Current Report Filing (8-k)
August 18 2020 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 18, 2020
CELLDEX THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-15006
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13-3191702
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Perryville III Building, 53 Frontage
Road, Suite 220,
Hampton, New Jersey 08827
(Address of principal executive offices)
(Zip Code)
(908) 200-7500
(Registrant’s telephone number, including
area code)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $.001
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CLDX
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Nasdaq Capital Market
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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).
Emerging growth company o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
As previously disclosed by Celldex Therapeutics, Inc. (the
“Registrant”) in its Annual Report on Form 10-K for the year ended December 31, 2019, and in subsequent Quarterly
Reports on Form 10-Q, the Registrant sent an abandonment notice to Shareholder Representative Services LLC
(“SRS”) (in its capacity as the representative of the former stockholders of Kolltan Pharmaceuticals, Inc.
(“Kolltan”)) with respect to the abandonment of certain development, regulatory approval and sales-based
milestones contained in the Agreement and Plan of Merger, dated November 1, 2016, by and among Kolltan, Connemara Merger Sub
1, Inc., Connemara Merger Sub 2 LLC, and SRS (the “Merger Agreement”). Also, as previously disclosed by the
Registrant, SRS objected to that abandonment notice, and the Registrant disagreed with their objection, believed their
objection to be without merit, and the Company entered into discussions with respect to potential amendments to the Merger
Agreement with respect to the milestones with SRS. The Registrant and SRS have been unable to reach agreement with respect to
that amendment.
On August 18, 2020, the Registrant filed a Verified Complaint
in the Court of Chancery of the State of Delaware against SRS (acting in its capacity as the representative of the former stockholders
of Kolltan pursuant to the Merger Agreement) seeking declaratory relief.
The action seeks an order from the Court of Chancery declaring
the rights and obligations of the parties with respect to certain contingent milestone payments under the Merger Agreement. Specifically,
the Registrant seeks the entry of an order declaring that:
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(i)
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the Registrant’s determination to discontinue the development of CDX-0158 (formerly known as KTN0158) was proper and
valid under the Merger Agreement;
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(ii)
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the Milestone Abandonment Notice dated December 5, 2018 from the Registrant was valid and effective under the Merger Agreement
and that the “Successful Completion of Phase I Clinical Trial for KTN0158” Milestone has not been achieved and has
properly been abandoned; and
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(iii)
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under the Merger Agreement as written, the CDX-0159 program is not a program that results in milestone payments under the
Merger Agreement (supported by the determination of the Food and Drug Administration in September 2018 that the
Registrant’s CDX-0159 is a New Molecular Entity that is distinct from CDX-0158 (formerly known as KTN0158) and thus the
FDA required preclinical studies of CDX-0159 to be completed before clinical development of CDX-0159 could commence). As
such, CDX-0159 should according to the terms of the Merger Agreement not be considered in determining whether any of the
milestones therein identified have been achieved.
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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.
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Celldex Therapeutics, Inc.
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Date: August 18, 2020
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By:
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/s/ Sam Martin
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Name:
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Sam Martin
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Title:
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Senior Vice President and Chief Financial Officer
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