Form 8-K
0000744218 False 0000744218 2021-11-09 2021-11-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  November 9, 2021

_______________________________

Celldex Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware000-1500613-3191702
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

Perryville III Building, 53 Frontage Road, Suite 220

Hampton, New Jersey 08827

(Address of Principal Executive Offices) (Zip Code)

(908) 200-7500

(Registrant's telephone number, including area code)

 

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.001CLDXNasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On November 9, 2021, Celldex Therapeutics, Inc. (the "Company") issued a press release announcing its financial results for the third quarter of 2021. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Celldex Therapeutics, Inc., dated November 9, 2021.

 
 

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.
   
  
Date: November 9, 2021By: /s/ Sam Martin        
  Sam Martin
  Senior Vice President and
Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Celldex Reports Third Quarter 2021 Financial Results and Provides Corporate Update

HAMPTON, N.J., Nov. 09, 2021 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (NASDAQ:CLDX) today reported financial results for the third quarter ended September 30, 2021 and provided a corporate update.

“During the third quarter we reported compelling data from our ongoing Phase 1b study of CDX-0159 in chronic inducible urticaria, including a rapid, profound and durable 95% complete response rate to provocation testing after just a single dose,” said Anthony Marucci, Co-founder, President and Chief Executive Officer of Celldex Therapeutics. “Last month, we added to these positive results, reporting additional patient-reported outcome measures that demonstrated rapid and sustained improvement in urticaria disease control and improvements in quality of life. We were also pleased to recently initiate a Phase 1 study of the subcutaneous formulation of CDX-0159 and recently opened enrollment in the Phase 1b study in prurigo nodularis.”

Mr. Marucci continued, “We continue to make significant progress across our clinical pipeline including our bispecific platform, which is exploring important pathways in inflammatory diseases, auto-immune disorders and oncology. We look forward to updating you on these programs over the coming months.”

Recent Program Highlights

CDX-0159 - KIT Inhibitor Program

CDX-0159 is a humanized monoclonal antibody developed by Celldex that binds the KIT receptor with high specificity and potently inhibits its activity. The KIT receptor tyrosine kinase is expressed in a variety of cells, including mast cells, which mediate inflammatory responses such as hypersensitivity and allergic reactions. KIT signaling controls the differentiation, tissue recruitment, survival and activity of mast cells. 

CDX-1140 - CD40 Agonist Program

CDX-1140 is a potent CD40 human agonist antibody developed by Celldex that the Company believes has the potential to successfully balance systemic doses for good tissue and tumor penetration with an acceptable safety profile.

CDX-527 - Bispecific Antibody Program

CDX-527 is the first candidate developed by Celldex from its bispecific platform which utilizes the Company’s proprietary highly active anti-PD-L1 and CD27 human antibodies to couple CD27 co-stimulation with blockade of the PD-L1/PD-1 pathway.

Recent Operational Highlights

To date, the Company has managed delays and disruptions related to the COVID-19 pandemic without significant impact in planned and ongoing preclinical and clinical trials, manufacturing or shipping. The Company continues to carefully monitor the evolving situation closely across all development programs and work to minimize potential impact/disruptions.

Third Quarter 2021 Financial Highlights and 2021 Guidance

Cash Position: Cash, cash equivalents and marketable securities as of September 30, 2021 were $423.1 million compared to $164.0 million as of June 30, 2021. The increase was primarily driven by net proceeds of $269.9 million from our July 2021 underwritten public offering, partially offset by third quarter cash used in operating activities of $16.4 million. At September 30, 2021, Celldex had 46.7 million shares outstanding.

Revenues: Total revenue was $0.2 million in the third quarter of 2021 and $4.3 million for the nine months ended September 30, 2021, compared to $0.7 million and $3.6 million for the comparable periods in 2020. The increase in revenue for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was primarily due to an increase in services performed under our contract manufacturing and research and development agreements with Rockefeller University and Gilead Sciences, partially offset by a decrease in revenue from product development and licensing agreements as a result of the $1.8 million milestone payment received from Rockefeller University in the first quarter of 2020 related to Celldex’s manufacturing and development services agreement.

R&D Expenses: Research and development (R&D) expenses were $13.6 million in the third quarter of 2021 and $38.6 million for the nine months ended September 30, 2021, compared to $10.7 million and $32.1 million for the comparable periods in 2020. The increase in R&D expenses was primarily due to an increase in clinical trial, contract research, and personnel expenses.

G&A Expenses: General and administrative (G&A) expenses were $5.8 million in the third quarter of 2021 and $14.2 million for the nine months ended September 30, 2021, compared to $3.6 million and $10.8 million for the comparable periods in 2020. The increase in G&A expenses was primarily due to higher personnel and legal expenses.

Intangible Asset Impairment: The Company recorded a non-cash impairment charge of $3.5 million related to the TAM program IPR&D asset in the third quarter of 2021 as a result of a lack of interest in the program from third parties. The Company recorded a non-cash impairment charge of $3.5 million during the second quarter of 2020 due to the discontinuation of the CDX-3379 program.

Changes in Fair Value Remeasurement of Contingent Consideration: The gain on fair value remeasurement of contingent consideration was $1.9 million for the third quarter of 2021 and $1.2 million for the nine months ended September 30, 2021, primarily due to updated assumptions for the TAM program, changes in discount rates and the passage of time.

Net Loss: Net loss was $20.5 million, or ($0.45) per share, for the third quarter of 2021, and $50.4 million, or ($1.21) per share, for the nine months ended September 30, 2021, compared to a net loss of $14.2 million, or ($0.36) per share, for the third quarter of 2020 and $37.9 million, or ($1.44) per share, for the nine months ended September 30, 2020.

Financial Guidance: Celldex believes that the cash, cash equivalents and marketable securities at September 30, 2021 are sufficient to meet estimated working capital requirements and fund planned operations through 2025.

KEYTRUDA® is a registered trademark of Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ USA.

About Celldex Therapeutics, Inc.
Celldex is a clinical stage biotechnology company dedicated to developing monoclonal and bispecific antibodies that address devastating diseases for which available treatments are inadequate. Our pipeline includes antibody-based therapeutics which have the ability to engage the human immune system and/or directly affect critical pathways to improve the lives of patients with inflammatory diseases and many forms of cancer. 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. These statements are typically preceded by words such as "believes," "expects," "anticipates," "intends," "will," "may," "should," or similar expressions. These 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 or that those goals will be achieved, 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 Company drug candidates, including CDX-0159, in current or future indications; 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 effects of the outbreak of COVID-19 on our business and results of operations; the availability, cost, delivery and quality of clinical 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; our ability to continue to obtain 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; 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.

Company Contact
Sarah Cavanaugh
Senior Vice President, Corporate Affairs & Administration
(508) 864-8337
scavanaugh@celldex.com

Patrick Till
Senior Director, Investor Relations & Corporate Communications
(484) 788-8560
ptill@celldex.com

 
CELLDEX THERAPEUTICS, INC.
(In thousands, except per share amounts)
          
          
Consolidated Statements Three Months Nine Months
of Operations Data Ended September 30, Ended September 30,
   2021 2020 2021 2020
   (Unaudited) (Unaudited)
Revenues:        
Product development and        
 licensing agreements $-  $12  $29  $2,297 
Contracts and grants  153   656   4,288   1,336 
          
Total revenues  153   668   4,317   3,633 
          
Operating expenses:        
Research and development  13,557   10,708   38,633   32,109 
General and administrative  5,821   3,640   14,247   10,833 
Intangible asset impairment  3,500   -   3,500   3,500 
(Gain) loss on fair value remeasurement        
 of contingent consideration  (1,901)  662   (1,160)  (4,236)
          
Total operating expenses  20,977   15,010   55,220   42,206 
          
Operating loss  (20,824)  (14,342)  (50,903)  (38,573)
          
Investment and other income, net  145   118   313   465 
          
Net loss before income tax benefit  (20,679)  (14,224)  (50,590)  (38,108)
          
Income tax benefit  227   -   227   228 
          
Net loss $(20,452) $(14,224) $(50,363) $(37,880)
          
Basic and diluted net loss per        
 common share $(0.45) $(0.36) $(1.21) $(1.44)
Shares used in calculating basic        
 and diluted net loss per share  45,453   39,278   41,582   26,303 
          
     
          
Condensed Consolidated        
Balance Sheet Data     September 30, December 31,
       2021 2020
       (Unaudited)  
Assets        
Cash, cash equivalents and marketable securities     $423,089  $194,422 
Other current assets      3,466   3,421 
Property and equipment, net      3,342   3,815 
Intangible and other assets, net      30,304   34,180 
 Total assets     $460,201  $235,838 
          
Liabilities and stockholders' equity        
Current liabilities     $14,176  $14,206 
Long-term liabilities      9,313   12,275 
Stockholders' equity      436,712   209,357 
 Total liabilities and stockholders' equity     $460,201  $235,838