Current Report Filing (8-k)
June 23 2022 - 04:04PM
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2022-06-20
2022-06-20
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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):
June 20, 2022
CELLDEX
THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
000-15006 |
|
13-3191702 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
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:
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
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 |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
Common
Stock, par value $.001 |
CLDX |
Nasdaq
Capital Market |
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 ¨
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. ¨
Item 1.01 | |
Entry into a Material
Definitive Agreement. |
On June 20,
2022, Celldex Therapeutics Inc. (the “Company”) entered into a binding settlement term sheet (the “Term Sheet”)
with Shareholder Representatives Services LLC (“SRS”), relating to the previously disclosed litigation brought by the Company
(the “Litigation”) arising under the Agreement and Plan of Merger, dated November 1, 2016 (the “Merger Agreement”),
by and among Kolltan Pharmaceuticals, Inc., the Company, Connemara Merger Sub 1 Inc., Connemara Merger Sub 2 LLC and SRS, solely in its
capacity as the Stockholders Representative, which, upon execution of a definitive settlement agreement and the payment of the Initial
Payment (as defined below), will result in the joint dismissal, with prejudice, of all claims and counterclaims in the Litigation.
Pursuant to
the terms of the Term Sheet, all milestone payments provided for by the Merger Agreement are replaced in their entirety with the following
payments, each of which is payable only once:
| (i) | The
Company shall pay $15,000,000 upon execution of the Settlement Agreement (the “Initial
Payment”). |
| (ii) | The
Company shall pay $15,000,000 upon the Successful Completion (as defined in the Term Sheet)
of a Phase 2 Clinical Trial (as defined in the Merger Agreement) of CDX-0159, subject to
the $2,500,000 contractual credit as set forth in the Merger Agreement. |
| (iii) | The
Company shall pay $52,500,000 upon the first United States Food and Drug Administration or
European Medicines Agency, or, in each case, any successor organization, regulatory approval
of a Surviving Company Product (as defined the Term Sheet). |
The above payment
obligations replace, in their entirety, the contingent consideration in the form of development, regulatory approval and sales-based
milestones of up to $172.5 million contained in the Merger Agreement.
Each of the
Company and SRS will provide broad mutual releases of all claims relating to or arising out of the Merger Agreement, including without
limitation, all claims brought in the Litigation or that could have been brought in the Litigation. The Term Sheet is binding pending
the execution of a formal settlement agreement on or before July 15, 2022.
The Company
has elected to pay the Initial Payment in cash. When and if any of the remaining payments described above become due, they shall be payable,
at the Company’s sole election, in either cash or stock (as set forth in the Merger Agreement) or a combination thereof.
The foregoing
is a summary of the material terms of the Term Sheet and does not purport to be complete. The Term Sheet is attached hereto as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 | |
Results of Operations
and Financial Condition. |
The Company
maintains its guidance and believes that its cash, cash equivalents and marketable securities at June 23, 2022, taking into account the
payment of the Initial Payment, are sufficient to meet estimated working capital requirements and fund planned operations through 2025.
The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section,
nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities
Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of federal securities laws, such as statements about entry into a definitive
settlement agreement. These statements are based on current expectations and assumptions, and actual outcomes and results could differ
materially from these statements due to a number of factors. Additional risks and uncertainties that could cause actual results to differ
materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K include those discussed
under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December
31, 2021 and in its other reports filed with the SEC. The forward-looking statements in this Current Report on Form 8-K are based
on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking
statements provided to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such
statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s
views as of any date subsequent to the date of this Current Report on Form 8-K.
Item 9.01 | |
Financial Statements
and Exhibits. |
(d) Exhibits.
SIGNATURES
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: June 23, 2022 |
By: |
/s/ Sam Martin |
|
Name: Sam Martin |
|
Title: Senior Vice President and Chief Financial Officer |
Celldex Therapeutics (NASDAQ:CLDX)
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