Celldex Therapeutics Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
CLDX$30.65-1.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(A)The following documents are filed as part of this Form 10-K:
| (1) | Financial Statements: |
The Financial Statements and Supplementary Data are included in Part II Item 8 of this report.
| (2) | Financial Statement Schedules: |
Schedules are omitted since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Financial Statements or Notes thereto.
| (3) | Exhibits: |
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| · · · · Incorporated by Reference to | ||||||||
| | | | | Form and | | Exhibit | | SEC |
| No. · Description · SEC File No. · No. · Filing Date | ||||||||
| Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession | ||||||||
| 1.1 | | Sales Agreement, dated February 26, 2024, by and between Celldex Therapeutics, Inc. and Cantor Fitzgerald & Co. | | 10 – K(000 - 15006) | | 1.1 | | 2/26/24 |
| 2.1 | | Agreement and Plan of Merger, dated as of November 1, 2016, by and among Kolltan Pharmaceuticals, Inc., Celldex Therapeutics, Inc., Connemara Merger Sub 1 Inc. and Connemara Merger Sub 2 LLC. | | 8-K(000-15006) | | 2.1 | | 11/1/16 |
| Articles of Incorporation and By-Laws | ||||||||
| 3.1 | | Third Restated Certificate of Incorporation | | S-4(333-59215) | | 3.1 | | 7/16/98 |
| 3.2 | | Certificate of Amendment of Third Restated Certificate of Incorporation | | S-4(333-59215) | | 3.1 | | 7/16/98 |
| 3.3 | | Second Certificate of Amendment of Third Restated Certificate of Incorporation | | S-4(333-59215) | | 3.2 | | 7/16/98 |
| 3.4 | | Third Certificate of Amendment of Third Restated Certificate of Incorporation | | 10-Q(000-15006) | | 3.1 | | 5/10/02 |
| 3.5 | | Fourth Certificate of Amendment of Third Restated Certificate of Incorporation | | 8-K(000-15006) | | 3.1 | | 3/11/08 |
| 3.6 | | Fifth Certificate of Amendment of Third Restated Certificate of Incorporation | | 8-K(000-15006) | | 3.2 | | 3/11/08 |
| 3.7 | | Sixth Certificate of Amendment of Third Restated Certificate of Incorporation | | 10-Q(000-15006) | | 3.7 | | 11/10/08 |
| 3.8 | | Seventh Certificate of Amendment of Third Restated Certificate of Incorporation | | 8-K(000-15006) | | 3.1 | | 2/8/19 |
| 3.9 | | Second Amended and Restated By-Laws of Celldex Therapeutics, Inc., dated November 3, 2022 | | 10-Q(000-15006) | | 3.1 | | 11/9/22 |
| Instruments Defining the Rights of Security Holders | ||||||||
| 4.1 | | Specimen of Common Stock Certificate | | 8-K(000-15006) | | 4.1 | | 2/8/19 |
| 4.2 | | Certificate of Designations, Preferences and Rights of a Series of Preferred Stock classifying and designating the | | 8-A(000-15006) | | 3.1 | | 11/8/04 |
| Series C-1 Junior Participating Cumulative Preferred Stock | ||||||||
|---|---|---|---|---|---|---|---|---|
| 4.3 | | Description of Securities | | 10-K(000-15006) | | 4.3 | | 2/28/23 |
| Material Contracts-Leases | ||||||||
| *10.1 | | Lease Agreement, by and between the Company and the Massachusetts Development Finance Agency, dated as of December 22, 2003 | | 10-Q(000-15006) | | 10.1 | | 4/30/04 |
| 10.2 | | First Amendment to Lease between Massachusetts Development Finance Agency and the Company dated March 17, 2005 | | 10-K/A(000-15006) | | 10.6 | | 12/23/10 |
| 10.3 | | Second Amendment to Lease by and between the Company and the Massachusetts Development Finance Agency dated as of November 4, 2005 | | 10-K(000-15006) | | 10.41 | | 3/16/06 |
| 10.4 | | Third Amendment to Lease between Massachusetts Development Finance Agency and the Company dated December 20, 2006 | | 10-K/A(000-15006) | | 10.7 | | 12/23/10 |
| 10.5 | | Fifth Amendment to Lease between Massachusetts Development Finance Agency and the Company dated October 3, 2008 | | 10-K/A(000-15006) | | 10.8 | | 12/23/10 |
| 10.6 | | Sixth Amendment to Lease between Massachusetts Development Finance Agency and the Company dated August 20, 2009 | | 10-K/A(000-15006) | | 10.9 | | 12/23/10 |
| 10.7 | | Seventh Amendment to Lease by and between the Company and the Massachusetts Development Finance Agency dated as of June 22, 2010 | | 10-Q(000-15006) | | 10.1 | | 8/5/10 |
| 10.8 | | Eighth Amendment to Lease by and between the Company and University of Massachusetts Dartmouth dated as of November 1, 2015 | | 10-K/A(000-15006) | | 10.12 | | 2/25/16 |
| 10.9 | | Ninth Amendment to Lease by and between the Company and University of Massachusetts Dartmouth dated as of October 1, 2019 | | 10-K(000-15006) | | 10.13 | | 3/26/20 |
| 10.10 | | Extension of Lease Agreement between the Company and University of Massachusetts Dartmouth dated as of July 1, 2020 | | 10-Q(000-15006) | | 10.1 | | 8/6/20 |
| 10.11 | | Tenth Amendment to Lease by and between the Company and University of Massachusetts Dartmouth dated as of August 1, 2022 | | 10-Q(000-15006) | | 10.2 | | 11/9/22 |
| 10.12 | | Eleventh Amendment to Lease by and between the Company and University of Massachusetts Dartmouth dated as of December 1, 2024 | | Filed herewith | | | | |
| 10.13 | | Lease Agreement dated as of May 1, 2013 by and between Crown Perryville, LLC and the Company. | | 10-Q(000-15006) | | 10.1 | | 5/03/13 |
| 10.14 | | First Amendment to Lease between Company and Crown Perryville, LLC dated as of June 17, 2015 | | 10-Q(000-15006) | | 10.2 | | 8/10/15 |
| 10.15 | | Second Amendment to Lease Agreement between the Company and Crown Perryville, LLC dated as of March 8, 2019 | | 10-Q(000-15006) | | 10.1 | | 5/7/19 |
| 10.16 | | Third Amendment to Lease Agreement between the Company and Perryville SPE LLC (successor-in-interest) to Crown Perryville, LLC dated as of May 23, 2022 | | 10-Q(000-15006) | | 10.3 | | 8/8/22 |
| 10.17 | | Fourth Amendment to Lease Agreement between the Company and Perryville SPE LLC (successor-in-interest) to Crown Perryville, LLC dated as of October 30, 2024 | | Filed herewith | | | | |
| Material Contracts-License, Collaboration, Supply and Distribution Agreements | ||||||||
|---|---|---|---|---|---|---|---|---|
| *10.18 | | Amended and Restated License Agreement by and between the Company and Yale University dated as of July 26, 2022 | | 10-Q(000-15006) | | 10.1 | | 11/9/22 |
| Material Contracts-Other | ||||||||
| 10.19 | | Confidential Settlement Agreement and Mutual Release, dated July 15, 2022, by and between Shareholder Representatives Services LLC, solely in its capacity as Stockholders Representative, and Celldex Therapeutics, Inc. | | 8-K(000-15006) | | 10.1 | | 7/18/22 |
| Material Contracts- Management Contracts and Compensatory Plans | ||||||||
| †10.20 | | Amendment No. 2 to Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan | | 8-K(000-15006) | | 10.1 | | 6/14/24 |
| †10.21 | | Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (as amended June 15, 2023) | | 8-K(000-15006) | | 10.1 | | 6/15/23 |
| †10.22 | | Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan | | 8-K(000-15006) | | 10.1 | | 6/17/21 |
| †10.23 | | Celldex Therapeutics, Inc. Amended and Restated 2008 Stock Option and Incentive Plan (as amended, effective June 18, 2020). | | 8-K(000-15006) | | 10.1 | | 6/18/20 |
| †10.24 | | Celldex Therapeutics, Inc. Amended and Restated 2004 Employee Stock Purchase Plan (effective as of June 19, 2019) | | 8-K(000-15006) | | 10.2 | | 6/19/19 |
| †10.25 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Anthony S. Marucci | | 8-K(000-15006) | | 10.1 | | 7/1/21 |
| †10.26 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Sam Martin | | 8-K(000-15006) | | 10.2 | | 7/1/21 |
| †10.27 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Tibor Keler, Ph.D. | | 8-K(000-15006) | | 10.3 | | 7/1/21 |
| †10.28 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Ronald Pepin, Ph.D. | | 8-K(000-15006) | | 10.4 | | 7/1/21 |
| †10.29 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Sarah Cavanaugh | | 8-K(000-15006) | | 10.5 | | 7/1/21 |
| †10.30 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Margo Heath-Chiozzi, M.D. | | 8-K(000-15006) | | 10.6 | | 7/1/21 |
| †10.31 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Elizabeth Crowley | | 8-K(000-15006) | | 10.7 | | 7/1/21 |
| †10.32 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Richard Wright, Ph.D. | | 8-K(000-15006) | | 10.8 | | 7/1/21 |
| †10.33 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Diane Young, M.D. | | 8-K(000-15006) | | 10.9 | | 7/1/21 |
| †10.34 | | Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Freddy Jimenez | | 8-K(000-15006) | | 10.10 | | 7/1/21 |
| †10.35 | | Celldex Therapeutics, Inc. 2021 Plan Form of Restricted Stock Award Agreement | | 8-K(000-15006) | | 10.2 | | 6/17/21 |
| †10.36 | | Celldex Therapeutics, Inc. 2021 Plan Form of Incentive Stock Option Grant Agreement | | 8-K(000-15006) | | 10.3 | | 6/17/21 |
| †10.37 | | Celldex Therapeutics, Inc. 2021 Plan Form of Nonqualified Stock Option Grant Agreement | | 8-K(000-15006) | | 10.4 | | 6/17/21 |
| †10.38 | | Celldex Therapeutics, Inc. 2021 Plan Form of Restricted Stock Unit Award Agreement | | 8-K(000-15006) | | 10.5 | | 6/17/21 |
| †10.39 | | 2008 Plan Form of Stock Option Agreement | | 10-Q(000-15006) | | 10.1 | | 8/08/18 |
| †10.40 | | 2008 Plan Form of Restricted Stock Award | | 10-K(000-15006) | | 10.42 | | 3/12/10 |
| 19.1 | | Celldex Therapeutics, Inc. Insider Trading Policy | | Filed herewith | | | | |
| 21.1 | | Subsidiaries of Celldex Therapeutics, Inc. | | Filed herewith | | | | |
| 23.1 | | Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm | | Filed herewith | | | | |
| 31.1 | | Certification of President and Chief Executive Officer | | Filed herewith | | | | |
| 31.2 | | Certification of Senior Vice President and Chief Financial Officer | | Filed herewith | | | | |
| 32 | | Section 1350 Certifications | | Furnished herewith | | | | |
| †97 | | Celldex Therapeutics, Inc. Compensation Recovery Policy | | 10-K(000-15006) | | 97 | | 2/26/24 |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | Filed herewith | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | Filed herewith | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | Filed herewith | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | Filed herewith | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | Filed herewith | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | Filed herewith | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | |
| * | Certain confidential portions of this exhibit were redacted. Celldex Therapeutics, Inc. agrees to furnish supplementally to the U.S. Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request. The confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material, (ii) would be competitively harmful if publicly disclosed and (iii) contain information that Celldex Therapeutics, Inc, customarily and actually treats as private or confidential. |
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| † | Indicates a management contract or compensation plan, contract or arrangement. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.