HAMPTON, N.J., Feb. 08, 2019 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (NASDAQ:CLDX) (“Celldex” or the
“Company”) today announced that its Board of Directors has approved a one-for-fifteen reverse stock split of its common stock that
became effective today upon the filing with the Secretary of the State of Delaware a Certificate of Amendment to its Certificate of
Incorporation. Beginning on February 11, 2019, Celldex’s common stock will trade on the Nasdaq Capital Market on a split-adjusted
basis under the new CUSIP number 15117B202.
As previously disclosed, at the Company’s Annual Meeting of Stockholders held on June 13, 2018, Celldex stockholders approved a
proposal authorizing the Company’s Board of Directors to effect a reverse stock split by a ratio of not less than one-for-ten and
not more than one-for-fifteen.
The reverse stock split uniformly affects all issued and outstanding shares of the Company’s common stock. The reverse stock
split will not alter any stockholder's percentage ownership interest in Celldex, except to the extent that the reverse stock split
results in fractional shares. No fractional shares will be issued in connection with the reverse stock split. Stockholders who
would otherwise be entitled to receive a fractional share will instead receive a cash payment based on the closing sales price of
the Company’s common stock on February 7, 2019. The par value of the Company’s common stock will remain unchanged
at $0.001 per share after the reverse stock split.
The reverse stock split proportionately affects the number of shares of common stock available for issuance under the Company’s
equity incentive plans and proportionately reduces the number of shares of common stock issuable upon the exercise of stock options
immediately prior to the reverse split.
The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 181.8 million
to approximately 12.1 million. There is no change to the number of authorized shares.
Computershare Trust Company, N.A. is acting as the exchange agent and transfer agent for the reverse stock
split. Computershare will provide instructions to stockholders with physical certificates regarding the optional process
for exchanging their pre-split stock certificates for post-split stock certificates and receiving payment for any fractional
shares.
About Celldex Therapeutics, Inc.
Celldex is developing targeted therapeutics to address devastating diseases for which available treatments are
inadequate. Our pipeline includes immunotherapies and other targeted biologics derived from a broad set of complementary
technologies which have the ability to engage the human immune system and/or directly inhibit tumors to treat specific types of
cancer or other diseases. Visit www.celldex.com.
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, our ability to successfully complete research and further development and commercialization of
Company drug candidates; our ability to obtain additional capital to meet our long-term liquidity needs on acceptable terms, or at
all, including the additional capital which will be necessary to complete the clinical trials that we have initiated or plan to
initiate; our ability to realize any anticipated benefits from the reverse stock split, including attracting new investors and,
with respect to the minimum bid price requirement, retaining our Nasdaq listing; our ability to maintain ongoing compliance with
Nasdaq’s continued listing requirements; our ability to realize the anticipated benefits from the acquisition of Kolltan; the
uncertainties inherent in clinical testing and accruing patients for clinical trials; our limited experience in bringing programs
through Phase 3 clinical trials; our ability to manage and successfully complete multiple clinical trials and the research and
development efforts for our multiple products at varying stages of development; the availability, cost, delivery and quality of
clinical and commercial grade materials produced by our own manufacturing facility or supplied by contract manufacturers, who may
be our sole source of supply; the timing, cost and uncertainty of obtaining regulatory approvals; the failure of the market for the
Company's programs to continue to develop; our ability to protect the Company's intellectual property; the loss of any executive
officers or key personnel or consultants; competition; changes in the regulatory landscape or the imposition of regulations that
affect the Company's products; and other factors listed under "Risk Factors" in our annual report on Form 10-K and quarterly
reports on Form 10-Q.
Company Contact
Sarah Cavanaugh
Senior Vice President, Corporate Affairs & Administration
Celldex Therapeutics, Inc.
(781) 433-3161
scavanaugh@celldex.com