Celldex (NASDAQ: CLDX) raises $300M in new common stock sale
Rhea-AI Filing Summary
Celldex Therapeutics entered an underwriting agreement for a public offering of 10,345,000 shares of common stock at $29.00 per share. The company expects gross proceeds of about $300 million and net proceeds of approximately $282 million, before any exercise of the underwriters’ option.
The underwriters have a 30-day option to buy up to an additional 1,551,750 shares at the same price, and the deal is expected to close on or about April 6, 2026, subject to customary conditions. Celldex plans to use the net proceeds, together with existing cash and investments, to support potential commercial launch of barzolvolimab for CSU in the United States if approved, further clinical and preclinical development of its pipeline, expansion of its bispecific antibody platform, additional pipeline programs, and general corporate purposes.
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Insights
Celldex secures a sizable equity raise to fund late-stage pipeline work.
Celldex is conducting an underwritten offering of 10,345,000 shares at $29.00 per share, targeting gross proceeds of about $300 million and net proceeds near $282 million. A 30-day option lets underwriters buy up to 1,551,750 additional shares.
Management plans to direct proceeds to commercial readiness and a potential U.S. launch of barzolvolimab for CSU, continued clinical and preclinical development, expansion of its bispecific antibody platform, pipeline growth, and general corporate needs. The deal is made off an existing shelf registration and is expected to close around April 6, 2026, subject to customary conditions.
8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
underwritten public offering financial
shelf registration statement regulatory
prospectus supplement regulatory
forward-looking statements regulatory
commercial launch financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026, Celldex Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale of 10,345,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at a price to the public of $29.00 per share (the “Offering”). The net proceeds to the Company from the Offering are expected to be approximately $282 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on or about April 6, 2026, subject to customary closing conditions. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up to 1,551,750 additional shares of Common Stock at the purchase price per Share to be paid by the Underwriters (the “Option”).
The Offering is being made pursuant to a prospectus supplement, dated April 1, 2026 (the “Prospectus Supplement”), to be filed with the Securities and Exchange Commission (the “SEC”), and an accompanying base prospectus that forms a part of the Company’s automatically effective shelf registration statement on Form S-3 (File No. 333-275300) previously filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the opinion of Lowenstein Sandler LLP relating to the legality of the issuance and sale of Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On April 1, 2026, the Company issued a press release regarding the launch of the Offering. On April 1, 2026, the Company also issued a press release announcing that it had priced the Offering. Copies of the launch press release and pricing press release are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Forward-Looking Statements
Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering, the amount of proceeds expected from the Offering and the potential exercise by the Underwriters of the Option. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to the closing of the Offering on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings, including in its annual filing on Form 10-K filed with the SEC on February 25, 2026 and the Prospectus Supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated April 1, 2026, by and among Celldex Therapeutics, Inc. and Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Lowenstein Sandler LLP | |
| 23.1 | Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release dated April 1, 2026 | |
| 99.2 | Press Release dated April 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELLDEX THERAPEUTICS, INC. | ||
| Dated: April 2, 2026 | By: | /s/ Sam Martin |
| Name: | Sam Martin | |
| Title: | Senior Vice President and Chief Financial Officer | |
Exhibit 99.1
Celldex Announces Proposed Public Offering of Common Stock
HAMPTON, N.J., April 1, 2026 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the “Company”) (Nasdaq: CLDX) today announced that it has commenced an underwritten public offering for the sale of shares of its common stock. In addition, Celldex expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock offered in the offering. All of the shares of common stock are being offered by the Company. The final terms of the offering will depend on market and other conditions at the time of pricing, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Celldex currently intends to use the net proceeds of this offering, together with our existing cash, cash equivalents, and marketable securities, (i) to fund ongoing commercial readiness activities and the commercial launch of barzolvolimab, if approved, for the treatment of CSU in the United States, (ii) to continue the clinical and preclinical development of our product candidates, including current and future development of barzolvolimab, (iii) to grow our bispecific antibody platform and clinical candidates, (iv) to fund ongoing efforts to develop additional clinical pipeline product candidates and (v) for general corporate purposes.
Leerink Partners and TD Cowen are acting as joint bookrunning managers for the proposed offering.
The securities described above will be offered pursuant to 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. This offering will be made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov, copies of which may be obtained, when available, 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 TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
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
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 and the satisfaction of customary closing conditions related to the offering and uncertainties related to the Company’s expectations regarding the completion, timing and size of the proposed offering. 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 preliminary 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, 2025.
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
Exhibit 99.2
Celldex Announces Pricing of $300 Million Public Offering of Common Stock
HAMPTON, N.J., April 1, 2026 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the “Company”) (Nasdaq: CLDX) today announced the pricing of an underwritten public offering of 10,345,000 shares of its common stock at a public offering price of $29.00 per share. All of the shares to be sold in the offering are to be sold by Celldex. In connection with the offering, Celldex has also granted the underwriters a 30-day option to purchase up to an additional 1,551,750 shares of common stock at the public offering price, less the underwriting discounts and commissions. The Company expects to receive gross proceeds from the offering, excluding the exercise of the underwriters’ option, if any, of approximately $300 million, excluding the underwriting discounts and commissions and other offering-related expenses. The offering is expected to close on or about April 6, 2026, subject to customary closing conditions.
Celldex intends to use the net proceeds of this offering, together with our existing cash, cash equivalents, and marketable securities, (i) to fund ongoing commercial readiness activities and the commercial launch of barzolvolimab, if approved, for the treatment of CSU in the United States, (ii) to continue the clinical and preclinical development of our product candidates, including current and future development of barzolvolimab, (iii) to grow our bispecific antibody platform and clinical candidates, (iv) to fund ongoing efforts to develop additional clinical pipeline product candidates and (v) for general corporate purposes.
Leerink Partners, TD Cowen, Guggenheim Securities and Cantor are acting as joint bookrunning managers for the offering. LifeSci Capital and H.C. Wainwright & Co. are acting as co-lead managers for the offering.
The offering is being made pursuant to 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. This offering is being made only by means of a prospectus supplement and accompanying base prospectus that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. When available, copies of the final 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 TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.
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
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 and the satisfaction of customary closing conditions
related to the offering. 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 preliminary prospectus supplement filed with the SEC, and the documents incorporated by reference therein, including
the Company’s Form 10-K for the year ended December 31, 2025.
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
