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Celldex Announces Pricing of $300 Million Public Offering of Common Stock

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Celldex (Nasdaq: CLDX) priced an underwritten public offering of 10,345,000 shares at $29.00 per share, expected to raise approximately $300 million in gross proceeds before underwriting discounts. The underwriters have a 30-day option for an additional 1,551,750 shares. Closing is expected on or about April 6, 2026. Celldex said net proceeds will fund commercial readiness and a potential U.S. launch of barzolvolimab (if approved), ongoing clinical and preclinical development, expansion of its bispecific antibody platform, pipeline development, and general corporate purposes.

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Positive

  • Raised ~$300M gross proceeds via common stock offering
  • 10,345,000 shares sold at $29.00 per share
  • Proceeds designated to fund barzolvolimab commercial readiness and potential U.S. launch

Negative

  • Common offering causes immediate share dilution for existing shareholders
  • Underwriters’ 30-day option (1,551,750 shares) could further increase dilution

Key Figures

Shares offered: 10,345,000 shares Offering price: $29.00 per share Underwriters’ option: 1,551,750 shares +5 more
8 metrics
Shares offered 10,345,000 shares Underwritten public offering of common stock
Offering price $29.00 per share Public offering price for CLDX common stock
Underwriters’ option 1,551,750 shares 30-day option to purchase additional shares
Gross proceeds $300 million Expected gross proceeds before fees and expenses
Last close price $31.26 Share price before offering announcement
Closing date April 6, 2026 Expected closing date of the offering
52-week high $34.52 Pre-offering 52-week high for CLDX
52-week low $14.40 Pre-offering 52-week low for CLDX

Market Reality Check

Price: $31.26 Vol: Volume 406,044 is below t...
low vol
$31.26 Last Close
Volume Volume 406,044 is below the 20-day average of 982,431 (relative volume 0.41x) ahead of the offering news. low
Technical Shares at $31.26 are trading above the 200-day moving average of $25.35 and about 9.44% below the 52-week high of $34.52.

Peers on Argus

CLDX was down 1.45% while close biotech peers showed mixed moves: COGT -6.44%, V...

CLDX was down 1.45% while close biotech peers showed mixed moves: COGT -6.44%, VERA -2.36%, AUPH +3.27%, ARDX +1.24%, CDTX roughly flat (+0.03%). This points to a stock-specific reaction rather than a sector-wide move.

Common Catalyst Same-day peer headlines include a CMO appointment at ARDX and an NDA submission at COGT, but no common financing theme across the group.

Historical Context

5 past events · Latest: Mar 27 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Mar 27 Phase 2 data update Positive -4.6% AAD 2026 Phase 2 barzolvolimab QoL and response data in CSU and CIndU.
Feb 27 Phase 2 data update Positive -1.8% AAAAI 2026 data showing durable barzolvolimab benefit and large Phase 3 enrollment.
Feb 25 Earnings and pipeline Positive +24.1% Q4/FY 2025 results, cash of $518.6M, early completion of Phase 3 CSU enrollment.
Feb 25 Phase 3 enrollment Positive +24.1% Completion of global Phase 3 barzolvolimab CSU enrollment ahead of guidance.
Feb 23 Conference preview Positive +5.7% Announcement of multiple AAAAI 2026 presentations supporting barzolvolimab profile.
Pattern Detected

Recent barzolvolimab clinical milestones have sometimes seen negative or muted price reactions, while broader corporate/earnings updates drew strong positive moves.

Recent Company History

Over the past months, Celldex has highlighted barzolvolimab’s Phase 2 data in chronic spontaneous urticaria and inducible urticarias, with reported complete response rates up to 71% at 52 weeks and durable off-treatment responses. The company completed enrollment of 1,939 CSU Phase 3 patients six months early, with topline data guided for Q4 2026 and a planned BLA in 2027. Financial updates showed a $258.8M 2025 net loss but cash of $518.6M and runway through 2027. Against this backdrop, the new common stock offering adds a funding layer on top of an already capital-intensive development program.

Market Pulse Summary

This announcement details a sizeable underwritten public offering of 10,345,000 shares at $29.00 per...
Analysis

This announcement details a sizeable underwritten public offering of 10,345,000 shares at $29.00 per share, targeting gross proceeds of about $300 million. The raise comes after rapid progress in barzolvolimab’s Phase 2 and Phase 3 programs and follows prior disclosure of a $518.6M cash position and runway through 2027. Investors may monitor final prospectus terms, total shares issued (including the 1,551,750-share option), and how efficiently new capital is deployed into clinical and commercial activities.

Key Terms

underwritten public offering, underwriting discounts and commissions, prospectus supplement, shelf registration statement, +1 more
5 terms
underwritten public offering financial
"announced the pricing of an underwritten public offering of 10,345,000 shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
underwriting discounts and commissions financial
"public offering price, less the underwriting discounts and commissions."
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
prospectus supplement regulatory
"only by means of a prospectus supplement and accompanying base prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
shelf registration statement regulatory
"pursuant to a shelf registration statement on Form S-3 (File No. 333-275300)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3 regulatory
"shelf registration statement on Form S-3 (File No. 333-275300)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. Not financial advice.

HAMPTON, N.J., April 01, 2026 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the “Company”) (Nasdaq: CLDX) today announced the pricing of an underwritten public offering of 10,345,000 shares of its common stock at a public offering price of $29.00 per share. All of the shares to be sold in the offering are to be sold by Celldex. In connection with the offering, Celldex has also granted the underwriters a 30-day option to purchase up to an additional 1,551,750 shares of common stock at the public offering price, less the underwriting discounts and commissions. The Company expects to receive gross proceeds from the offering, excluding the exercise of the underwriters’ option, if any, of approximately $300 million, excluding the underwriting discounts and commissions and other offering-related expenses. The offering is expected to close on or about April 6, 2026, subject to customary closing conditions.

Celldex intends to use the net proceeds of this offering, together with our existing cash, cash equivalents, and marketable securities, (i) to fund ongoing commercial readiness activities and the commercial launch of barzolvolimab, if approved, for the treatment of CSU in the United States, (ii) to continue the clinical and preclinical development of our product candidates, including current and future development of barzolvolimab, (iii) to grow our bispecific antibody platform and clinical candidates, (iv) to fund ongoing efforts to develop additional clinical pipeline product candidates and (v) for general corporate purposes.

Leerink Partners, TD Cowen, Guggenheim Securities and Cantor are acting as joint bookrunning managers for the offering. LifeSci Capital and H.C. Wainwright & Co. are acting as co-lead managers for the offering.

The offering is being made 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. This offering is being made only by means of a prospectus supplement and accompanying base prospectus that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. When available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained 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 TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.

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

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. 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 preliminary prospectus supplement filed with the SEC, and the documents incorporated by reference therein, including the Company’s Form 10-K for the year ended December 31, 2025.

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

How many shares did Celldex (CLDX) offer and at what price on April 2, 2026?

Celldex offered 10,345,000 shares at $29.00 per share. According to the company, the offering is expected to generate approximately $300 million in gross proceeds before underwriting discounts and expenses.

When will the Celldex (CLDX) offering close and is there an option for more shares?

The offering is expected to close on or about April 6, 2026. According to the company, underwriters have a 30-day option to purchase up to 1,551,750 additional shares at the public offering price.

What will Celldex (CLDX) use the net proceeds from the $300M offering for?

Net proceeds will fund commercial readiness and a potential U.S. launch of barzolvolimab, clinical and preclinical development, and platform growth. According to the company, remaining funds will support pipeline development and general corporate purposes.

Who are the lead managers for the Celldex (CLDX) public offering dated April 2, 2026?

Leerink Partners, TD Cowen, Guggenheim Securities and Cantor are joint bookrunning managers. According to the company, LifeSci Capital and H.C. Wainwright act as co-lead managers for the offering.

How could the April 2026 Celldex (CLDX) offering affect existing shareholders?

The offering will dilute existing shareholders’ ownership because new common shares are issued. According to the company, the issuance of 10,345,000 shares and any exercised option would increase share count and reduce percentage ownership.

Where can investors find the prospectus for Celldex’s (CLDX) April 2026 offering?

A preliminary prospectus supplement has been filed with the SEC and the final prospectus will be available on SEC.gov. According to the company, copies will also be provided by the lead managers upon request.
Celldex Therapeutics Inc

NASDAQ:CLDX

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2.11B
66.37M
Biotechnology
In Vitro & in Vivo Diagnostic Substances
Link
United States
HAMPTON