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Delaware
(State or other jurisdiction of
incorporation or organization) |
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13-3191702
(I.R.S. Employer
Identification Number) |
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Copies to:
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Anthony O. Pergola, Esq.
Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (212) 262-6700 |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☐ |
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Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
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Common Stock, $0.001 par value
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(1)(2)(3)
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(4)
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Common Stock, $0.001 par value, offered pursuant to Sales Agreement
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| | | | $ | 50,000,000 | | | | | | $ | 5,455.00(5) | | |
Preferred Stock, $0.01 par value
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(1)(2)(3)
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(4)
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Warrants
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(1)(2)
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(4)
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Depositary Shares
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(1)(2)
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(4)
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Units
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(1)(2)
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(4)
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Page
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Prospectus | | | | | | | |
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Assumed public offering price per share
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| | | | | | | | | $ | 17.82 | | |
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Net tangible book value per share as of September 30, 2020
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| | | $ | 4.67 | | | | | | | | |
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Increase in net tangible book value per share attributable to this offering
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| | | $ | 0.83 | | | | | | | | |
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As adjusted net tangible book value per share as of September 30, 2020, after giving effect
to this offering |
| | | | | | | | | $ | 5.50 | | |
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Dilution per share to investors participating in this offering
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| | | | | | | | | $ | 12.32 | | |
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Registration Statement filing fee
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| | | $ | 5,455.00(1) | | |
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Printing fees
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(1
)(2)
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Legal fees and expenses
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(1
)(2)
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Accounting fees
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(1
)(2)
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Miscellaneous
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(1
)(2)
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Total
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| | | $ | (1 )(2) | | |
No.
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Description
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Location
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1.1 | | | Form of Underwriting Agreement | | | To be filed, if applicable, by amendment or by a report filed under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. | |
1.2 | | | Controlled Equity Offering SM Sales Agreement, dated May 19, 2016, between the Registrant and Cantor Fitzgerald & Co. | | | Incorporated by reference to Exhibit 1.1 of Celldex’s Current Report on Form 8-K filed, May 19, 2016. | |
2.1 | | | Agreement and Plan of Merger, dated as of November 1, 2016, by and among Kolltan Pharmaceuticals, Inc., Celldex Therapeutics, Inc., Connemara Merger Sub 1 Inc. and Connemara Merger Sub 2 LLC | | | Incorporated by reference to Exhibit 2.1 of Celldex’s Current Report on Form 8-K, filed November 1, 2016. | |
4.1 | | | Third Restated Certificate of Incorporation of Celldex | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Registration Statement on Form S-4 (Reg. No. 333-59215), filed July 16, 1998. | |
4.2 | | | Certificate of Amendment of Third Restated Certificate of Incorporation of Celldex | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Registration Statement on Form S-4 (Reg. No. 333-59215), filed July 16, 1998. | |
4.3 | | | Second Certificate of Amendment of Third Restated Certificate of Incorporation of Celldex | | | Incorporated by reference to Exhibit 3.2 of Celldex’s Registration Statement on Form S-4 (Reg. No. 333-59215), filed July 16, 1998. | |
4.4 | | | Third Certificate of Amendment of Third Restated Certificate of Incorporation of Celldex | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Quarterly Report on Form 10-Q, filed May 10, 2002. | |
4.5 | | | Amended and Restated By-Laws of Celldex as of March 14, 2007 | | | Incorporated by reference to Exhibit 3.5 of Celldex’s Annual Report on Form 10-K, filed March 18, 2008. | |
4.6 | | | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Celldex classifying and designating the Series C-1 Junior Participating Cumulative Preferred Stock | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Registration Statement on Form 8-A, filed November 8, 2004. | |
4.7 | | | Certificate of Elimination of Series C-1 Junior Participating Cumulative Preferred Stock | | | Incorporated by reference to Exhibit 3.6 of Celldex’s Annual Report on Form 10-K, filed March 16, 2005. | |
4.8 | | | Fourth Certificate of Amendment of Third Restated Certificate of Incorporation of Celldex | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Current Report on Form 8-K, filed on March 11, 2008. | |
4.9 | | | Fifth Certificate of Amendment of Third Restated Certificate of Incorporation of Celldex | | | Incorporated by reference to Exhibit 3.2 of Celldex’s Current Report on Form 8-K, filed on March 11, 2008. | |
4.10 | | | Sixth Certificate of Amendment of Third Restated Certificate of Incorporation | | | Incorporated by reference to Exhibit 3.7 of Celldex’s Quarterly Report on Form 10-Q, filed on November 10, 2008. | |
4.11 | | | Amended and Restated By-Laws, dated April 7, 2014 | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Current Report on Form 8-K, filed on April 8, 2014. | |
No.
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Description
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Location
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4.12 | | | Seventh Certificate of Amendment of Third Restated Certificate of Incorporation | | | Incorporated by reference to Exhibit 3.1 of Celldex’s Current Report on Form 8-K, filed on February 8, 2019. | |
4.13 | | | Specimen of Common Stock Certificate | | | Incorporated by reference to Exhibit 4.1 of Celldex’s Current Report on Form 8-K, filed on February 8, 2019. | |
4.14 | | | Form of Warrant Agreement | | | To be filed subsequently by an amendment to the Registration Statement or by a Current Report of the Registrant on a Current Report on Form 8-K and incorporated by reference therein. | |
4.15 | | | Form of Warrant Certificate | | | Included in Exhibit 4.14. | |
4.16 | | | Specimen of Preferred Stock Certificate | | | To be filed subsequently by an amendment to the Registration Statement or by a Current Report of the Registrant on a Current Report on Form 8-K and incorporated by reference therein. | |
4.17 | | | Form of Depositary Agreement | | | To be filed subsequently by an amendment to the Registration Statement or by a Current Report of the Registrant on a Current Report on Form 8-K and incorporated by reference therein. | |
4.18 | | | Form of Depositary Receipt | | | Included in Exhibit 4.17. | |
4.19 | | | Form of Unit Agreement | | | To be filed subsequently by an amendment to the Registration Statement or by a Current Report of the Registrant on a Current Report on Form 8-K and incorporated by reference therein. | |
5.1 | | | Opinion of Lowenstein Sandler LLP as to the legality of the securities being registered | | | Filed herewith | |
23.1 | | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | Filed herewith. | |
23.2 | | | Consent of Lowenstein Sandler LLP | | | Included in Exhibit 5.1. | |
24.1 | | | Powers of Attorney | | | (included on signature pages hereto) | |
| | | | CELLDEX THERAPEUTICS, INC. | | |||
| | | | By: | | |
/s/ ANTHONY S. MARUCCI
Anthony S. Marucci
President and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ ANTHONY S. MARUCCI
Anthony S. Marucci
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| | President, Chief Executive Officer and Director (Principal Executive Officer) | | |
November 6, 2020
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/s/ SAM MARTIN
Sam Martin
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| | Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | |
November 6, 2020
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/s/ KAREN L. SHOOS
Karen L. Shoos
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| | Director, Chair of the Board of Directors | | |
November 6, 2020
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/s/ KEITH L. BROWNLIE
Keith L. Brownlie
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| | Director | | |
November 6, 2020
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/s/ HERBERT J. CONRAD
Herbert J. Conrad
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| | Director | | |
November 6, 2020
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/s/ JAMES J. MARINO
James J. Marino
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| | Director | | |
November 6, 2020
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/s/ HARRY H. PENNER, JR.
Harry H. Penner, Jr.
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| | Director | | |
November 6, 2020
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