ) — 611KB
• cldx-20240228.xsd (EX-101.SCH) — 3KB
• cldx-20240228_lab.xml (EX-101.LAB) — 33KB
• cldx-20240228_pre.xml (EX-101.PRE) — 22KB
• tm247553d1_8k_htm.xml (XML) — 3KB

01 Other Events

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. 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.

01 Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR