Celldex Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Celldex Therapeutics, Inc. (CLDX) plans to offer $250.0 million of common stock in a public offering, with an option for an additional $37.5 million. The proceeds will fund the development of product candidates, including barzolvolimab, and support the company's clinical pipeline.

Insights

Financial Analyst

A proposed $250 million public stock offering by Celldex Therapeutics is a significant capital-raising event that warrants close scrutiny by investors and market participants. The offering's size, representing a substantial influx of capital, is poised to have a material effect on the company's balance sheet. The allocation of proceeds towards the development of product candidates like barzolvolimab and the expansion of the bispecific antibody platform suggests a strategic move to deepen the company's research pipeline, which could potentially enhance its long-term growth prospects.

However, investors should consider the dilutive effect of such a large offering on existing shares. The additional $37.5 million option for underwriters introduces further potential dilution. The impact on share price can be significant, particularly if the market perceives the offering price as undervalued. The timing and terms of the offering will be crucial, as unfavorable market conditions could affect the pricing and the company's ability to raise the desired funds.

It is also important to note the role of Leerink Partners and TD Cowen as joint bookrunning managers, which lends credibility to the process but also incurs costs that will affect the net proceeds. Investors should monitor the final terms closely, including the offering price relative to current market prices, to assess the immediate financial impact on their holdings.

Biotech Market Analyst

The biotechnology sector is known for its high cash burn rates due to the costly nature of clinical and preclinical development. Celldex's intention to use the proceeds to fund its clinical pipeline, including barzolvolimab, aligns with industry norms where continuous investment is critical for sustaining innovation and reaching key development milestones. The focus on growing its bispecific antibody platform indicates Celldex's commitment to staying at the forefront of cancer immunotherapy, a field that has been garnering significant interest and investment.

Investors should evaluate the company's pipeline's potential market impact, considering the competitive landscape and the addressable market size for their product candidates. The success of barzolvolimab and other pipeline products could lead to significant revenue streams in the future, but this is contingent on clinical success, regulatory approval and effective commercialization strategies.

It is also pertinent to consider the timing of the offering. If it coincides with positive clinical trial data or other favorable company developments, it could be seen as a strategic move to capitalize on heightened investor interest. Conversely, if the offering follows negative news or market downturns, it could be perceived as a necessity to secure funding in challenging times, potentially affecting investor sentiment.

Legal Expert

The legal framework governing public offerings is a critical aspect to ensure compliance and investor protection. The mention of a shelf registration statement on Form S-3 indicates that Celldex has previously filed and automatically received SEC approval to issue securities in the future, providing them with flexibility in timing the market. This is a common practice for public companies seeking efficient access to capital markets.

Prospective investors should review the preliminary prospectus supplement and accompanying base prospectus for a detailed understanding of the offering's terms, risk factors and the company's financials. The requirement that the offering can only be made by means of a prospectus ensures transparency and provides investors with the information necessary to make informed decisions.

The cautionary note that the securities will not be sold in jurisdictions where such an offer would be unlawful prior to registration or qualification under local securities laws underscores the regulatory complexities of multi-jurisdictional offerings. Compliance with these regulations is essential to avoid legal repercussions and maintain investor confidence.

HAMPTON, N.J., Feb. 28, 2024 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the “Company”) (Nasdaq: CLDX) today announced that it is proposing to offer and sell, subject to market conditions, $250.0 million of shares of its common stock in an underwritten public offering. Celldex expects to grant the underwriters a 30-day option to purchase up to an additional $37.5 million of shares of its common stock. 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 intends to use the net proceeds from the offering to continue clinical and preclinical development of its product candidates, including current and future development of barzolvolimab, growing its bispecific antibody platform and clinical candidates, funding ongoing efforts to develop additional clinical pipeline products and for general corporate purposes.

Leerink Partners and TD Cowen are acting as the 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. A preliminary prospectus supplement and accompanying base prospectus 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 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.

The offering will be made only by means of a prospectus. 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 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 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

FAQ

What is Celldex Therapeutics, Inc. proposing in its recent announcement?

Celldex Therapeutics, Inc. is proposing to offer and sell $250.0 million of shares of its common stock in an underwritten public offering, with a 30-day option for an additional $37.5 million.

How does Celldex plan to utilize the net proceeds from the offering?

Celldex intends to use the net proceeds from the offering to continue clinical and preclinical development of its product candidates, including barzolvolimab, and for general corporate purposes.

Who are the joint bookrunning managers for the proposed offering by Celldex?

Leerink Partners and TD Cowen are acting as the joint bookrunning managers for the proposed offering by Celldex.

Where can interested parties obtain more information about the offering?

Interested parties can obtain more information about the offering by contacting Leerink Partners LLC or Cowen and Company, LLC, or by visiting the SEC's website.