As filed with the Securities and Exchange Commission
on November 3, 2023
Registration No. 333-    
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELLDEX THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware (State or other
jurisdiction of incorporation or organization) |
13-3191702 (I.R.S. Employer Identification Number) |
Celldex Therapeutics, Inc.
Perryville III Building, 53 Frontage Road, Suite 220
Hampton, New Jersey 08827
(908)
200-7500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Anthony Pergola
Kate Basmagian, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700
Approximate date of commencement of proposed
sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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. ¨
PROSPECTUS
Common
Stock
Preferred Stock
Warrants
Depositary Shares
Units
Celldex Therapeutics, Inc. may offer, issue
and sell from time to time, together or separately, in one or more offerings, any combination of:
| · | our
preferred stock, which we may issue in one or more series, |
This prospectus provides a general description
of the securities we may offer. Each time we or any selling securityholders sell securities, we will provide specific terms of the securities
offered in a supplement to this prospectus. The prospectus supplement may also add to, update or change information contained in this
prospectus. You should read this prospectus and the accompanying prospectus supplement, as well as the documents incorporated or deemed
incorporated by reference in this prospectus, carefully before you make your investment decision. Our common stock is traded on the Nasdaq
Capital Market under the symbol “CLDX.” On November 2, 2023, the last reported sale price of our common stock on the
Nasdaq Capital Market was $24.01 per share. You are urged to obtain current market quotations of the common stock. Each prospectus supplement
will indicate if the securities offered thereby will be listed on any securities exchange.
This prospectus may not be used to sell securities
unless accompanied by a prospectus supplement.
We or any selling securityholders may offer to
sell these securities on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus
supplement for each offering of securities will describe in detail the plan of distribution for that offering. If our agents or any dealers
or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents,
dealers or underwriters and any applicable commissions or discounts. Our net proceeds from the sale of securities will also be set forth
in the applicable prospectus supplement. For general information about the distribution of securities offered, please see “Plan
of Distribution” in this prospectus.
Investing in our securities involves risks.
Before making an investment decisions, you should carefully review the information contained in this prospectus under the heading “Risk
Factors” beginning on page 4 of this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION OR REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus
is November 3, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement
that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. Under this
shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus in one or
more offerings.
The registration statement containing this prospectus,
including the exhibits to the registration statement, provides additional information about us and the securities offered under this
prospectus. You should read the registration statement and the accompanying exhibits for further information. The registration statement,
including the exhibits and the documents incorporated or deemed incorporated herein by reference, can be read and are available to the
public over the Internet at the SEC’s website at http://www.sec.gov as described under the heading “Where
You Can Find More Information.”
This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities pursuant to this prospectus, we will provide a prospectus supplement (which
term includes, as applicable, the at the market sale agreement prospectus filed with the registration statement of which this prospectus
forms a part) containing specific information about the terms of a particular offering by us. That prospectus supplement may include
a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may add, update
or change information in this prospectus. If the information in the prospectus is inconsistent with a prospectus supplement, you should
rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement.
See “Where You Can Find More Information” for more information.
You should rely only on the information incorporated
by reference or provided in this prospectus or any prospectus supplement. We have not authorized any dealer, salesman or other person
to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any
prospectus supplement. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus
or any prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or the solicitation of
an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any prospectus supplement
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus or any
prospectus supplement is accurate on any date subsequent to the date set forth on the front of such document or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus and any prospectus supplement is delivered or securities are sold on a later date.
Unless this prospectus indicates otherwise
or the context otherwise requires, the terms “we,” “our,” “us,” “Celldex” or the “Company”
as used in this prospectus refer to Celldex Therapeutics, Inc. and its subsidiaries, except that such terms refer to only Celldex
Therapeutics, Inc. and not its subsidiaries in the sections entitled “Description of Common Stock,” “Description
of Preferred Stock,” “Description of Warrants,” “Description of Depositary Shares,” and “Description
of Units.”
PROSPECTUS SUMMARY
We are a biopharmaceutical company dedicated
to developing therapeutic monoclonal and bispecific antibodies that address diseases for which available treatments are inadequate. Our
drug candidates include 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.
We are focusing our efforts and resources on
the continued research and development of
| · | Barzolvolimab
(also referred to as CDX-0159), a monoclonal antibody that specifically binds the KIT receptor
and potently inhibits its activity, which is currently being studied across multiple mast
cell driven diseases including |
| o | Chronic
Urticarias: In June and July 2022 respectively, we announced that enrollment had
opened and the first patients had been dosed in Phase 2 studies in chronic spontaneous urticaria
(CSU) and chronic inducible urticaria (CIndU); completion of enrollment to the Phase 2 CSU
study was announced in July 2023 and we anticipate reporting topline data from this
study in late 2023. Data from the Phase 1b study in CSU were reported in February and
June 2023. Positive interim data from the Phase 1b study in CIndU were reported in July and
September 2021 and in December 2022 in patients with cold urticaria and symptomatic
dermographism. Data from the cholinergic cohort included in the CIndU study were presented
in June 2023; |
| o | Prurigo
Nodularis (PN): In December 2021 we announced that the first patient had been dosed
in a Phase 1b study in PN; enrollment was closed in February 2023 and we plan to present
data from the study in November 2023; |
| o | Eosinophilic
Esophagitis (EoE): A Phase 2 study in EoE was initiated in June 2023 and the first patient
was dosed late that month. |
| · | Our
next generation bispecific antibody platform to support pipeline expansion with additional
candidates for inflammatory diseases and oncology. Targets are being selected based on new
science as well as their compatibility to be used in bispecific antibody formats with our
existing antibody programs. Development is focused on emerging, important pathways controlling
inflammatory diseases or immunity to tumors. |
Our goal is to build a fully integrated, commercial-stage
biopharmaceutical company that develops important therapies for patients with unmet medical needs. We believe our program assets provide
us with the strategic options to either retain full economic rights to our innovative therapies or seek favorable economic terms through
advantageous commercial partnerships. This approach allows us to maximize the overall value of our technology and product portfolio while
best ensuring the expeditious development of each individual product.
Corporate Information
We are a Delaware corporation
organized in 1983. Our principal executive offices are located at Perryville III Building, 53 Frontage Road, Suite 220, Hampton,
New Jersey 08827 and our telephone number is (908) 200-7500. Our corporate website is www.celldex.com. The information on or that can
be accessed through our website is not incorporated by reference into this prospectus.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that
we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any
statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and
may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,”
“estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,”
“management believes,” “we believe,” “we intend” and similar words or phrases. Accordingly, these
statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed
in them. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in this prospectus
or discussed in documents incorporated by reference in this prospectus.
Forward-looking statements are subject to known
and unknown risks and uncertainties, which change over time, and are based on management’s expectations and assumptions at the
time the statements are made, and are not guarantees of future results. Our actual results may differ materially from those expressed
or anticipated in the forward-looking statements for many reasons including the factors described in the section entitled “Risk
Factors” in this prospectus and in any risk factors described in a supplement to this prospectus or in other filings.
You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date on which they were made. We undertake no obligation to publicly
revise any forward-looking statement to reflect circumstances or events after the date of this prospectus or to reflect the occurrence
of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with
the SEC after the date of this prospectus. We undertake no obligation to revise or update the forward-looking statements contained in
this prospectus at any time. All forward-looking statements are qualified in their entirety by this cautionary statement.
RISK FACTORS
Investing in our securities involves significant
risks. Before making an investment decision, you should carefully consider the risks and other information we include or incorporate
by reference in this prospectus and any prospectus supplement. In particular, you should consider the risk factors under the heading
“Risk Factors” included in our most recent Annual Report on Form 10-K, as may be revised or supplemented by our subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, each of which are on file with the SEC and are incorporated
herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in
the future. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties
not currently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be
included in a prospectus supplement relating to a particular offering of securities. Our business, financial condition or results of
operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any
of these risks, and you may lose all or part of your investment. This prospectus is qualified in its entirety by these risk factors.
USE OF PROCEEDS
Unless otherwise provided in the applicable prospectus
supplement to this prospectus used to offer specific securities, we expect to use the net proceeds from any offering of securities by
us for general corporate purposes, which may include acquisitions, capital expenditures, investments, payment of milestone payments,
and the repayment, redemption or refinancing of all or a portion of any indebtedness or other securities outstanding at a particular
time, to fund our operations until we receive FDA approval of our products and are able to commercialize our products and to make substantial
investments to establish sales, marketing, quality control, and regulatory compliance capabilities in anticipation of FDA approval of
our products. Pending the application of the net proceeds, we expect to invest the net proceeds in short-term, interest-bearing instruments
with a maturity of three months or less at the date of purchase and consist primarily of investments in money market mutual funds with
commercial banks and financial institutions or other investment-grade securities. Such investments may include depositing such net proceeds
into, and maintaining cash balances with, financial institutions in excess of insured limits.
SELLING SECURITYHOLDERS
Information about selling securityholders, if
any, will be set forth in a prospectus supplement, in an amendment to the registration statement of which this prospectus is a part,
or in other filings we make with the SEC under the Exchange Act, which are incorporated by reference.
DESCRIPTIONS OF SECURITIES
WE MAY OFFER
This prospectus contains summary descriptions
of the common stock, preferred stock, warrants, depositary shares and units that we may offer and sell from time to time. The preferred
stock may also be exchangeable for and/or convertible into shares of common stock or another series of preferred stock. When one or more
of these securities are offered in the future, a prospectus supplement will explain the particular terms of the securities and the extent
to which these general provisions may apply. These summary descriptions and any summary descriptions in the applicable prospectus supplement
do not purport to be complete descriptions of the terms and conditions of each security and are qualified in their entirety by reference
to our third restated certificate of incorporation, as amended, our amended and restated by-laws and by applicable Delaware law and any
other documents referenced in such summary descriptions and from which such summary descriptions are derived. If any particular terms
of a security described in the applicable prospectus supplement differ from any of the terms described herein, then the terms described
herein will be deemed superseded by the terms set forth in that prospectus supplement.
We
may issue securities in book-entry form through one or more depositaries, such as The Depository Trust Company, Euroclear or Clearstream,
named in the applicable prospectus supplement. Each sale of a security in book-entry form will settle in immediately available funds
through the applicable depositary, unless otherwise stated. We will issue the securities only in registered form, without coupons, although
we may issue the securities in bearer form if so specified in the applicable prospectus supplement. If any securities are to be listed
or quoted on a securities exchange or quotation system, the applicable prospectus supplement will say so.
DESCRIPTION OF COMMON STOCK
As of November 3, 2023 we are authorized
to issue up to 297,000,000 shares of common stock, $0.001 par value per share. As of October 27, 2023, approximately 47,264,197
shares of common stock were outstanding. All outstanding shares of our common stock are fully paid and non-assessable. Our common stock
is listed on the Nasdaq Capital Market under the symbol “CLDX”.
Dividends
The Board of Directors may, out of funds legally
available, at any regular or special meeting, declare dividends to the holders of shares of our common stock as and when they deem expedient,
subject to the rights of holders of the preferred stock, if any.
Voting
Each share of common stock entitles the holders
to one vote per share on all matters requiring a vote of the stockholders, including the election of directors. No holders of shares
of common stock shall have the right to vote such shares cumulatively in any election for the board of directors.
Rights Upon Liquidation
In the event of our voluntary or involuntary liquidation,
dissolution, or winding up, the holders of our common stock will be entitled to share ratably in our assets available for distribution
after payment in full of all debts and after the holders of preferred stock, if any, have received their liquidation preferences in full.
Miscellaneous
No holders of shares of our common stock shall
have any preemptive rights to subscribe for, purchase or receive any shares of any class, whether now or hereafter authorized, or any
options or warrants to purchase any such shares, or any securities convertible into or exchanged for any such shares, which may at any
time be issued, sold or offered for sale by Celldex.
Anti-Takeover Provisions
Certain provisions in our third restated certificate
of incorporation, as amended, and applicable Delaware corporate law may have the effect of discouraging a change of control of Celldex,
even if such a transaction is favored by some of our stockholders and could result in stockholders receiving a substantial premium over
the current market price of our shares. The primary purpose of these provisions is to encourage negotiations with our management by persons
interested in acquiring control of our corporation. These provisions may also tend to perpetuate present management and make it difficult
for stockholders owning less than a majority of the shares to be able to elect even a single director.
Computershare Trust Company, N.A. is presently
the transfer agent and registrar for our common stock.
DESCRIPTION OF PREFERRED
STOCK
At November 3, 2023, the Company had authorized
preferred stock comprised of 3,000,000 shares of Class C Preferred Stock of which 350,000 shares have been designated as Class C-1
Junior Participating Cumulative Preferred Stock, the terms of which are to be determined by our Board of Directors. As of November 3,
2023, there was no preferred stock outstanding.
Class C Preferred Stock
This section describes the general terms and provisions
of our Class C Preferred Stock. The applicable prospectus supplement will describe the specific terms of the shares of preferred
stock offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those
shares of preferred stock.
Our board of directors has been authorized to
provide for the issuance of the 2,650,000 unissued and undesignated shares of our Class C Preferred Stock. In general, our third
restated certificate of incorporation, as amended, authorizes our board of directors to issue new shares of our common stock or preferred
stock without further stockholder action, provided that there are sufficient authorized shares.
With respect to each series of our Class C
Preferred Stock, our board of directors has the authority to fix the following terms:
| · | the
designation of the series; |
| · | the
number of shares within the series; |
| · | whether
dividends are cumulative and, if cumulative, the dates from which dividends are cumulative; |
| · | the
rate of any dividends, any conditions upon which dividends are payable, and the dates of
payment of dividends; |
| · | whether
interests in the shares of preferred stock will be represented by depositary shares as more
fully described below under “Description of Depositary Shares”; |
| · | whether
the shares are redeemable, the redemption price and the terms of redemption; |
| · | the
amount payable to you for each share you own if we dissolve or liquidate; |
| · | whether
the shares are convertible or exchangeable, the price or rate of conversion or exchange,
and the applicable terms and conditions; |
| · | any
restrictions on issuance of shares in the same series or any other series; |
| · | voting
rights applicable to the series of preferred stock; and |
| · | any
other rights, priorities, preferences, restrictions or limitations of such series. |
The rights with respect to any shares of our Class C
Preferred Stock will be subordinate to the rights of our general creditors. Shares of our Class C Preferred Stock that we issue
in accordance with their terms will be fully paid and nonassessable, and will not be entitled to preemptive rights unless specified in
the applicable prospectus supplement.
Our ability to issue preferred stock, or rights
to purchase such shares, could discourage an unsolicited acquisition proposal. For example, we could impede a business combination by
issuing a series of preferred stock containing class voting rights that would enable the holders of such preferred stock to block a business
combination transaction. Alternatively, we could facilitate a business combination transaction by issuing a series of preferred stock
having sufficient voting rights to provide a required percentage vote of the stockholders. Additionally, under certain circumstances,
our issuance of preferred stock could adversely affect the voting power of the holders of our common stock. Although our board of directors
is required to make any determination to issue any preferred stock based on its judgment as to the best interests of our stockholders,
our board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority,
of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over
prevailing market prices of such stock.
Our board of directors does not at present intend
to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or applicable stock
exchange requirements.
Terms of the Preferred Stock That We May Offer and Sell
to You
We summarize below some of the provisions that
will apply to the preferred stock that we may offer to you unless the applicable prospectus supplement provides otherwise. This summary
may not contain all information that is important to you. You should read the prospectus supplement, which will contain additional information
and which may update or change some of the information below. Prior to the issuance of a new series of preferred stock, we will further
amend our third restated certificate of incorporation, as amended, designating the stock of that series and the terms of that series.
We will file a copy of the certificate of designation that contains the terms of each new series of preferred stock with the SEC each
time we issue a new series of preferred stock. Each certificate of designation will establish the number of shares included in a designated
series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications,
limitations or restrictions. You should refer to the applicable certificate of designation as well as our third restated certificate
of incorporation, as amended, before deciding to buy shares of our preferred stock as described in the applicable prospectus supplement.
Our board of directors has the authority, without
further action by the stockholders, to issue preferred stock in one or more series and to fix the number of shares, dividend rights,
conversion rights, voting rights, redemption rights, liquidation preferences, sinking funds, and any other rights, preferences, privileges
and restrictions applicable to each such series of preferred stock.
The issuance of any preferred stock could adversely
affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. The ability of our board of directors
to issue preferred stock could discourage, delay or prevent a takeover or other corporate action.
The terms of any particular series of preferred
stock will be described in the prospectus supplement relating to that particular series of preferred stock, including, where applicable:
| · | the
designation, stated value and liquidation preference of such preferred stock; |
| · | the
number of shares within the series; |
| · | the
dividend rate or rates (or method of calculation), the date or dates from which dividends
shall accrue, and whether such dividends shall be cumulative or noncumulative and, if cumulative,
the dates from which dividends shall commence to cumulate; |
| · | whether
interests in the shares of preferred stock will be represented by depositary shares as more
fully described below under “Description of Depositary Shares”; |
| · | any
redemption or sinking fund provisions; |
| · | the
amount that shares of such series shall be entitled to receive in the event of our liquidation,
dissolution or winding-up; |
| · | the
terms and conditions, if any, on which shares of such series shall be convertible or exchangeable
for shares of our stock of any other class or classes, or other series of the same class; |
| · | the
voting rights, if any, of shares of such series; |
| · | the
status as to reissuance or sale of shares of such series redeemed, purchased or otherwise
reacquired, or surrendered to us on conversion or exchange; |
| · | the
conditions and restrictions, if any, on the payment of dividends or on the making of other
distributions on, or the purchase, redemption or other acquisition by us or any subsidiary,
of the common stock or of any other class of our shares ranking junior to the shares of such
series as to dividends or upon liquidation; |
| · | the
conditions and restrictions, if any, on the creation of indebtedness by us or by any subsidiary,
or on the issuance of any additional stock ranking on a parity with or prior to the shares
of such series as to dividends or upon liquidation; and |
| · | any
additional dividend, liquidation, redemption, sinking or retirement fund and other rights,
preferences, privileges, limitations and restrictions of such preferred stock. |
The description of the terms of a particular series
of preferred stock in the applicable prospectus supplement will not be complete. You should refer to the applicable amendment to our
third restated certificate of incorporation, as amended, for complete information regarding a series of preferred stock.
The preferred stock will, when issued against
payment of the consideration payable therefor, be fully paid and nonassessable. Unless otherwise specified in the applicable prospectus
supplement, each series of preferred stock will, upon issuance, rank senior to the common stock and on a parity in all respects with
each other outstanding series of preferred stock. The rights of the holders of our preferred stock will be subordinate to that of our
general creditors.
DESCRIPTION OF WARRANTS
We summarize below some of the provisions that
will apply to the warrants unless the applicable prospectus supplement provides otherwise. This summary may not contain all information
that is important to you. The complete terms of the warrants will be contained in the applicable warrant certificate and warrant agreement.
These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus
is a part. You should read the warrant certificate and the warrant agreement. You should also read the prospectus supplement, which will
contain additional information and which may update or change some of the information below.
General
We may issue, together with other securities or
separately, warrants to purchase common stock, preferred stock or other securities. We may issue the warrants under warrant agreements
to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the applicable prospectus supplement.
The warrant agent would act solely as our agent in connection with the warrants of the series being offered and would not assume any
obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The applicable prospectus supplement will describe
the following terms, where applicable, of warrants in respect of which this prospectus is being delivered:
| · | the
title of the warrants; |
| · | the
designation, amount and terms of the securities for which the warrants are exercisable and
the procedures and conditions relating to the exercise of such warrants; |
| · | the
designation and terms of the other securities, if any, with which the warrants are to be
issued and the number of warrants issued with each such security; |
| · | the
price or prices at which the warrants will be issued; |
| · | the
aggregate number of warrants; |
| · | any
provisions for adjustment of the number or amount of securities receivable upon exercise
of the warrants or the exercise price of the warrants; |
| · | the
price or prices at which the securities purchasable upon exercise of the warrants may be
purchased; |
| · | if
applicable, the date on and after which the warrants and the securities purchasable upon
exercise of the warrants will be separately transferable; |
| · | if
applicable, a discussion of the material U.S. federal income tax considerations applicable
to the warrants; |
| · | any
other terms of the warrants, including terms, procedures and limitations relating to the
exchange and exercise of the warrants; |
| · | the
date on which the right to exercise the warrants shall commence and the date on which the
right shall expire; |
| · | if
applicable, the maximum or minimum number of warrants which may be exercised at any time; |
| · | the
identity of the warrant agent; |
| · | any
mandatory or optional redemption provision; |
| · | whether
the warrants are to be issued in registered or bearer form; |
| · | whether
the warrants are extendible and the period or periods of such extendibility; |
| · | information
with respect to book-entry procedures, if any; and |
| · | any
other terms of the warrants. |
Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends,
if any, or payments upon our liquidation, dissolution or winding-up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder thereof to
purchase such number of shares of common stock or preferred stock or other securities at the exercise price as will in each case be set
forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close
of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the
warrants offered thereby. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust
office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward
the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.
Enforceability of Rights of Holders of Warrants
Each warrant agent will act solely as our agent
under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant.
A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility
in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant
agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable
upon exercise of, that holder’s warrant(s).
Modification of the Warrant Agreement
The warrant agreement will permit us and the warrant
agent, without the consent of the warrant holders, to supplement or amend the agreement in the following circumstances:
| · | to
correct or supplement any provision which may be defective or inconsistent with any other
provisions; or |
| · | to
add new provisions regarding matters or questions that we and the warrant agent may deem
necessary or desirable and which do not adversely affect the interests of the warrant holders. |
DESCRIPTION OF DEPOSITARY
SHARES
We summarize below some of the provisions that
will apply to depositary shares unless the applicable prospectus supplement provides otherwise. This summary may not contain all information
that is important to you. The complete terms of the depositary shares will be contained in the depositary agreement and depositary receipt
applicable to any depositary shares. These documents have been or will be included or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part. You should read the depositary agreement and the depositary receipt. You should also read
the prospectus supplement, which will contain additional information and which may update or change some of the information below.
General
We may, at our option, elect to offer fractional
or multiple shares of common stock or preferred stock, rather than single shares of common stock or preferred stock (to be set forth
in the prospectus supplement relating to such depositary shares). In the event we elect to do so, depositary receipts evidencing depositary
shares will be issued to the public.
The shares of common stock or any class or series
of preferred stock represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us,
and the holders of the depositary receipts. The depositary will be a bank or trust company having its principal office in the United
States and having a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fraction of a share of common stock or preferred stock represented
by such depositary share, to all the rights and preferences of the shares of common stock or preferred stock represented by the depositary
share, including dividend, voting, redemption and liquidation rights.
The depositary shares will be evidenced by depositary
receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional
shares of common stock or the related class or series of preferred shares in accordance with the terms of the offering described in the
related prospectus supplement.
DESCRIPTION OF UNITS
We may issue units comprised of one or more of
the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:
| · | the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| · | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units; |
| · | the
terms of the unit agreement governing the units; |
| · | United
States federal income tax considerations relevant to the units; and |
| · | whether
the units will be issued in fully registered global form. |
This summary of certain general terms of units
and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified in their
entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements
relating to such units. The forms of the unit agreements and other documents relating to a particular issue of units will be filed with
the SEC each time we issue units, and you should read those documents for provisions that may be important to you.
PLAN OF DISTRIBUTION
We may sell the securities covered hereby from
time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades or a combination
of these methods. A distribution of the securities offered by this prospectus may also be effected through the issuance of derivative
securities, including without limitation, warrants and subscriptions. We may sell the securities to or through underwriters or dealers,
through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
| · | at
a fixed price or prices, which may be changed; |
| · | at
market prices prevailing at the time of sale; |
| · | at
prices related to such prevailing market prices; |
| · | at
varying prices determined at the time of sale; or |
We may also sell equity securities covered by
this prospectus in “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act. Such offerings
may be made into an existing trading market for such securities in transactions at other than a fixed price on or through the facilities
of the Nasdaq Capital Market or any other securities exchange or quotation or trading service on which such securities may be listed,
quoted or traded at the time of sale.
A prospectus supplement or supplements will describe
the terms of the offering of the securities, including:
| · | the
name or names of the underwriters, dealers or agents participating in the offering, if any; |
| · | the
purchase price of the securities sold by us to any underwriter or dealer and the net proceeds
we expect to receive from the offering; |
| · | any
over-allotment options under which underwriters may purchase additional securities from us; |
| · | any
agency fees or underwriting discounts or commissions and other items constituting agents’
or underwriters’ compensation; |
| · | any
public offering price; |
| · | any
discounts or concessions allowed or reallowed or paid to dealers; and |
| · | any
securities exchange or market on which the securities may be listed. |
Only underwriters named in the prospectus supplement
will be underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will
acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public
offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will
be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters
will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment
option. Any public offering price and any discounts or commissions or concessions allowed or reallowed or paid to dealers may change
from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement,
naming the underwriter, the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions
and other compensation we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent
will act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit
offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification
against civil liabilities related to this offering, including liabilities under the Securities Act, or contribution with respect to payments
that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with,
or perform services for, us in the ordinary course of business.
All securities we may offer, other than common
stock, will be new issues of securities with no established trading market. Any agents or underwriters may make a market in these securities,
but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity
of the trading markets for any securities. There is currently no market for any of the offered securities, other than our common stock,
which is listed on the Nasdaq Capital Market. We have no current plans for listing of the preferred stock, warrants or subscription rights
on any securities exchange or quotation system; any such listing with respect to any particular preferred stock, warrants or subscription
rights will be described in the applicable prospectus supplement or other offering materials, as the case may be.
Any underwriter may engage in overallotment, stabilizing
transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Overallotment involves
sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities
in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to
cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.
Any agents and underwriters who are qualified
market makers on the Nasdaq Capital Market may engage in passive market making transactions in the securities on the Nasdaq Capital Market
in accordance with Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales
of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market
makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security;
if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then
be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level
above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the securities offered hereby will be passed upon for us by Lowenstein Sandler LLP, New York, New York. If
the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel
for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
EXPERTS
The financial statements and management’s
assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on
Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a registration statement
on Form S-3, including exhibits, under the Securities Act of which this prospectus forms a part. This prospectus does not contain
all of the information set forth in the registration statement. This prospectus contains descriptions of certain agreements or documents
that are exhibits to the registration statement. The statements as to the contents of such exhibits, however, are brief descriptions
and are not necessarily complete, and each statement is qualified in all respects by reference to such agreement or document. For further
information about us, please refer to the registration statement and the documents incorporated by reference in this prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at http://www.sec.gov. The SEC’s website contains reports, proxy statements and other information regarding issuers,
such as Celldex Therapeutics, Inc., that file electronically with the SEC. We make available free of charge through our web site
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule
14A and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished
to the SEC. Our website address is http://www.celldextherapeutics.com. Please note that our website address is provided as an
inactive textual reference only. Information contained on or accessible through our website is not part of this prospectus or the prospectus
supplement, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in
this prospectus or the prospectus supplement.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus the information we have filed with the SEC, which means that we can disclose important information to you by referring
you to those documents. Any information that we file subsequently with the SEC will automatically update this prospectus. We incorporate
by reference into this prospectus the information contained in the documents listed below, which is considered to be a part of this prospectus:
| · | our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the
SEC on February 28, 2023; |
| · | the
information in our Definitive
Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2023, but
only to the extent incorporated by reference into our Annual Report on Form 10-K for
the year ended December 31, 2022; |
| · | our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30,
2023 and September 30, 2023, filed with the SEC on May 4,
2023, August 8,
2023 and November 2,
2023, respectively; |
We also incorporate by reference all documents
we file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (a) after the initial filing date of the registration
statement of which this prospectus is a part and before the effectiveness of the registration statement and (b) after the effectiveness
of the registration statement and before the filing of a post-effective amendment that indicates that the securities offered by this
prospectus have been sold or that deregisters the securities covered by this prospectus then remaining unsold. The most recent information
that we file with the SEC automatically updates and supersedes older information. The information contained in any such filing will be
deemed to be a part of this prospectus, commencing on the date on which the document is filed.
Nothing in this prospectus shall be deemed to
incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01 of Form 8-K.
We will furnish without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any documents incorporated
by reference other than exhibits to those documents. Requests should be addressed to:
Corporate Secretary
Celldex Therapeutics, Inc.
Perryville III Building, 53 Frontage Road, Suite 220,
Hampton, New Jersey 08827
(908) 200-7500
Any statement contained in this prospectus or
in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You should rely only on information contained
in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from
that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in
any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to
be borne by Celldex Therapeutics, Inc., in connection with the offerings described in this Registration Statement.
Registration fee - Securities and
Exchange Commission | |
| (1 | ) |
Printing and engraving expenses | |
$ | (2 | ) |
Legal fees and expenses | |
$ | (2 | ) |
Accounting fees and expenses | |
$ | (2 | ) |
Transfer agent fees and expenses | |
$ | (2 | ) |
Miscellaneous | |
$ | (2 | ) |
Total | |
|     (2 | ) |
(1) In accordance with Rules 456(b) and 457(r) under
the Securities Act of 1933, as amended, we are deferring payment of the registration fee for the securities offered.
(2) The applicable prospectus supplement will set forth the estimated
aggregate amount of expenses payable in respect of any offering of securities.
ITEM 15. Indemnification of Directors and Officers.
Celldex is a Delaware corporation. In accordance
with the Delaware General Corporation Law (the “DGCL”), Article Six of the Registrant’s Third Restated Certificate
of Incorporation, as amended, provides that no director of the Registrant shall be personally liable for monetary damages to the Registrant
or its stockholders for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s
duty of loyalty to Celldex or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
The DGCL permits, but does not require, a corporation
to indemnify its directors, officers, employees or agents and expressly provides that the indemnification provided for under the DGCL
shall not be deemed exclusive of any indemnification right under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The DGCL permits indemnification against expenses and certain other liabilities arising out of legal actions brought or
threatened against such persons for their conduct on behalf of the corporation, provided that each such person acted in good faith and
in a manner that he or she reasonably believed was in or not opposed to the corporation’s best interests and in the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful. The DGCL does not allow indemnification of directors
in the case of an action by or in the right of the corporation (including stockholder derivative suits) unless the directors successfully
defend the action or indemnification is ordered by the court. The Second Amended and Restated Bylaws of Celldex (the “Bylaws”)
provide for indemnification to the directors, officers, employees and agents of Celldex consistent with that authorized by the DGCL.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors and officers
of Celldex pursuant to the foregoing provision or otherwise, Celldex has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the Securities Exchange Act of 1934, as amended, and is therefore,
unenforceable.
Celldex currently carries a directors’ and
officers’ liability insurance policy which provides for payment of expenses of Celldex’s directors and officers in connection
with threatened, pending or completed actions, suits or proceedings against them in their capacities as directors and officers, in accordance
with the Bylaws and the DGCL
We have entered into indemnification agreements
with each of our directors and executive officers and certain other key employees. The indemnification agreements provide that we will
indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director,
executive officer, or other key employee because of his status as one of our directors, executive officers or other key employees, to
the fullest extent permitted by Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws.
In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses
incurred by our directors, executive officers and other key employees in connection with a legal proceeding.
We maintain insurance policies that indemnify
our directors and officers against various liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, and
the Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.
ITEM 16. Exhibits.
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein.
ITEM 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference herein into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date;
(5) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference herein in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Celldex Therapeutics, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hampton, State of New Jersey, on the 3rd day of November, 2023.
|
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CELLDEX THERAPEUTICS, INC. |
|
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|
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By: |
/s/ ANTHONY S. MARUCCI |
|
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Anthony
S. Marucci President and Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Anthony S. Marucci and Sam Martin, or any one of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement
on Form S-3 and any subsequent registration filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
Signature
|
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Title
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Date
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/s/ ANTHONY S. MARUCCI |
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President, Chief Executive
Officer and Director |
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November 3, 2023 |
Anthony S. Marucci |
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(Principal Executive Officer) |
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/s/ SAM MARTIN |
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Chief Financial Officer,
Senior Vice President and Treasurer |
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November 3, 2023 |
Sam Martin |
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(Principal Financial and Accounting Officer) |
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/s/ KAREN L. SHOOS |
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Director,
Chair of the Board of Directors |
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November 3, 2023 |
Karen L. Shoos |
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/s/ KEITH L. BROWNLIE |
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Director
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November 3, 2023 |
Keith L. Brownlie |
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/s/ CHERYL L. COHEN |
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Director
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November 3, 2023 |
Cheryl L. Cohen |
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/s/ HERBERT J. CONRAD |
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Director
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November 3, 2023 |
Herbert J. Conrad |
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/s/ RITA I. JAIN, M.D. |
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Director
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November 3, 2023 |
Rita I. Jain, M.D. |
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/s/ JAMES J. MARINO |
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Director
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November 3, 2023 |
James J. Marino |
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/s/ GARRY A. NEIL, M.D. |
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Director
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November 3, 2023 |
Garry A. Neil, M.D. |
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/s/ HARRY H. PENNER, JR. |
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Director
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November 3, 2023 |
Harry H. Penner, Jr. |
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Exhibit 5.1
[Lowenstein Sandler LLP letterhead]
November 3, 2023
Celldex Therapeutics, Inc.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
Re: Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We
have acted as counsel to Celldex Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with its
filing of a shelf registration statement on Form S-3 (the “Registration Statement”), including the base prospectus
constituting a part there of (the “Base Prospectus”), to which this opinion is attached, filed with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
We have been requested by the Company to render this opinion in connection with the filing of the Registration Statement.
The Base Prospectus provides that it
will be supplemented in the future by one or more supplements to the Base Prospectus (each a “Prospectus Supplement”). The
Base Prospectus, as supplemented by various Prospectus Supplements, will provide for the registration by the Company of (i) shares of
preferred stock, par value $0.01 per share, in one or more series or classes (the “Preferred Stock”), (ii) shares of common
stock, par value $0.001 per share, (the “Common Stock”), (iii) warrants to purchase Common Stock or Preferred Stock (the “Warrants”),
(iv) depositary shares (evidenced by depositary receipts) representing fractional interests in shares of Common Stock or Preferred Stock
(the “Depositary Shares”), or (v) units composed of the foregoing (the “Units”). The Preferred Stock, Common Stock,
Warrants, Depositary Shares and the Units are collectively referred to herein as the “Securities.” The Preferred Stock may
be exchangeable for and/or convertible into shares of Common Stock or another series of Preferred Stock. The Units may be exchangeable
and/or settled into the Securities comprising the Units.
In rendering our opinion, we have reviewed
the Registration Statement and the exhibits thereto. We have also reviewed such corporate documents and records of the Company, such certificates
of public officials and officers of the Company and such other matters as we have deemed necessary or appropriate for purposes of this
opinion.
Except to the extent we opine as to
the binding effect of certain documents as set forth in paragraphs 3, 4 and 5 below, we have assumed that all documents referenced below
are the valid and binding obligations of and enforceable against the parties thereto. We have also assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the conformity to authentic original documents of all documents submitted
to us as certified, conformed or photostatic copies and the legal capacities of all natural persons.
Based on the foregoing, and subject
to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
1.
(a) When a new class or series of Preferred Stock has
been duly established in accordance with the terms of the restated certificate of incorporation of the Company, as amended (“Charter”),
the by-laws of the Company (“Bylaws”) and applicable law (in the event that the Preferred Stock is a new class or series
of Preferred Stock), and upon adoption by the Board of Directors of the Company of a resolution in form and content as required by applicable
law, and (b) assuming that appropriate certificates of amendment to the Company’s Charter relating to such class or series of Preferred
Stock have been duly approved by the Company’s Board of Directors and been filed with and accepted for record by the State of Delaware,
and (c) assuming that the Registration Statement and any required post-effective amendment(s) thereto and any and all Prospectus Supplement(s)
required by applicable laws have become effective under the Securities Act, and (d) assuming that upon the issuance of such Preferred
Stock, the total number of issued and outstanding shares of the applicable class or series of Preferred Stock will not exceed the total
number of shares of Preferred Stock or the number of shares of such class or series of Preferred Stock that the Company is then authorized
to issue under its Charter, then upon issuance and delivery of and payment for such shares in the manner contemplated by the Registration
Statement, the Base Prospectus and the related Prospectus Supplement(s) and by such resolution, such shares of such class or series of
Preferred Stock (including any Preferred Stock duly issued upon (i) the exchange or conversion of any shares of Preferred Stock that
are exchangeable or convertible into another class or series of Preferred Stock, (ii) the exercise of any duly issued Warrants exercisable
for Preferred Stock, or (iii) the exchange or settlement of Units that are exchangeable or able to be settled for Preferred Stock), will
be validly issued, fully paid and non-assessable.
2.
(a) Upon adoption by the Board of Directors of the Company
of a resolution in form and content as required by applicable law authorizing the issuance and sale of Common Stock, and (b) assuming
that the Registration Statement and any required post-effective amendment(s) thereto and any and all Prospectus Supplement(s) required
by applicable laws have become effective under the Securities Act, and (c) assuming that upon the issuance of such Common Stock, the
total number of issued and outstanding shares of Common Stock will not exceed the total number of shares of Common Stock that the Company
is then authorized to issue under its Charter, then upon issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s) and by such resolution, such shares of Common
Stock being issued by the Company (including any Common Stock duly issued upon (i) the exchange or conversion of any shares of Preferred
Stock that are exchangeable or convertible into Common Stock, (ii) the exercise of any duly issued Warrants exercisable for Common Stock,
or (iii) the exchange or settlement of Units that are exchangeable or able to be settled for Common Stock), will be validly issued, fully
paid and non-assessable.
3.
(a) When a warrant agreement relating to the
Warrants has been duly authorized (the “Warrant Agreement”), executed and delivered and the Warrants and the securities
of the Company for which the Warrants will be exercisable have been duly authorized by the Company’s Board of Directors, and
(b) assuming that the terms of the Warrants and of their issuance and sale have been duly established in conformity with the
Company’s Charter and Bylaws and the Warrant Agreement, and (c) assuming that the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s) required by applicable laws have all become effective
under the Securities Act, and (d) assuming that the terms of the Warrants as executed and delivered are as described in the
Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), and (e) assuming that the Warrants, as
executed and delivered, do not violate any law applicable to the Company or result in a default under or breach of any agreement or
instrument binding upon the Company, and (f) assuming that the Warrants as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or governmental or regulatory body having jurisdiction
over the Company, and (g) assuming that the Warrants are then issued and sold as contemplated in the Registration Statement, the
Base Prospectus and the Prospectus Supplement(s), then upon issuance of and delivery of and payment for such Warrants in the manner
contemplated by the Registration Statement, the Base Prospectus and the related Prospectus Supplement and the Warrant Agreement and
by such resolution, the Warrants (including any Warrants issued upon the exchange or settlement of Units that are exchangeable or
able to be settled for Warrants) will constitute valid and binding obligations of the Company.
4.
(a) When a depositary agreement relating to the Depositary
Shares has been duly authorized (the “Depositary Agreement”), executed and delivered and the Depositary Shares have been duly
authorized by the Company’s Board of Directors, and (b) assuming that the terms of the Depositary Shares and of their issuance and
sale have been duly established in conformity with the Company’s Charter and Bylaws and the Depositary Agreement, and (c) assuming
that the Registration Statement and any required post-effective amendment thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and (d) assuming that the terms of the Depositary Shares as executed
and delivered are as described in the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), and (e) assuming
that the Depositary Shares, as executed and delivered, do not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, and (f) assuming that the Depositary Shares as executed and delivered
comply with all requirements and restrictions, if any, applicable to the Company, whether imposed by any court or governmental or regulatory
body having jurisdiction over the Company, and (g) assuming the depositary receipts evidencing the Depositary Shares have been duly issued
against the deposit of the Common Stock or Preferred Stock in accordance with the Depositary Agreement and issued and sold as contemplated
in the Registration Statement, the Base Prospectus and the Prospectus Supplement(s), then upon issuance of and delivery of and payment
for such Depositary Shares in the manner contemplated by the Registration Statement, the Base Prospectus and the related Prospectus Supplement
and by such resolution, the depositary receipts evidencing Depositary Shares (including any depositary receipts evidencing Depositary
Shares issued upon the exchange or settlement of Units exchangeable or able to be settled for Depositary Shares) will entitle holders
thereof to the rights specified in the Depositary Agreement.
5.
(a) When a unit agreement relating to the Units has been
duly authorized (the “Unit Agreement”), executed and delivered and the Units have been duly authorized by the Company’s
Board of Directors, and (b) assuming that the terms of the Units and of their issuance and sale have been duly established in conformity
with the Unit Agreement, and (c) assuming that the Registration Statement and any required post-effective amendment thereto and any and
all Prospectus Supplement(s) required by applicable laws have all become effective under the Securities Act, and (d) assuming that the
terms of the Units as executed and delivered are as described in the Registration Statement, the Base Prospectus and the related Prospectus
Supplement(s), and (e) assuming that the Units, as executed and delivered, do not violate any law applicable to the Company or result
in a default under or breach of any agreement or instrument binding upon the Company, and (f) assuming that the Units as executed and
delivered comply with all requirements and restrictions, if any, applicable to the Company, whether imposed by any court or governmental
or regulatory body having jurisdiction over the Company, and (g) assuming that the Units are then issued and sold as contemplated in the
Registration Statement, the Base Prospectus and the Prospectus Supplement(s), then upon issuance of and delivery of and payment for such
Units in the manner contemplated by the Registration Statement, the Base Prospectus and the related Prospectus Supplement and the Unit
Agreement and by such resolution, the Units will constitute valid and binding obligations of the Company.
The opinions set forth above are
subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of
creditors; (ii) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable
remedies), regardless of whether considered in a proceeding at law or in equity, (iii) the effect of public policy considerations
that may limit the rights of the parties to obtain further remedies, (iv) we express no opinion with respect to the enforceability
of provisions relating to choice of law, choice of venue, jurisdiction or waivers of jury trial, and (v) we express no opinion with
respect to the enforceability of any waiver of any usury defense.
To the extent that the obligations of
the Company with respect to the Securities may be dependent on such matters, we assume for purposes of this opinion that the other party
under the Warrant Agreement for any Warrants, under the Unit Agreement for any Units and under the Deposit Agreement for any Depository
Shares, namely the warrant agent, the unit agent or the depositary, respectively, is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization; that such other party is duly qualified to engage in the activities contemplated by
such Warrant Agreement, Unit Agreement or Deposit Agreement, as applicable; that such Warrant Agreement, Unit Agreement or Deposit Agreement
has been duly authorized, executed and delivered by such other party and constitutes the legally valid, binding and enforceable obligation
of such other party, enforceable against such other party in accordance with its terms; that such other party is in compliance, generally
and with respect to performance of its obligations under such Warrant Agreement, Unit Agreement, or Deposit Agreement, as applicable,
with all applicable laws and regulations; and that such other party has the requisite organizational and legal power and authority to
perform its obligations under such Warrant Agreement, Unit Agreement or Deposit Agreement, as applicable.
Our opinion is limited to the federal
laws of the United States and to the Delaware General Corporation law. We express no opinion as to the effect of the law of any other
jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the
effect thereof on the opinions expressed herein) that hereafter may come to our attention.
We hereby consent to the filing of this
opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act and to the use of our name therein and in the related Base Prospectus and any Prospectus Supplement under
the caption “Legal Matters.” 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 promulgated thereunder.
Very truly yours,
LOWENSTEIN SANDLER LLP
/s/ 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-3 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. We also consent to the reference to us under the heading “Experts”
in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, MA
November 3, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-3ASR
(Form Type)
Celldex Therapeutics, Inc.
(Exact Name of Each Registrant as Specified in
its Charter)
Table 1: Newly Registered and Carry Forward
Securities
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Security
Type |
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Security
Class Title |
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Fee
Calculation
or Carry
Forward
Rule |
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Amount
Registered |
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Proposed
Maximum
Offering
Price Per
Unit |
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Maximum
Aggregate
Offering
Price |
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Fee
Rate |
Amount of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward File
Number |
Carry
Forward
Initial
Effective
Date |
Filing Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward |
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Fees to Be Paid |
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Equity |
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Common Stock, par value $0.001 per share |
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Rule 456(b) and Rule 457(r) |
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(1) |
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(1) |
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(1) |
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(2) |
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(2) |
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Fees to Be Paid |
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Equity |
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Preferred Stock, par value $0.01 per share |
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Rule 456(b) and Rule 457(r) |
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(1) |
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(1) |
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(1) |
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(2) |
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(2) |
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Fees to Be Paid |
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Other |
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Warrants |
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Rule 456(b) and Rule 457(r) |
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(1) |
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(1) |
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(1) |
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(2) |
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(2) |
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Fees to Be Paid |
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Other |
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Depositary Shares |
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(1) |
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(1) |
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(1) |
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(2) |
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(2) |
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Fees to Be Paid |
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Other |
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Units |
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Rule 456(b) and Rule 457(r) |
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(1) |
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(1) |
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(1) |
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(2) |
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(2) |
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Fees Previously Paid |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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Carry Forward Securities |
Carry Forward Securities |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
N/A |
N/A |
N/A |
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Total Offering Amounts |
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N/A |
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N/A |
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Total Fees Previously Paid |
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N/A |
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|
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Total Fee Offsets |
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N/A |
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|
|
|
|
|
|
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Net Fee Due |
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N/A |
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(1) |
An indeterminate aggregate initial offering price and number of securities of each identified class is being registered as may from time to time be offered, issued or sold at indeterminate prices. In addition, an indeterminate number of securities that may be issued upon exercise, settlement, conversion or exchange of any offered securities, or pursuant to anti-dilution adjustments, is being registered. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.. |
(2) |
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the Registrant is deferring payment of the entire registration fee. Any registration fees will be paid subsequently on a “pay-as-you-go” basis. |
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