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Celldex Therapeutics Announces Closing of Public Offering of Common Stock and Full Exercise of Underwriters’ Option to Purchase Additional Shares

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Celldex Therapeutics, Inc. successfully closed a public offering of 9,798,000 shares of common stock, raising approximately $460.5 million. The offering price per share was $47.00. The underwriters also exercised their option to purchase an additional 1,278,000 shares. Leerink Partners, TD Cowen, Guggenheim Securities, and Cantor were the joint bookrunning managers for the offering.
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The completion of Celldex Therapeutics' underwritten public offering, including the full exercise of the underwriters' option, indicates robust market demand for the company's shares. The gross proceeds of approximately $460.5 million provide Celldex with a substantial capital influx, which could be allocated to various strategic initiatives such as research and development, commercialization efforts, or potential acquisitions. Investors should note that the offering price of $47.00 per share serves as a temporary benchmark for the company's valuation in the market.

From a financial perspective, the involvement of multiple reputable financial institutions as joint bookrunning managers and co-lead managers suggests a high level of confidence in the transaction. The capital raised may positively influence Celldex's balance sheet, enabling the company to pursue growth opportunities or strengthen its financial position against operational risks.

However, current shareholders might experience dilution of their holdings due to the increase in the number of outstanding shares. The long-term impact on the stock price will depend on how effectively the company deploys the raised capital towards generating revenue and achieving profitability.

The successful public offering by Celldex Therapeutics is indicative of a positive reception by the investment community, potentially reflecting investor optimism about the company's future prospects. The offering's timing and the price point may also suggest favorable market conditions for biotechnology firms seeking to raise capital.

It is essential to consider the competitive landscape of the biotech sector and how additional funds might enable Celldex to accelerate its pipeline development or enhance its market position. The capital infusion could support ongoing clinical trials or the expansion of the company's product portfolio, which may lead to new partnerships or collaborations within the industry.

Stakeholders should monitor the company's subsequent announcements regarding the specific use of proceeds, as this will provide further insight into Celldex's strategic direction and potential impact on its market share and growth trajectory.

The offering was conducted under a shelf registration statement, which allows for a more efficient process in issuing securities over time. This mechanism provides Celldex with the flexibility to react to market conditions and funding needs promptly. Investors should be aware that the registration statement on Form S-3 becoming automatically effective implies that Celldex has met specific regulatory criteria, potentially indicating a level of regulatory compliance and operational readiness.

The absence of any sale of securities in jurisdictions where it would be unlawful prior to registration or qualification underscores the importance of adhering to securities laws and regulations. Compliance with these legal frameworks is crucial for maintaining corporate integrity and investor trust.

Interested parties should review the prospectus supplement and the accompanying base prospectus for a detailed understanding of the offering's terms and conditions, as well as the risks involved. Such documents contain critical information that can affect an investor's decision-making process.

HAMPTON, N.J., March 05, 2024 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the “Company”) (Nasdaq: CLDX) today announced the closing of its previously announced underwritten public offering of 9,798,000 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase an additional 1,278,000 shares of common stock at a public offering price of $47.00 per share. All of the shares sold in the offering were sold by Celldex. The gross proceeds to Celldex from this offering were approximately $460.5 million, excluding underwriting discounts and commissions and other offering-related expenses.

Leerink Partners, TD Cowen, Guggenheim Securities and Cantor acted as the joint bookrunning managers for the offering. LifeSci Capital and H.C. Wainwright & Co. acted as co-lead managers for the offering.

The securities described above were offered and sold by Celldex pursuant to a prospectus supplement and an accompanying base prospectus forming part of a shelf registration statement on Form S-3 (File No. 333-275300), which was previously filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on November 3, 2023, and are available on the SEC’s website located at http://www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com; or Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at Prospectus_ECM@cowen.com or by telephone at (833) 297-2926.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Celldex Therapeutics, Inc.

Celldex is a clinical stage biotechnology company leading the science at the intersection of mast cell biology and the development of transformative therapeutics for patients. Our pipeline includes antibody-based therapeutics which have the ability to engage the human immune system and/or directly affect critical pathways to improve the lives of patients with severe inflammatory, allergic, autoimmune and other devastating diseases.

Forward Looking Statement

This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or similar expressions. These forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct or that those goals will be achieved, and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks associated with market conditions. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company’s prospectus supplement to be filed with the SEC, and the documents incorporated by reference therein, including the Company’s Form 10-K for the year ended December 31, 2023.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact

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

Patrick Till
Meru Advisors
(484) 788-8560
ptill@meruadvisors.com


Celldex Therapeutics offered 9,798,000 shares of common stock in the public offering.

The public offering price per share in Celldex Therapeutics' recent offering was $47.00.

Leerink Partners, TD Cowen, Guggenheim Securities, and Cantor acted as the joint bookrunning managers for Celldex Therapeutics' public offering.

Celldex Therapeutics raised approximately $460.5 million from the public offering.

Yes, the underwriters purchased an additional 1,278,000 shares in Celldex Therapeutics' public offering.
Celldex Therapeutics Inc.

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About CLDX

celldex is developing targeted therapeutics to address devastating diseases for which available treatments are inadequate. our pipeline is built from a proprietary portfolio of antibodies and immunomodulators used alone and in strategic combinations to create novel, disease-specific therapies that induce, enhance or suppress the body's immune response. celldex therapeutics (nasdaq: cldx) was founded based on a fundamental scientific belief that harnessing the power of the immune system would break significant barriers in drug development for a host of devastating diseases. the company's pipeline is comprised of therapeutic antibodies, antibody drug conjugates, immune system modulators and vaccines that we believe have a higher probability of success because they are targeted to specific patient populations with high unmet medical need whose diseases express specific markers, including many underserved or completely un-served orphan indications. this has created a leading pipeline in im