Form 8-K
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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):  August 8, 2024

_______________________________

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 August 8, 2024, Celldex Therapeutics, Inc. (the "Company") issued a press release announcing its financial results for the second quarter of 2024. 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 August 8, 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.
   
  
Date: August 8, 2024By: /s/ Sam Martin        
  Sam Martin
  Senior Vice President and
Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Celldex Reports Second Quarter 2024 Financial Results and Provides Corporate Update

HAMPTON, N.J., Aug. 08, 2024 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (NASDAQ:CLDX) today reported financial results for the second quarter ended June 30, 2024 and provided a corporate update.

“2024 has been a monumental year for Celldex. We presented data establishing clinical benefit and safety for barzolvolimab in two distinct forms of urticaria—chronic spontaneous urticaria and inducible urticaria—both of which support advancement to registration studies,” said Anthony Marucci, Co-founder, President and Chief Executive Officer of Celldex Therapeutics. “Last month, we initiated two of the largest, global studies to be conducted in CSU and we are now planning for the initiation of a second Phase 3 program in CIndU. With ongoing Phase 2 trials also in prurigo nodularis, eosinophilic esophagitis and, by year end, in atopic dermatitis—barzolvolimab is actively delivering on its significant pipeline in a product potential and we remain committed to our goal of bringing this potential new medicine to patients.”

Mr. Marucci continued, “As the year progresses, we continue to build on our leadership in the development of mast cell-targeted therapeutics and plan to advance CDX-622, our first bispecific for inflammatory diseases, into the clinic by year end. We think this candidate is an exciting entrant to the field, targeting two complementary pathways that drive chronic inflammation, TSLP and stem cell factor. Importantly, the Company is well capitalized with more than $800M in cash to support the continued advancement and expansion of the barzolvolimab program and our growing pipeline.”

Recent Program Highlights

Barzolvolimab - KIT Inhibitor Program

Barzolvolimab 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. 

Chronic Urticarias

Additional Indications

Bispecific Antibody Platform

CDX-622 – Bispecific SCF & TSLP

CDX-622 targets two complementary pathways that drive chronic inflammation, potently neutralizing the alarmin thymic stromal lymphopoietin (TSLP) and depleting mast cells via stem cell factor (SCF) starvation. Combined neutralization of SCF and TSLP with CDX-622 is expected to simultaneously reduce tissue mast cells and inhibit Type 2 inflammatory responses to potentially offer enhanced therapeutic benefit in inflammatory and fibrotic disorders.

CDX-585 Bispecific ILT4 & PD-1

CDX-585 combines highly active PD-1 blockade with anti-ILT4 blockade to overcome immunosuppressive signals in T cells and myeloid cells. ILT4 is emerging as an important immune checkpoint on myeloid cells.

Second Quarter 2024 Financial Highlights and 2024 Guidance

Cash Position: Cash, cash equivalents and marketable securities as of June 30, 2024 were $802.3 million compared to $823.8 million as of March 31, 2024. The decrease was primarily driven by second quarter cash used in operating activities of $29.3 million, partially offset by proceeds from issuance of stock under employee benefit plans of $3.7 million. At June 30, 2024, Celldex had 66.3 million shares outstanding.

Revenues: Total revenue was $2.5 million in the second quarter of 2024 and $2.7 million for the six months ended June 30, 2024, compared to $0.3 million and $1.2 million for the comparable periods in 2023. The increase in revenue was primarily due to an increase in services performed under our manufacturing and research and development agreements with Rockefeller University.

R&D Expenses: Research and development (R&D) expenses were $39.7 million in the second quarter of 2024 and $71.3 million for the six months ended June 30, 2024, compared to $26.3 million and $53.0 million for the comparable periods in 2023. The increase in R&D expenses was primarily due to an increase in barzolvolimab clinical trial and personnel expenses, partially offset by a decrease in barzolvolimab contract manufacturing expenses.

G&A Expenses: General and administrative (G&A) expenses were $9.1 million in the second quarter of 2024 and $18.2 million for the six months ended June 30, 2024, compared to $7.2 million and $13.9 million for the comparable periods in 2023. The increase in G&A expenses was primarily due to an increase in stock-based compensation and barzolvolimab commercial planning expenses.

Net Loss: Net loss was $35.8 million, or ($0.54) per share, for the second quarter of 2024, and $68.7 million, or ($1.10) per share, for the six months ended June 30, 2024, compared to a net loss of $30.5 million, or ($0.65) per share, for the second quarter of 2023, and $59.9 million, or ($1.27) per share, for the six months ended June 30, 2023.

Financial Guidance: Celldex believes that the cash, cash equivalents and marketable securities at June 30, 2024 are sufficient to meet estimated working capital requirements and fund current planned operations through 2027.

About Celldex Therapeutics, Inc.
Celldex is a clinical stage biotechnology company leading the science at the intersection of mast cell biology and the development of transformative therapeutics for patients. 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 severe inflammatory, allergic, autoimmune and other devastating diseases. 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 barzolvolimab (also referred to as 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 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
Meru Advisors
(484) 788-8560
ptill@meruadvisors.com

 
CELLDEX THERAPEUTICS, INC.
(In thousands, except per share amounts)
          
   Three Months Six Months
Consolidated Statements of Operations Data Ended June 30, Ended June 30,
    2024   2023   2024   2023 
   (Unaudited) (Unaudited)
Revenues:        
Product development and licensing agreements $-  $16  $2  $16 
Contracts and grants  2,498   252   2,652   1,218 
          
Total revenues  2,498   268   2,654   1,234 
          
Operating expenses:        
Research and development  39,687   26,252   71,348   53,049 
General and administrative  9,128   7,221   18,231   13,861 
          
Total operating expenses  48,815   33,473   89,579   66,910 
          
Operating loss  (46,317)  (33,205)  (86,925)  (65,676)
          
Investment and other income, net  10,475   2,703   18,275   5,813 
          
Net loss $(35,842) $(30,502) $(68,650) $(59,863)
          
Basic and diluted net loss per common share $(0.54) $(0.65) $(1.10) $(1.27)
          
Shares used in calculating basic and diluted net loss per share  66,019   47,253   62,445   47,233 
          
     
          
Condensed Consolidated Balance Sheet Data June 30, December 31,    
    2024   2023     
   (Unaudited)      
Assets        
Cash, cash equivalents and marketable securities $802,317  $423,598     
Other current assets  9,658   8,095     
Property and equipment, net  3,864   4,060     
Intangible and other assets, net  29,747   29,874     
 Total assets $845,586  $465,627     
          
Liabilities and stockholders' equity        
Current liabilities $27,658  $31,125     
Long-term liabilities  4,269   5,331     
Stockholders' equity  813,659   429,171     
 Total liabilities and stockholders' equity $845,586  $465,627