As filed with the Securities and Exchange Commission on June 21, 2023
Registration No. 333- [ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELLDEX THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3191702 | |
| (State or other jurisdiction | (I.R.S. employer | |
| of incorporation or organization) | identification number) |
Perryville III Building
53 Frontage Road, Suite 220
Hampton, New Jersey 08827
(908) 200-7500
(Address of principal executive offices; zip code)
Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan
(Full title of the plan)
Sam Martin
Chief Financial Officer
CELLDEX THERAPEUTICS, INC.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, New Jersey 08827
(908) 200-7500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Anthony O. Pergola, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement is being filed by the registrant, Celldex Therapeutics, Inc. (the “Company”), for the purpose of registering an additional 600,000 shares of common stock, par value $0.001 per share (“Common Stock”), to be issued under the Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (as amended, effective as of June 15, 2023) (the “2021 Plan”), pursuant to General Instruction E on Form S-8 (Registration of Additional Securities).
The contents of the original registration statement on Form S-8 for the 2021 Plan filed on June 16, 2021 (File No. 333-257137) are hereby incorporated by reference and made a part hereof. Any items in the Company’s Registration Statement on Form S-8 (Registration No. 333-257137) not expressly changed hereby shall be as set forth in the Company’s Registration Statement on Form S-8 (Registration No. 333-257137). The stockholders of the registrant approved amending the 2021 Plan for this purpose at the annual meeting of stockholders held on June 15, 2023.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Certain Documents by Reference |
The Securities and Exchange Commission allows us to “incorporate” into this registration statement information we file with other documents. This means that we may disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is considered to be part of this registration statement, and information we file later with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below, except to the extent information in those documents is different from the information contained in this registration statement:
| · | Our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023. |
| · | Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023. |
| · | Our Current Reports on Form 8-K filed with the Commission on February 21, 2023, March 22, 2023 and June 15, 2023 (in each case except to the extent furnished but not filed). |
| · | The description of the securities contained in the Registrant’s Registration Statement on Form 8-A filed under the Exchange Act, as the description therein has been updated and superseded by the description of the Registrant’s capital stock contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on February 28, 2023, including any amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by us with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
| Item 8. | Exhibits |
The exhibits accompanying this registration statement are listed on the accompanying exhibit index.
| -2- |
EXHIBIT INDEX
* Filed herewith.
** Filed on Form 8-K on June 15, 2023 with the Securities and Exchange Commission.
| -3- |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hampton, State of New Jersey, on June 21, 2023.
| CELLDEX THERAPEUTICS, INC. | ||
| By: | /s/ Anthony S. Marucci | |
| Anthony S. Marucci | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Sam Martin | |
| Sam Martin | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Anthony S. Marucci and Sam Martin, and each of them singly, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
| -4- |
| Signature | Title | Date | ||
| /s/ ANTHONY S. MARUCCI | President, Chief Executive Officer, and Director | June 21, 2023 | ||
| Anthony S. Marucci | (Principal Executive Officer) | |||
| /s/ SAM MARTIN | Senior Vice President, | June 21, 2023 | ||
| Sam Martin | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
|||
| /s/ KAREN L. SHOOS | Director, Chair of the Board of Directors | June 21, 2023 | ||
| Karen L. Shoos | ||||
| /s/ KEITH L. BROWNLIE | Director | June 21, 2023 | ||
| Keith L. Brownlie | ||||
| /s/ CHERYL L. COHEN | Director | June 21, 2023 | ||
| Cheryl L. Cohen | ||||
| /s/ HERBERT J. CONRAD | Director | June 21, 2023 | ||
| Herbert J. Conrad | ||||
|
/s/ RITA I. JAIN, M.D, |
Director | June 21, 2023 | ||
|
Rita I. Jain, M.D. |
||||
| /s/ JAMES J. MARINO | Director | June 21, 2023 | ||
| James J. Marino | ||||
| /s/ GARRY A. NEIL, M.D. | Director | June 21, 2023 | ||
| Garry A. Neil, M.D. | ||||
| /s/ HARRY H. PENNER, JR. | Director | June 21, 2023 | ||
| Harry H. Penner, Jr. |
| -5- |
Exhibit 5.1
Letterhead of Lowenstein Sandler LLP
June 21, 2023
Celldex Therapeutics, Inc.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, New Jersey 08827
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Celldex Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing on the date hereof with the Securities and Exchange Commission (the “SEC”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of an additional 600,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable pursuant to the Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (as amended, effective as of June 15, 2023) (the “2021 Plan”).
In connection with rendering this opinion, we have examined the 2021 Plan and the amendment thereto and such corporate records, certificates and other documents and such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity of original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the Registration Statement and the aforesaid records, certificates and documents.
We assume that the Company has sufficient unissued and unreserved shares of Common Stock and (or will validly amend its certificate of incorporation, to authorize a sufficient number of shares of Common Stock prior to the issuance thereof) available for issuance as provided in the Registration Statement and any related amendment thereto or prospectus supplement.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares, upon issuance and delivery as contemplated by the 2021 Plan, will be validly issued, fully paid and nonassessable outstanding shares of Common Stock.
The opinion expressed herein is limited to the corporate laws of the State of Delaware, as in effect on the date hereof, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We assume no obligation to advise you of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Lowenstein Sandler LLP | |
| Lowenstein Sandler LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Celldex Therapeutics, Inc. of our report dated February 28, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Celldex Therapeutics Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 21, 2023
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Celldex Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Security Type |
Title of securities to be registered |
Fee Calculation Rule |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum offering price(2) |
Fee Rate | Amount of registration fee(2) |
| Equity | Common Stock, $0.001 par value per share | Rule 457(c) and Rule 457(h) | 600,000 | $37.3475 | $22,408,500 | 0.00011020 | $2,469.42 |
| Total Offering Amounts | $22,408,500 | $2,469.42 | |||||
| Total Fee Offsets(3) | — | ||||||
| Net Fee Due | $2,469.42 | ||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2021 Omnibus Equity Incentive Plan (the “Plan”) in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Pursuant to Rules 457(c) and (h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of the high and low sales price of the Registrant’s common stock as reported on the NASDAQ Stock Market on June 15, 2023. |
| (3) | The Registrant does not have any fee offsets. |