PART I — FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

CELLDEX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

June 30,
2020 December 31,
2019
ASSETS
Current Assets:
Cash and Cash Equivalents $ 68,027 $ 11,232
Marketable Securities 138,888 53,151
Accounts and Other Receivables 329 1,015
Prepaid and Other Current Assets 1,748 1,300
Total Current Assets 208,992 66,698
Property and Equipment, Net 4,044 4,031
Operating Lease Right-of-Use Assets, Net 3,134 3,473
Intangible Assets, Net 45,190 48,690
Other Assets 41 41
Total Assets $ 261,401 $ 122,933
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable $ 950 $ 1,174
Accrued Expenses 6,467 6,499
Current Portion of Operating Lease Liabilities 1,320 1,944
Current Portion of Other Long-Term Liabilities 2,104 2,026
Total Current Liabilities 10,841 11,643
Long-Term Portion of Operating Lease Liabilities 1,720 1,713
Other Long-Term Liabilities 10,396 15,551
Total Liabilities 22,957 28,907
Commitments and Contingent Liabilities
Stockholders’ Equity:
Convertible Preferred Stock, $.01 Par Value; 3,000,000 Shares Authorized; No Shares Issued and Outstanding at June 30, 2020 and December 31, 2019 — —
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 39,093,868 and 16,972,077 Shares Issued and Outstanding at June 30, 2020 and December 31, 2019, Respectively 39 17
Additional Paid-In Capital 1,272,783 1,104,706
Accumulated Other Comprehensive Income 2,594 2,619
Accumulated Deficit (1,036,972 ) (1,013,316 )
Total Stockholders’ Equity 238,444 94,026
Total Liabilities and Stockholders’ Equity $ 261,401 $ 122,933


	June 30,			December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	43,446	$	43,836
Marketable securities		120,591		150,586
Accounts and other receivables		496		1,802
Prepaid and other current assets		3,073		1,619
Total current assets		167,606		197,843
Property and equipment, net		3,496		3,815
Operating lease right-of-use assets, net		2,718		3,449
Intangible assets, net		30,690		30,690
Other assets		41		41
Total assets	$	204,551	$	235,838
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	685	$	1,048
Accrued expenses		7,851		8,459
Current portion of operating lease liabilities		1,331		1,327
Current portion of other long-term liabilities		4,621		3,372
Total current liabilities		14,488		14,206
Long-term portion of operating lease liabilities		1,446		2,154
Other long-term liabilities		6,335		10,121
Total liabilities		22,269		26,481
Commitments and contingent liabilities
Stockholders’ equity:
Convertible preferred stock, $.01 par value; 3,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and December 31, 2020		—		—
Common stock, $.001 par value; 297,000,000 shares authorized; 39,616,696 and 39,603,771 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		40		40
Additional paid-in capital		1,282,657		1,279,824
Accumulated other comprehensive income		2,592		2,589
Accumulated deficit		(1,103,007)		(1,073,096)
Total stockholders’ equity		182,282		209,357
Total liabilities and stockholders’ equity	$	204,551	$	235,838

See accompanying notes to unaudited condensed consolidated financial statements

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CELLDEX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except per share amounts)

Three Months
Ended
June 30, 2020 Three Months
Ended
June 30, 2019 Six Months
Ended
June 30, 2020 Six Months
Ended
June 30, 2019
REVENUES:
Product Development and Licensing Agreements $ — $ 195 $ 2,285 $ 325
Contracts and Grants 236 520 680 1,815
Total Revenues 236 715 2,965 2,140

OPERATING EXPENSES:
Research and Development 9,705 10,081 21,400 21,232
General and Administrative 3,528 3,908 7,194 8,804
Intangible Asset Impairment 3,500 — 3,500 —
Other Asset Impairment — — — 1,800
(Gain) Loss on Fair Value Remeasurement of Contingent Consideration (5,132 ) (1,017 ) (4,898 ) 502
Total Operating Expenses 11,601 12,972 27,196 32,338

Operating Loss (11,365 ) (12,257 ) (24,231 ) (30,198 )
Investment and Other Income, Net 106 478 347 1,180
Net Loss Before Income Tax Benefit (11,259 ) (11,779 ) (23,884 ) (29,018 )
Income Tax Benefit 228 — 228 —
Net Loss $ (11,031 ) $ (11,779 ) $ (23,656 ) $ (29,018 )

Basic and Diluted Net Loss Per Common Share $ (0.50 ) $ (0.84 ) $ (1.20 ) $ (2.21 )

Shares Used in Calculating Basic and Diluted Net Loss Per Share 22,082 13,952 19,744 13,129

COMPREHENSIVE LOSS:
Net Loss $ (11,031 ) $ (11,779 ) $ (23,656 ) $ (29,018 )
Other Comprehensive Income (Loss):
Unrealized (Loss) Gain on Marketable Securities (3 ) 36 (25 ) 55
Comprehensive Loss $ (11,034 ) $ (11,743 ) $ (23,681 ) $ (28,963 )


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Revenues:
Product development and licensing agreements	$	26	$	—	$	29	$	2,285
Contracts and grants		3,454		236		4,136		680
Total revenues		3,480		236		4,165		2,965

Operating expenses:
Research and development		12,356		9,705		25,076		21,400
General and administrative		4,306		3,528		8,426		7,194
Intangible asset impairment		—		3,500		—		3,500
Loss (gain) on fair value remeasurement of contingent consideration		258		(5,132)		741		(4,898)
Total operating expenses		16,920		11,601		34,243		27,196

Operating loss		(13,440)		(11,365)		(30,078)		(24,231)
Investment and other income, net		67		106		167		347
Net loss before income tax benefit		(13,373)		(11,259)		(29,911)		(23,884)
Income tax benefit		—		228		—		228
Net loss	$	(13,373)	$	(11,031)	$	(29,911)	$	(23,656)

Basic and diluted net loss per common share	$	(0.34)	$	(0.50)	$	(0.76)	$	(1.20)

Shares used in calculating basic and diluted net loss per share		39,616		22,082		39,615		19,744

Comprehensive loss:
Net loss	$	(13,373)	$	(11,031)	$	(29,911)	$	(23,656)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities		5		(3)		3		(25)
Comprehensive loss	$	(13,368)	$	(11,034)	$	(29,908)	$	(23,681)

See accompanying notes to unaudited condensed consolidated financial statements

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CELLDEX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(In thousands)

Six Months
Ended
June 30, 2020 Six Months
Ended
June 30, 2019
Cash Flows From Operating Activities:
Net Loss $ (23,656 ) $ (29,018 )
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization 2,313 2,505
Amortization and Premium of Marketable Securities, Net (335 ) (652 )
(Gain) Loss on Sale or Disposal of Assets (20 ) 7
Intangible Asset Impairment 3,500 —
Other Asset Impairment — 1,800
(Gain) Loss on Fair Value Remeasurement of Contingent Consideration (4,898 ) 502
Non-Cash Income Tax Benefit (228 ) —
Stock-Based Compensation Expense 1,408 3,157
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables 686 1,992
Prepaid and Other Current Assets (436 ) (137 )
Accounts Payable and Accrued Expenses (254 ) (1,598 )
Other Liabilities (1,412 ) (2,833 )
Net Cash Used in Operating Activities (23,332 ) (24,275 )

Cash Flows From Investing Activities:
Sales and Maturities of Marketable Securities 47,000 67,386
Purchases of Marketable Securities (132,439 ) (58,565 )
Acquisition of Property and Equipment (1,145 ) (484 )
Proceeds from Sale or Disposal of Assets 20 —
Net Cash (Used in) Provided by Investing Activities (86,564 ) 8,337

Cash Flows From Financing Activities:
Net Proceeds from Stock Issuances 166,667 11,363
Proceeds from Issuance of Stock from Employee Benefit Plans 24 9
Issuance of Term Loan 2,962 —
Payment of Term Loan (2,962 ) —
Net Cash Provided by Financing Activities 166,691 11,372

Net Increase (Decrease) in Cash and Cash Equivalents 56,795 (4,566 )
Cash and Cash Equivalents at Beginning of Period 11,232 24,310
Cash and Cash Equivalents at End of Period $ 68,027 $ 19,744

Non-cash Investing Activities
Accrued construction in progress $ 22 $ 55


	Six Months Ended		Six Months Ended
	June 30, 2021		June 30, 2020
Cash flows from operating activities:
Net loss	$	(29,911)	$	(23,656)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,539		2,313
Amortization and premium of marketable securities, net		(173)		(335)
Gain on sale or disposal of assets		(24)		(20)
Intangible Asset Impairment		—		3,500
Loss (gain) on fair value remeasurement of contingent consideration		741		(4,898)
Non-Cash Income Tax Benefit		—		(228)
Stock-based compensation expense		2,784		1,408
Changes in operating assets and liabilities:
Accounts and other receivables		1,306		686
Prepaid and other current assets		(1,544)		(436)
Accounts payable and accrued expenses		(750)		(254)
Other liabilities		(3,982)		(1,412)
Net cash used in operating activities		(30,014)		(23,332)
Cash flows from investing activities:
Sales and maturities of marketable securities		116,000		47,000
Purchases of marketable securities		(85,739)		(132,439)
Acquisition of property and equipment		(710)		(1,145)
Proceeds from sale or disposal of assets		24		20
Net cash provided by (used in) investing activities		29,575		(86,564)
Cash flows from financing activities:
Net proceeds from stock issuances		—		166,667
Proceeds from issuance of stock from employee benefit plans		49		24
Issuance of Term Loan		—		2,962
Payment of Term Loan		—		(2,962)
Net cash provided by financing activities		49		166,691

Net (decrease) increase in cash and cash equivalents		(390)		56,795
Cash and cash equivalents at beginning of period		43,836		11,232
Cash and cash equivalents at end of period	$	43,446	$	68,027

Non-cash investing activities
Accrued construction in progress	$	—	$	22

See accompanying notes to unaudited condensed consolidated financial statements

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CELLDEX THERAPEUTICS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, ~~2020~~2021

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Celldex Therapeutics, Inc. (the “Company” or “Celldex”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, ~~2019,~~2020, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March ~~26, 2020.~~29, 2021. In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed balance sheet data presented for comparative purposes was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future interim period or the fiscal year ending December 31, ~~2020.~~2021.

At June 30, ~~2020,~~2021, the Company had cash, cash equivalents and marketable securities of ~~$206.9~~$164.0 million. The Company has had recurring losses and incurred a loss of ~~$23.7~~$29.9 million for the six months ended June 30, ~~2020.~~2021. Net cash used in operations for the six months ended June 30, ~~2020~~2021 was ~~$23.3~~$30.0 million. The Company believes that the cash, cash equivalents and marketable securities at ~~August 6, 2020~~the filing date of this Form 10-Q will be sufficient to meet estimated working capital requirements and fund planned operations for at least the next twelve months from the date of issuance of these financial statements.

During the next twelve months and beyond, the Company may take further steps to raise additional capital to meet its long-term liquidity needs including, but ~~may~~ not be limited to, one or more of the following: the licensing of drug candidates with existing or new collaborative partners, possible business combinations, issuance of debt, or the issuance of common stock or other securities via private placements or public offerings. Although the Company has been successful in raising capital in the past, there can be no assurance that additional financing will be available on acceptable terms, if at all, and the Company’s negotiating position in capital-raising efforts may worsen as existing resources are used. There is also no assurance that the Company will be able to enter into further collaborative relationships. Additional equity financings may be dilutive to the Company’s stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict the Company’s ability to operate as a business; and licensing or strategic collaborations may result in royalties or other terms which reduce the Company’s economic potential from products under development. The Company’s ability to continue funding its planned operations ~~into and~~ beyond twelve months from the issuance date is also dependent on the timing and manner of payment of contingent milestones from the acquisition of Kolltan ~~acquisition,~~Pharmaceuticals, Inc. (“Kolltan”), in the event that the Company achieves the drug candidate milestones related to those payments. The Company, at its option, may decide to pay those milestone payments in cash, shares of its common stock or a combination thereof. If the Company is unable to raise the funds necessary to meet its long-term liquidity needs, it may have to delay or discontinue the development of one or more programs, discontinue or delay ongoing or anticipated clinical trials, license out programs earlier than expected, raise funds at a significant discount or on other unfavorable terms, if at all, or sell all or a part of the Company.

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In December 2019, a novel strain of coronavirus, now referred to as COVID-19, surfaced in Wuhan, China. The virus continues to spread globally, has been declared a pandemic by the World Health Organization and has spread to hundreds of countries, including the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. In an effort to halt the outbreak of COVID-19, various states, including New Jersey, Massachusetts and Connecticut, where the Company has office, research and manufacturing facilities, have placed significant restrictions on travel and many businesses have announced extended closures which could adversely impact our operations. To date, the Company has not experienced significant delays or disruptions in planned and ongoing preclinical and clinical trials, manufacturing or shipping. Potential impacts to our business include delays in planned and ongoing preclinical and clinical trials including enrollment of patients, disruptions in time and resources provided by independent clinical investigators, contract research organizations, and other third-party service providers, temporary closures of our facilities, disruptions or restrictions on our employees’ ability to travel, and delays in manufacturing and/or shipments to and from third party suppliers and contract manufacturers for APIs and drug product. Any prolonged negative impacts to our business could materially impact our operating results and could lead to impairments of our Intangible ~~(IPR&D)~~in-process research and development (“IPR&D”) assets with a carrying value of ~~$45.2~~$30.7 million at June 30, ~~2020.~~2021.

(2) Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements on Form 10-Q for the three and six months ended June 30, ~~2020~~2021 are consistent with those discussed in Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2019, except as it relates to the adoption of new accounting standards during the first six months of 2020 as discussed below.~~2020.

~~Newly Adopted Accounting Pronouncements~~

On January 1, 2020, the Company adopted a new accounting standard that modifies certain disclosure requirements for fair value measurements. For instance, the Company is required to disclose weighted average information for significant unobservable inputs for all Level 3 fair value measurements. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. Refer to Note 3 for the disclosures related to the Company’s level 3 fair value measurements.

On January 1, 2020, the Company adopted a new accounting standard that clarifies the interaction between the accounting guidance for collaborative arrangements and revenue from contracts with customers. The amendments clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606, when the collaborative arrangement participant is a customer in the context of a unit of account. The adoption of this standard did not have a material impact on our consolidated financial statements, as we have no arrangements within the scope of ASC 808.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption.

In June 2016, the FASB issued guidance on the Measurement of Credit Losses on Financial Instruments. The guidance requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard will be effective for the Company on January 1, 2023. We are currently evaluating the potential impact that this standard may have on the Company’s consolidated financial statements and related disclosures.

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(3) Fair Value Measurements

The following tables set forth the Company’s financial assets and liabilities subject to fair value measurements:


									As of
									June 30, 2021		Level 1		Level 2		Level 3
	As of June 30, 2020		Level 1		Level 2		Level 3
	(In thousands)
									(In thousands)
Assets:
Money market funds and cash equivalents	$	54,597		—	$	54,597		—	$	40,174		—	$	40,174		—
Marketable securities		138,888		—		138,888		—		120,591		—		120,591		—
	$	193,485		—	$	193,485		—
									$	160,765		—	$	160,765		—
Liabilities:
Kolltan acquisition contingent consideration	$	7,587		—		—	$	7,587	$	9,008		—		—	$	9,008
	$	7,587		—		—	$	7,587
									$	9,008		—		—	$	9,008


									As of
									December 31, 2020		Level 1		Level 2		Level 3
	As of December 31, 2019		Level 1		Level 2		Level 3
	(In thousands)
									(In thousands)
Assets:
Money market funds and cash equivalents	$	4,024		—	$	4,024		—	$	35,066		—	$	35,066		—
Marketable securities		53,151		—		53,151		—		150,586		—		150,586		—
	$	57,175		—	$	57,175		—
									$	185,652		—	$	185,652		—
Liabilities:
Kolltan acquisition contingent consideration	$	12,485		—		—	$	12,485	$	8,267		—		—	$	8,267
	$	12,485		—		—	$	12,485
									$	8,267		—		—	$	8,267

The Company’s financial assets consist mainly of money market funds, cash equivalents and marketable securities and are classified as Level 2 within the valuation hierarchy. The Company values its marketable securities utilizing independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources.

The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the six months ended June 30, ~~2020~~2021 (in thousands):

Other Liabilities:
Contingent
Consideration
Balance at December 31, 2019 $ 12,485
Fair value adjustments included in operating expenses (4,898 )
Balance at June 30, 2020 $ 7,587


	Other Liabilities:
	Contingent
	Consideration
Balance at December 31, 2020	$	8,267
Fair value adjustments included in operating expenses		741
Balance at June 30, 2021	$	9,008

The valuation technique used to measure fair value of the Company’s Level 3 liabilities, which consist of contingent consideration related to the acquisition of Kolltan in 2016, was primarily an income approach. The significant unobservable inputs used in the fair value measurement of the contingent consideration are estimates including probability of success, discount rates and amount of time until the conditions of the milestone payments are met. As of June 30, ~~2020,~~2021, the weighted average discount rate used in calculating the fair value of contingent consideration was ~~11.6%~~6.3% (with a range of ~~11.5%~~5.9% to ~~12.2%~~7.4%) and the weighted average amount of time until the conditions of the milestone payments are met was 3 years.

During the three and six months ended June 30, 2021, the Company recorded a $0.3 million and $0.7 million loss on fair value remeasurement of contingent consideration, respectively, primarily due to changes in discount rates and the passage of time. During the three and six months ended June 30, 2020, the Company recorded a $5.1 million and $4.9 million gain on fair value remeasurement of contingent consideration, respectively, primarily due to updated assumptions for CDX-3379 related milestones due to the discontinuation of the CDX-3379 program and the passage of time. During the three and six months ended June 30, 2019, the Company recorded a $1.0 million gain and $0.5 million loss on fair value remeasurement of contingent consideration, respectively, primarily due to changes in discount rates and the passage of time. The assumptions related to determining the fair value of contingent consideration include a significant amount of judgment, and any changes in the underlying estimates could have a material impact on the amount of contingent consideration adjustment recorded in any given period.

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The Company did not have any transfers in or out of Level 3 assets or liabilitiesduring the six months ended June 30, ~~2020.~~2021.

(4) Marketable Securities

The following is a summary of marketable debt securities, classified as available-for-sale:

Gross Unrealized
Amortized
Cost Gains Losses Fair
Value
(In thousands)
June 30, 2020
U.S. government and municipal obligations (maturing in one year or less) $ 79,937 $ — $ — $ 79,937
Corporate debt securities (maturing in one year or less) 58,954 10 (13 ) 58,951
Total Marketable Securities $ 138,891 $ 10 $ (13 ) $ 138,888

December 31, 2019
U.S. government and municipal obligations (maturing in one year or less) $ 18,509 $ 13 $ — $ 18,522
Corporate debt securities (maturing in one year or less) 34,619 13 (3 ) 34,629
Total Marketable Securities $ 53,128 $ 26 $ (3 ) $ 53,151


	Gross Unrealized
	Amortized						Fair
	Cost		Gains		Losses		Value

	(In thousands)
June 30, 2021
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	16,168	$	3	$	—	$	16,171
Maturing after one year through three years		8,181		2		—		8,183
Total U.S. government and municipal obligations	$	24,349	$	5	$	—	$	24,354
Corporate debt securities
Maturing in one year or less	$	96,246	$	—	$	(9)	$	96,237
Maturing after one year through three years		—		—		—		—
Total corporate debt securities	$	96,246	$	—	$	(9)	$	96,237
Total marketable securities	$	120,595	$	5	$	(9)	$	120,591


	Gross Unrealized
	Amortized						Fair
	Cost		Gains		Losses		Value

	(In thousands)
December 31, 2020
Marketable securities
U.S. government and municipal obligations
Maturing in one year or less	$	40,328	$	3	$	(2)	$	40,329
Maturing after one year through three years		—		—		—		—
Total U.S. government and municipal obligations	$	40,328	$	3	$	(2)	$	40,329
Corporate debt securities
Maturing in one year or less	$	110,265	$	2	$	(10)	$	110,257
Maturing after one year through three years		—		—		—		—
Total corporate debt securities	$	110,265	$	2	$	(10)	$	110,257
Total marketable securities	$	150,593	$	5	$	(12)	$	150,586

The Company holds investment-grade marketable securities, and ~~none~~NaN were in a continuous unrealized loss position for more than twelve months as of June 30, ~~2020~~2021 and December 31, ~~2019.~~2020. The unrealized losses are attributable to changes in interest rates and the Company does not believe any unrealized losses represent other-than-temporary impairments. Marketable securities include $0.3 million and $0.2 million in accrued interest at June 30, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively.

(5) Intangible Assets

At June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the ~~Company recorded~~carrying value of the Company’s indefinite-lived intangible assets ~~of $45.2 million and $48.7 million, respectively.~~was $30.7 million. Indefinite-lived intangible assets consist of acquired ~~in-process research and development (“~~IPR~~&D”)~~&D related to the development of ~~CDX-3379,~~ the anti-KIT program (including CDX-0159) and the TAM ~~program. The Company evaluated~~program, a broad antibody discovery effort to generate antibodies that modulate the ~~CDX-3379 IPR&D asset for potential impairment as a result~~TAM family of ~~the discontinuation~~RTKs, comprised of ~~the CDX-3379 program. The Company concluded that the CDX-3379 IPR&D asset was fully impaired,~~Tyro3, AXL and ~~a non-cash impairment charge of $3.5 million was recorded for the three months ended June 30, 2020.~~MerTK. CDX-0159 is in Phase 1 development and the TAM program is in preclinical development. As of June 30, ~~2020,~~2021, none of the Company’s IPR&D assets had reached technological feasibility nor did any have alternative future uses.

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The Company performs an impairment test on IPR&D assets at least annually, or more frequently if events or changes in circumstances indicate that IPR&D assets may be impaired. As a result of the discontinuation of the CDX-3379 program in the second quarter of 2020, the Company concluded that the CDX-3379 IPR&D asset was fully impaired and a non-cash impairment charge of $3.5 million was recorded in the second quarter of 2020. As a result of a change in the projected development and regulatory timeline related to the TAM program in the fourth quarter of 2020, the Company concluded that the TAM IPR&D asset was partially impaired and a non-cash impairment charge of $14.5 million was recorded in the fourth quarter of 2020. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials or other failures to achieve a commercially viable product, and as a result, may recognize further impairment losses in the future.

(6) ~~Other Assets~~

In 2016, the Company entered into a research and collaboration agreement with an undisclosed private company to access novel technologies and paid $3.5 million to support research activities and make an investment in the private company. The Company recorded $1.8 million to other assets related to this investment and $1.7 million was recorded to research and development expense over the term of the research activities. The stock of the private company does not have a readily determinable fair value, and therefore it is measured at cost less impairment, if any. Based on information received in April 2019, it was determined that there was a deterioration of the private company’s financial condition due to a working capital deficiency and an inability to secure additional funding as of March 31, 2019. Therefore, the Company concluded that the investment was impaired, and a non-cash impairment charge of $1.8 million was recorded during the first quarter of 2019. The Company assesses the private company’s financial condition on a quarterly basis. There was no change in the value of the investment during the six months ended June 30, 2020.

~~(7)~~ Other Long-Term Liabilities

Other long-term liabilities include the following:

June 30,
2020 December 31,
2019
(In thousands)
Net Deferred Tax Liabilities Related to IPR&D (Note 12) $ 2,779 $ 3,007
Deferred Income From Sale of Tax Benefits 1,831 1,831
Contingent Milestones (Note 3) 7,587 12,485
Deferred Revenue (Note 11) 303 254
Total 12,500 17,577
Less Current Portion (2,104 ) (2,026 )
Long-Term Portion $ 10,396 $ 15,551


	June 30,		December 31,
	2021		2020

	(In thousands)
Net deferred tax liabilities related to IPR&D (Note 11)	$	1,840	$	1,840
Contingent milestones (Note 3)		9,008		8,267
Deferred revenue (Note 10)		108		3,386
Total		10,956		13,493
Less current portion		(4,621)		(3,372)
Long-term portion	$	6,335	$	10,121

In November 2015, the Company received approval from the New Jersey Economic Development Authority and agreed to sell New Jersey tax benefits of $9.8 million to an independent third party for $9.2 million. Under the agreement, the Company must maintain a base of operations in New Jersey for five years or the tax benefits must be paid back on a pro-rata basis based on the number of years completed. The Company recognized $0.0 million in other income related to the sale of these tax benefits during the three and six months ended June 30, 2020 and $0.0 million and $0.2 million during the three and six months ended June 30, 2019, respectively.

~~(8)~~(7) Stockholders’ Equity

In May 2016, the Company entered into a controlled equity offering sales agreement ~~(the “Cantor Agreement”)~~ with Cantor Fitzgerald & Co. (“Cantor”) to allow the Company to issue and sell shares of its common stock from time to time through Cantor, acting as agent. During the six months ended June 30, 2020, the Company issued 6.7 million shares of common stock pursuant to the Cantor Agreement resulting in net proceeds of $25.3 million after deducting commission and offering expenses. At June 30, ~~2020,~~2021, the Company had ~~$18.3~~$50.0 million remaining in aggregate gross offering price available under ~~a prospectus supplement filed pursuant to~~ the ~~agreement.~~Company’s November 2020 prospectus.

~~During the three months ended June 30, 2020,~~In July 2021, the Company issued ~~15,384,614~~6,845,238 shares of its common stock in an underwritten public offering resulting in net proceeds to the Company of ~~$141.4~~approximately $270.0 million, after deducting underwriting fees and offering expenses.

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The changes in Stockholders’ Equity during the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 are summarized below:

Common
Stock
Shares Common
Stock Par
Value Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income Accumulated
Deficit Total
Stockholders’
Equity
(In thousands, except share amounts)
Consolidated Balance at December 31, 2019 16,972,077 $ 17 $ 1,104,706 $ 2,619 $ (1,013,316 ) $ 94,026
Shares Issued under Stock Option and Employee Stock Purchase Plans 12,573 — 24 — — 24
Shares Issued in Connection with Cantor Agreement 746,152 1 1,613 — — 1,614
Share-Based Compensation — — 686 — — 686
Unrealized Loss on Marketable Securities — — — (22 ) — (22 )
Net Loss — — — — (12,625 ) (12,625 )
Consolidated Balance at March 31, 2020 17,730,802 $ 18 $ 1,107,029 $ 2,597 $ (1,025,941 ) $ 83,703
Shares Issued in Connection with Cantor Agreement 5,978,452 6 23,686 — — 23,692
Shares Issued in Underwritten Offering 15,384,614 15 141,346 — — 141,361
Share-Based Compensation — — 722 — — 722
Unrealized Loss on Marketable Securities — — — (3 ) — (3 )
Net Loss — — — — (11,031 ) (11,031 )
Consolidated Balance at June 30, 2020 39,093,868 $ 39 $ 1,272,783 $ 2,594 $ (1,036,972 ) $ 238,444


						Accumulated
	Common	Common		Additional		Other				Total
	Stock	Stock Par		Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Value		Capital		Income		Deficit		Equity

	(In thousands, except share amounts)
Consolidated balance at December 31, 2020	39,603,771	$	40	$	1,279,824	$	2,589	$	(1,073,096)	$	209,357
Shares issued under stock option and employee stock purchase plans	10,867		—		74		—		—		74
Stock-based compensation	—		—		1,275		—		—		1,275
Unrealized loss on marketable securities	—		—		—		(2)		—		(2)
Net loss	—		—		—		—		(16,538)		(16,538)
Consolidated balance at March 31, 2021	39,614,638	$	40	$	1,281,173	$	2,587	$	(1,089,634)	$	194,166
Shares issued under stock option and employee stock purchase plans	2,058		—		(25)		—		—		(25)
Stock-based compensation	—		—		1,509		—		—		1,509
Unrealized gain on marketable securities	—		—		—		5		—		5
Net loss	—		—		—		—		(13,373)		(13,373)
Consolidated balance at June 30, 2021	39,616,696		40		1,282,657		2,592		(1,103,007)		182,282

Common
Stock
Shares Common
Stock Par
Value Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income Accumulated
Deficit Total
Stockholders’
Equity
(In thousands, except share amounts)
Consolidated Balance at December 31, 2018 11,957,635 $ 12 $ 1,083,903 $ 2,583 $ (962,438 ) $ 124,060
Shares Issued under Stock Option and Employee Stock Purchase Plans 3,507 — 9 — — 9
Shares Issued in Connection with Cantor Agreement 883,569 1 4,150 — — 4,151
Share-Based Compensation — — 1,693 — — 1,693
Unrealized Gain on Marketable Securities — — — 19 — 19
Net Loss — — — — (17,239 ) (17,239 )
Consolidated Balance at March 31, 2019 12,844,711 $ 13 $ 1,089,755 $ 2,602 $ (979,677 ) $ 112,693
Shares Cancelled under Stock Option and Employee Stock Purchase Plans (222 ) — — — — —
Shares Issued in Connection with Cantor Agreement 1,972,428 2 7,210 — — 7,212
Share-Based Compensation — — 1,464 — — 1,464
Unrealized Gain on Marketable Securities — — — 36 — 36
Net Loss — — — — (11,779 ) (11,779 )
Consolidated Balance at June 30, 2019 14,816,917 $ 15 $ 1,098,429 $ 2,638 $ (991,456 ) $ 109,626


						Accumulated
	Common	Common		Additional		Other				Total
	Stock	Stock Par		Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Value		Capital		Income		Deficit		Equity

	(In thousands, except share amounts)
Consolidated balance at December 31, 2019	16,972,077	$	17	$	1,104,706	$	2,619	$	(1,013,316)	$	94,026
Shares issued under stock option and employee stock purchase plans	12,573		—		24		—		—		24
Shares issued in connection with at the market agreement	746,152		1		1,613		—		—		1,614
Stock-based compensation	—		—		686		—		—		686
Unrealized loss on marketable securities	—		—		—		(22)		—		(22)
Net loss	—		—		—		—		(12,625)		(12,625)
Consolidated balance at March 31, 2020	17,730,802	$	18	$	1,107,029	$	2,597	$	(1,025,941)	$	83,703
Shares issued in connection with at the market agreement	5,978,452		6		23,686		—		—		23,692
Shares issued in underwritten offering	15,384,614		15		141,346		—		—		141,361
Stock-based compensation	—		—		722		—		—		722
Unrealized loss on marketable securities	—		—		—		(3)		—		(3)
Net loss	—		—		—		—		(11,031)		(11,031)
Consolidated balance at June 30, 2020	39,093,868		39		1,272,783		2,594		(1,036,972)		238,444

~~(9)~~

(8) Stock-Based Compensation

A summary of stock option activity for the six months ended June 30, ~~2020~~2021 is as follows:

Shares Weighted
Average
Exercise
Price
Per Share Weighted
Average
Remaining
Contractual
Term (In Years)
Options Outstanding at December 31, 2019 1,699,202 $ 44.87 8.0
Granted 1,439,175 $ 10.36
Exercised — —
Canceled (53,090 ) $ 46.03
Options Outstanding at June 30, 2020 3,085,287 $ 28.76 8.69
Options Vested and Expected to Vest at June 30, 2020 2,875,684 $ 30.23 8.62
Options Exercisable at June 30, 2020 821,537 $ 84.93 6.39
Shares Available for Grant Under the 2008 Plan 938,178


		Weighted		Weighted
		Average		Average
		Exercise		Remaining
		Price		Contractual
	Shares	Per Share		Term (In Years)
Options outstanding at December 31, 2020	3,042,229	$	28.93	8.2
Granted	1,340,010	$	27.97
Exercised	(2,058)	$	4.74
Canceled	(35,559)	$	9.78
Options outstanding at June 30, 2021	4,344,622	$	28.80	8.4
Options vested and expected to vest at June 30, 2021	4,174,361	$	29.17	8.4
Options exercisable at June 30, 2021	1,445,834	$	51.46	6.7
Shares available for grant under the 2021 Plan	3,294,526

The weighted average grant-date fair value of stock options granted during the three and six ~~month period~~months ended June 30, ~~2020~~2021 was ~~$7.96~~$21.73 and ~~$7.95,~~$21.71, respectively.

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The aggregate intrinsic value of stock options vested and expected to vest at June 30, 2021 was $69.9 million. The aggregate intrinsic value of stock options exercisable at June 30, 2021 was $26.0 million. As of June 30, 2021, total compensation cost related to non-vested employee and non-employee director stock options not yet recognized was approximately $36.0 million, net of estimated forfeitures, which is expected to be recognized as expense over a weighted average period of 3.1 years.

Stock-based compensation expense for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 was recorded as follows:


									Three months ended June 30,				Six months ended June 30,
									2021		2020		2021		2020
	Three months ended June 30,				Six months ended June 30,
	2020		2019		2020		2019
	(In thousands)				(In thousands)
									(In thousands)				(In thousands)
Research and development	$	342	$	654	$	652	$	1,410	$	762	$	342	$	1,423	$	652
General and administrative		380		810		756		1,747		747		380		1,361		756
Total stock-based compensation expense	$	722	$	1,464	$	1,408	$	3,157	$	1,509	$	722	$	2,784	$	1,408

The fair values of employee and director stock options granted during the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 were valued using the Black-Scholes option pricing model with the following assumptions:

Three months ended June 30,

Six months ended June 30,

Three months ended June 30,

Six months ended June 30,

2020

2019

2020

2019

2021

2020

2021

2020

Expected stock price volatility

97%

91%

91 – 97%

91%

97 – 98%

97%

97 – 98%

91 – 97%

Expected option term

6.0 Years

Risk-free interest rate

0.5%

1.9 – 2.4%

0.5 – 0.6%

1.9 – 2.5%

1.2 – 1.3%

0.5%

0.8 – 1.3%

0.5 – 0.6%

Expected dividend yield

None

NaN

~~(10)~~

(9) Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income, which is reported as a component of stockholders’ equity, for the six months ended June 30, ~~2020~~2021 are summarized below:

Unrealized
Gain/(Loss) on
Marketable
Securities Foreign
Currency Items Total
(In thousands)
Balance at December 31, 2019 $ 23 $ 2,596 $ 2,619
Other comprehensive loss (25 ) — (25 )
Balance at June 30, 2020 $ (2 ) $ 2,596 $ 2,594


	Unrealized
	Loss on
	Marketable		Foreign
	Securities		Currency Items		Total

	(In thousands)
Balance at December 31, 2020	$	(7)	$	2,596	$	2,589
Other comprehensive gain		3		—		3
Balance at June 30, 2021	$	(4)	$	2,596	$	2,592

NoNaN amounts were reclassified out of accumulated other comprehensive income during the six months ended June 30, ~~2020.~~2021.

(10) Revenue

~~(11) Revenue~~

Product Development and Licensing Revenue

The ~~Company entered into an~~Company’s agreement with Rockefeller University, ~~in September 2013,~~ as amended, (the “Rockefeller Agreement”) ~~pursuant to which~~provides for the Company ~~performs~~to perform manufacturing and development services for Rockefeller University for their portfolio of antibodies against HIV. This portfolio was licensed to Gilead Sciences in January 2020 from Rockefeller University (“Rockefeller Transaction”). Pursuant to the Rockefeller Agreement, the Company received an upfront payment of $1.8 million as a result of the Rockefeller Transaction which was recorded to revenue during the first quarter of 2020. The Company is eligible to receive additional payments from Rockefeller University if this portfolio progresses through clinical and commercial development.

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Contract and Grants Revenue

The Company has entered into the Rockefeller Agreement and an agreement with ~~Duke University~~Gilead Sciences pursuant to which the Company performs manufacturing and research and development services on a time-and-materials basis or at a negotiated ~~fixed-price~~.fixed-price. The Company recognized ~~$0.2~~$3.2 million and ~~$0.5~~$3.8 million in revenue under these agreements during the three and six months ended June 30, ~~2020,~~2021, respectively, and ~~$0.4~~$0.2 million and ~~$1.5~~$0.6 million during the three and six months ended June 30, ~~2019,~~2020, respectively.

During the third quarter of 2020, the Company was awarded a Small Business Innovation Research (“SBIR”) grant from the National Institutes of Health (NIH) to support the Company’s CDX-1140 and CDX-301 programs. The Company recognized $0.2 million and $0.3 million in grant revenue under the award during the three and six months ended June 30, 2021.

Contract Assets and Liabilities

At June 30, 2021 and December 31, ~~2019 and June 30,~~ 2020, the Company’s right to consideration under all contracts was considered unconditional, and as such, there were no0 recorded contract assets. At June 30, 2021, the Company had $0.1 million in contract liabilities recorded, which is expected to be recognized during the next 12 months as manufacturing and research and development services are performed. At December 31, ~~2019 and June 30,~~ 2020, the Company had ~~$0.3~~$3.4 million in contract liabilities recorded. Revenue recognized from contract liabilities as of December 31, ~~2019~~2020 during the three and six months ended June 30, ~~2020~~2021 was ~~$0.0~~$3.0 million and ~~$0.1~~$3.4 million, respectively.

~~(12)~~(11) Income Taxes

The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and considered its history of losses, ultimately concluding that it is “more likely than not” that the Company will not recognize the benefits of federal, state and foreign deferred tax assets and, as such, has maintained a full valuation allowance on its deferred tax assets as of June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

The net deferred tax liability of ~~$2.8 million and $3.0~~$1.8 million at June 30, ~~2020~~2021 and December 31, ~~2019, respectively,~~2020 relates to the temporary differences associated with the IPR&D intangible assets acquired in previous business combinations and is not deductible for tax purposes. ~~During the quarter ended June 30, 2020, a~~A $0.2 million non-cash income tax benefit was recorded during the second quarter of 2020 related to the impairment of the CDX-3379 IPR&D asset and a $0.9 million non-cash income tax benefit was recorded during the fourth quarter of 2020 related to the partial impairment of the TAM program IPR&D asset.

Massachusetts, New Jersey, New York and Connecticut are the jurisdictions in which the Company primarily operates or has operated and has income tax nexus. The Company is not currently under examination by these or any other jurisdictions for any tax year.

~~(13)~~(12) Net Loss Per Share

Basic net loss per common share is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average potentially dilutive common shares outstanding during the period when the effect is dilutive. In periods in which the Company reports a net loss, there is no difference between basic and diluted net loss per share because dilutive shares of common stock are not assumed to have been issued as their effect is anti-dilutive. The potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive are as follows:

	Six Months Ended June 30,
	2020		2019

					Six Months Ended June 30,
					2021	2020
Stock Options		3,085,287		1,690,074	4,344,622	3,085,287
Restricted Stock		—		1,110	—	—
		3,085,287		1,691,184
					4,344,622	3,085,287

~~(14)~~

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(13) Kolltan Acquisition

On November 29, 2016, the Company acquired all of the share and debt interests of Kolltan, ~~Pharmaceuticals, Inc. (“Kolltan”),~~ a clinical-stage biopharmaceutical company, in exchange for 1,217,200 shares of the Company’s common stock plus contingent consideration in the form of development, regulatory approval and sales-based milestones (“Kolltan Milestones”) of up to $172.5 million. The Kolltan Milestone payments, if any, may be made, at Celldex’s sole election, in cash, in shares of Celldex’s common stock or a combination of both, subject to provisions of the Merger Agreement. Certain Kolltan Milestones related to the METRIC clinical study, TAM partnership closing within two years of the acquisition, CDX-3379 and CDX-0158 have been abandoned ~~consistent with the provisions of the Merger Agreement~~ and, because of this, as of June 30, ~~2020,~~2021, the Company believes that the adjusted amount we may be required to pay for future consideration is up to $107.5 million contingent upon the achievement of the Kolltan Milestones.

In October 2019, the Company received a letter from Shareholder Representative Services LLC (“SRS”), the hired representative of ~~Kolltan’s~~the former stockholders of Kolltan, notifying the Company that it objected to the Company’s ~~abandonment~~characterization of ~~certain Kolltan Milestones relating to~~the development, regulatory approval and sales-based ~~milestones.~~Kolltan Milestones relating to CDX-0158 as having been abandoned and contending instead that the related milestone payments are due from Celldex to the Kolltan stockholder. The Company disagrees with their objection and believes their objection to be without merit. ~~The Company is continuting to discuss with~~

On August 18, 2020, Celldex filed a Verified Complaint in the Court of Chancery of the State of Delaware against SRS (acting in its capacity as the representative of ~~Kolltan’s~~the former stockholders ~~potential amendments~~of Kolltan pursuant to the Merger Agreement) seeking declaratory relief with respect to the rights and obligations of the parties relating to certain contingent milestone payments under the Merger Agreement relating to the discontinued CDX-0158 program. Specifically, Celldex sought the entry of an order declaring that:

(i)

Celldex’s determination to discontinue the development of CDX-0158 (formerly known as KTN0158) was proper and valid under the Merger Agreement;

(ii)

the Milestone Abandonment Notice dated December 5, 2018 from Celldex 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

(iii)

under the Merger Agreement, the CDX-0159 program is not a program that results in milestone payments under the Merger Agreement.

In SRS’ responsive Answer and Verified Counterclaim, SRS made claims of breach of contract with respect to the Merger Agreement, breach of implied covenant of good faith and fair dealing, declaratory relief, and unjust enrichment regarding abandonment of the CDX-0158 milestones, based in part on SRS’ assertion that the CDX-0159 program is in essence an extension of the CDX-0158 (formerly KTN0158) program. The parties entered into non-binding mediation in May 2021 following SRS’s approach to Celldex about its interest in settlement or mediation discussions, but those discussions did not result in a resolution of the dispute. The case remains ongoing and we are currently unable to predict or estimate the outcome of this matter. The case is currently scheduled for trial in June 2022.

Following the Company’s discontinuation of the CDX-3379 program, the Company sent a milestone abandonment notice to SRS with respect to ~~the~~ Kolltan ~~Milestones. There can be no assurances that an amendment~~Milestones related to the ~~Merger Agreement will be completed on terms acceptable~~CDX-3379 program. In October 2020, the Company received notice that SRS has objected to that notice, seeking further information from the Company, which was provided pursuant to the ~~Company or at all. At this time, the Company is unable to reasonably assess the ultimate outcome~~terms of the ~~Company’s disagreement with the representative~~Merger Agreement.

Table of ~~Kolltan’s former stockholders over its objection to the Company’s abandonment of certain Kolltan Milestones or determine an estimate of potential losses, if any.~~Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

·●

our dependence on product candidates, which are still in an early development stage;

·●

our ability to successfully complete research and further development, including ~~animal,~~ preclinical and clinical studies, and, if we obtain regulatory approval, commercialization of our drug candidates and the growth of the markets for those drug candidates;

·●

our anticipated timing for preclinical development, regulatory submissions, commencement and completion of clinical trials and product approvals;

·●

~~The~~the impact of the ~~recent outbreak of a novel strain of coronavirus~~COVID-19 pandemic on our business or on the economy generally;

·●

~~Whether~~whether the ~~recent coronavirus outbreak~~COVID-19 pandemic will affect the timing of the completion of our planned and/or currently ongoing preclinical/clinical trials;

·●

our ability to negotiate strategic partnerships, where appropriate, for our drug candidates;

·●

our ability to manage multiple clinical trials for a variety of drug candidates at different stages of development;

·●

the cost, timing, scope and results of ongoing preclinical and clinical testing;

·●

our expectations of the attributes of our product and development candidates, including pharmaceutical properties, efficacy, safety and dosing regimens;

·●

the cost, timing and uncertainty of obtaining regulatory approvals for our drug candidates;

·●

the availability, cost, delivery and quality of clinical management services provided by our clinical research organization partners;

·●

the availability, cost, delivery and quality of clinical and commercial-grade materials produced by our own manufacturing facility or supplied by contract manufacturers, suppliers and partners;

·●

our ability to develop and commercialize products before competitors that are superior to the alternatives developed by such competitors;

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·●

our ability to develop technological capabilities, including identification of novel and clinically important targets, exploiting our existing technology platforms to develop new drug candidates and expand our focus to broader markets for our existing targeted ~~immunotherapeutics;~~therapeutics;

·●

the cost of paying development, regulatory approval and sales-based milestones under the merger agreement by which we acquired Kolltan, ~~including under any future amendment~~and the cost, timing, and outcome of our declaratory judgment action against the Kolltan stockholder representative with respect to ~~that agreement;~~certain of those milestones;

·●

our ability to realize the anticipated benefits from the acquisition of Kolltan;

·●

our ability to raise sufficient capital to fund our ~~animal,~~ preclinical and clinical studies and to meet our long-term liquidity needs, on terms acceptable to us, or at all. If we are unable to raise the funds necessary to meet our long-term liquidity needs, we may have to delay or discontinue the development of one or more programs, discontinue or delay ongoing or anticipated clinical trials, license out programs earlier than expected, raise funds at significant discount or on other unfavorable terms, if at all, or sell all or part of our business;

·●

our ability to protect our intellectual property rights and our ability to avoid intellectual property litigation, which can be costly and divert management time and attention;

·●

our ability to develop and commercialize products without infringing the intellectual property rights of third parties; and

·●

the risk factors set forth elsewhere in this quarterly report on Form 10-Q and the factors listed under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended December 31, ~~2019~~2020 and other reports that we file with the Securities and Exchange Commission.

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 report or the date of the document incorporated by reference into this report. 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. We have expressed our expectations, beliefs and projections in good faith, and we believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.

OVERVIEW

We are a biopharmaceutical company ~~focused on the development~~dedicated to developing therapeutic monoclonal and ~~commercialization of immunotherapies and other targeted biologics.~~bispecific antibodies that address diseases for which available treatments are inadequate. Our drug candidates ~~are derived from a broad set of human and bispecific antibodies~~include antibody-based therapeutics which have the ability to engage the human immune system and/or directly ~~inhibit tumors~~affect critical pathways to ~~treat specific types~~improve the lives of ~~cancer or other diseases. They are aimed at addressing market opportunities for which we believe current therapies are inadequate or non-existent.~~

patients with inflammatory diseases and many forms of cancer.

We are focusing our efforts and resources on the continued research and development of:

CDX-0159, a monoclonal antibody that specifically binds the KIT receptor and potently inhibits its activity, which recently completed a Phase 1a study in healthy subjects. We plan to study CDX-0159 in mast cell driven diseases, including, initially, initiating Phase 1b studies in chronic spontaneous urticaria (CSU) and chronic inducible urticarias (CIndUs) this fall; and,

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CDX-0159, a monoclonal antibody that specifically binds the KIT receptor and potently inhibits its activity, currently being studied in two Phase 1b studies. We are studying CDX-0159 in mast cell driven diseases, including, initially, in urticarias and plan to initiate a study in prurigo nodularis in the fourth quarter of 2021. In October and December 2020 respectively, we announced that enrollment had opened and the first patients had been dosed in Phase 1b studies in chronic spontaneous urticaria (CSU) and chronic inducible urticaria (CIndU). Positive interim data from the Phase 1b study in CIndU were reported in July 2021 in patients with cold urticaria and symptomatic dermographism. The study has also been expanded to include patients with cholinergic urticaria.

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CDX-1140, an agonist monoclonal antibody targeted to CD40, a key activator of immune response, currently being studied asin a ~~single-agent and in combination with CDX-301, a dendritic cell growth factor.~~Phase1 study. Dose escalation was completed ~~in a Phase 1 study~~ in solid tumors and lymphoma and the recommended dose for further study was determined to be 1.5 mg/kg for both CDX-1140 monotherapy and in combination with ~~CDX-301. Celldex has~~CDX-301, our dendritic cell growth factor. We have initiated multiple expansion cohorts within the study, including a combination cohort with ~~KEYTRUDA~~^®KEYTRUDA® (pembrolizumab) in patients refractory to PD1/PDL1 treatment and ~~plans to initiate~~ a combination cohort with standard of care chemotherapy in patients with untreated metastatic pancreatic ~~cancer later this year. The Company is~~cancer. We are exploring additional combination cohorts with mechanisms that we believe could be complementary or synergistic with CDX-1140; and

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CDX-527, a bispecific antibody that uses our proprietary highly active anti-PD-L1 and CD27 human antibodies to couple CD27 co-stimulation with blockade of the PD-L1/PD-1 pathway, for which we initiated a Phase 1 study in advanced solid tumors in August 2020.

CDX-527, a bispecific antibody that uses our proprietary highly active anti-PD-L1 and CD27 human antibodies to couple CD27 co-stimulation with blockade of the PD-L1/PD-1 pathway, for which we plan to initiate a Phase 1 study in advanced solid tumors later this year.

We are discontinuing development of CDX-3379, an ErbB3 inhibitor, and directing the resources allocated to this program to expanded development of CDX-0159 and other assets in our pipeline. CDX-3379 was in an exploratory study designed to evaluate of the utility of biomarkers for patient selection in the treatment of cetuximab-refractory head and neck squamous cell carcinoma.

We routinely work with external parties to collaboratively advance our drug candidates. In addition to Celldex-led studies, we also have an Investigator Initiated Research (IIR) program with multiple studies ongoing with our drug candidates.

Our goal is to build a fully integrated, commercial-stage biopharmaceutical company that develops important therapies for patients with unmet medical needs. We believe our program assets provide us with the strategic options to either retain full economic rights to our innovative therapies or seek favorable economic terms through advantageous commercial partnerships. This approach allows us to maximize the overall value of our technology and product portfolio while best ensuring the expeditious development of each individual product. Currently, all programs are fully owned by Celldex.

The expenditures that will be necessary to execute our business plan are subject to numerous uncertainties. Completion of clinical trials may take several years or more, and the length of time generally varies substantially according to the type, complexity, novelty and intended use of a drug candidate. It is not unusual for the clinical development of these types of drug candidates to each take five years or more, and for total development costs to exceed $100 million for each drug candidate. We estimate that clinical trials of the type we generally conduct are typically completed over the following timelines:

~~Clinical Phase~~		~~Estimated~~ ~~Completion~~ ~~Period~~
		Estimated
		Completion
Clinical Phase		Period
Phase 1		1 - 2 Years
Phase 2		1 - 5 Years
Phase 3		1 - 5 Years

The duration and the cost of clinical trials may vary significantly over the life of a project as a result of differences arising during the clinical trial protocol, including, among others, the following:

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the number of patients that ultimately participate in the trial;

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the duration of patient follow-up that seems appropriate in view of results;

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the number of clinical sites included in the trials;

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the length of time required to enroll suitable patient subjects; and

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the efficacy and safety profile of the drug candidate.

We test potential drug candidates in numerous preclinical studies for safety, toxicology and immunogenicity. We may then conduct multiple clinical trials for each drug candidate. As we obtain results from trials, we may elect to discontinue or delay clinical trials for certain drug candidates in order to focus our resources on more promising drug candidates.

An element of our business strategy is to pursue the discovery, research and development of a broad portfolio of drug candidates. This is intended to allow us to diversify the risks associated with our research and development expenditures. To the extent we are unable to maintain a broad range of drug candidates, our dependence on the success of one or a few drug candidates increases.

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Regulatory approval is required before we can market our drug candidates as therapeutic products. In order to proceed to subsequent clinical trial stages and to ultimately achieve regulatory approval, the regulatory agency must conclude that our clinical data demonstrate that our product candidates are safe and effective. Historically, the results from preclinical testing and early clinical trials (through Phase 2) have often not been predictive of results obtained in later clinical trials. A number of new drugs and biologics have shown promising results in early clinical trials but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals.

Furthermore, our business strategy includes the option of entering into collaborative arrangements with third parties to complete the development and commercialization of our drug candidates. In the event that third parties take over the clinical trial process for one of our drug candidates, the estimated completion date would largely be under control of that third party rather than us. We cannot forecast with any degree of certainty which proprietary products, if any, will be subject to future collaborative arrangements, in whole or in part, and how such arrangements would affect our development plan or capital requirements. Our programs may also benefit from subsidies, grants, contracts or government or agency-sponsored studies that could reduce our development costs.

As a result of the uncertainties discussed above, among others, it is difficult to accurately estimate the duration and completion costs of our research and development projects or when, if ever, and to what extent we will receive cash inflows from the commercialization and sale of a product. Our inability to complete our research and development projects in a timely manner or our failure to enter into collaborative agreements, when appropriate, could significantly increase our capital requirements and could adversely impact our liquidity. These uncertainties could force us to seek additional, external sources of financing from time to time in order to continue with our business strategy. Our inability to raise additional capital, or to do so on terms reasonably acceptable to us, would jeopardize the future success of our business.

During the past five years through December 31, ~~2019,~~2020, we incurred an aggregate of ~~$408.2~~$350.6 million in research and development expenses. The following table indicates the amount incurred for each of our significant research programs and for other identified research and development activities during the six months ended June 30, ~~2020~~2021 and ~~2019.~~2020. The amounts disclosed in the following table reflect direct research and development costs, license fees associated with the underlying technology and an allocation of indirect research and development costs to each program.


	Six Months		Six Months
	Ended		Ended
	June 30, 2021		June 30, 2020

	(In thousands)
CDX‑0159/Anti-KIT Program	$	10,973	$	2,896
CDX‑1140 and CDX-301		2,845		5,586
CDX‑527		2,328		5,891
Other Programs		8,930		7,027
Total R&D Expense	$	25,076	$	21,400

Six Months Ended
June 30, 2020 Six Months Ended
June 30, 2019
(In thousands)
CDX-0159/Anti-KIT Program $ 2,896 $ 1,974
CDX-1140 5,069 3,195
CDX-527 5,891 3,412
TAM Program 1,192 2,571
Other Programs 6,352 10,080
Total R&D Expense $ 21,400 $ 21,232

Clinical Development Programs

While our clinical development programs have not been significantly, negatively impacted by COVID-19 to date, we continue to carefully monitor the evolving situation closely across all our development programs and work to minimize potential impact/disruptions.

CDX-0159

CDX-0159 is a humanized monoclonal antibody that specifically binds the receptor tyrosine kinase KIT and potently inhibits its activity. KIT is expressed in a variety of cells, including mast cells, and its activation by its ligand SCF regulates mast cell growth, differentiation, survival, chemotaxis and degranulation. In certain inflammatory diseases, such as chronic spontaneous urticaria (CSU), also known as chronic idiopathic urticaria (CIU) and chronic inducible ~~urticarias (CIndUs)~~urticaria (CIndU), mast cell degranulation plays a central role in the onset and progression of the disease.

CDX-0159 is designed to block KIT activation by disrupting both SCF binding and KIT dimerization. Celldex believes that by targeting KIT, CDX-0159 may be able to inhibit mast cell activity and decrease mast cell numbers to provide potential clinical benefit in mast cell related diseases.

~~We recently~~18

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In June 2020, we completed a randomized, double-blind, placebo-controlled, single ascending dose escalation Phase 1a study of CDX-0159 in healthy subjects (n=32; 8 subjects per cohort, 6 CDX-0159; 2 placebo). Subjects received a single intravenous infusion of CDX-0159 at 0.3, 1.0, 3.0, or 9.0 mg/kg or placebo. The objectives of the study included safety and tolerability, pharmacokinetics (PK) and pharmacodynamics (tryptase and stem cell factor) and immunogenicity. Tryptase is an enzyme synthesized and secreted almost exclusively by mast cells and decreases in plasma tryptase levels are believed to reflect a systemic reduction in mast cell burden in both healthy volunteers and in disease. Data from the study were featured in a late breaking presentation at the European Academy of Allergy and Clinical Immunology (EAACI) Annual Congress 2020 in June. CDX-0159 demonstrated a favorable safety profile as well as profound and durable reductions of plasma tryptase, consistent with systemic mast cell suppression.

Most common adverse events were mild infusion-related reactions, all of which spontaneously resolved without intervention. Mild and asymptomatic decreases in neutrophil and white blood cell count were observed in laboratory testing.

A single dose of CDX-0159 suppressed plasma tryptase levels in a dose-dependent manner, indicative of systemic mast cell suppression. Tryptase suppression below the level of detection was observed after a single 1.0 mg/kg dose and was maintained for more than 2 months at single doses of both 3.0 and 9.0 mg/kg of CDX-0159. A subset of subjects from the 3mg/kg and 9 mg/kg cohorts agreed to continued follow up for tryptase suppression which remained below the level of detection for over 3 months (14 weeks) in 50% of subjects and over 4 months (18 weeks) in all subjects, respectively.

~~Dose dependent increases in plasma stem cell factor mirror decreases in tryptase, consistent with allosteric blockade of stem cell factor to KIT and demonstrate complete target engagement in vivo.~~

~~Long serum half-life and non-immunogenic profile support a convenient dosing schedule.~~

~~Enhanced PK profile and durable tryptase suppression at low doses support re-formulation for sub-cutaneous administration.~~

These data ~~support~~supported expansion of the CDX-0159 program into mast cell driven diseases, including initially ~~studies~~ in ~~forms of chronic urticaria (CU) given the central role mast cells are known to play in the etiology of CU. Celldex plans to initiate Phase 1b studies of CDX-0159 this fall in patients with~~ chronic spontaneous urticaria (CSU) and chronic inducible urticaria (CIndU), diseases where mast cell degranulation plays a central role in the onset and progression of the disease. The prevalence of CSU and CIndU is approximately 0.5-1% of the total population or up to 1 to 3 million patients in the United States alone (Weller et al. 2010. Hautarzt. 61(8), Bartlett et al. 2018. DermNet. Org). CSU presents as itchy hives, angioedema or both for at least six weeks without a specific trigger; multiple episodes can play out over years or even decades. About 50% of patients with CSU achieve symptomatic control with antihistamines or leukotriene receptor antagonists. Omalizumab, an IgE inhibitor, provides relief for roughly half of the remaining antihistamine/leukotriene refractory patients. Consequently, there is a need for additional therapies. CIndUs are forms of urticaria that have an attributable cause or trigger associated with them, typically resulting in hives or wheals. Celldex is exploring cold-induced, ~~and~~ dermographism (scratch-induced) and cholinergic (exercise-induced) urticarias.

In October 2020, we announced that enrollment had opened and the first patient had been dosed in a Phase 1b multi-center study of CDX-0159 in CSU. This study is a randomized, double-blind, placebo-controlled clinical trial designed to assess the safety of multiple ascending doses of CDX-0159 in up to 40 patients with CSU who remain symptomatic despite treatment with antihistamines. Secondary and exploratory objectives include pharmacokinetic and pharmacodynamic assessments, including measurement of tryptase and stem cell factor levels and clinical activity outcomes (impact on urticaria symptoms, disease control, clinical response) as well as quality of life assessments. CDX-0159 is administered intravenously (0.5, 1.5, 3 and 4.5 mg/kg at varying dosing schedules) as add on treatment to H1-antihistamines, either alone or in combination with H2-antihistamines and/or leukotriene receptor agonists.

In December 2020, we announced that enrollment had opened and the first patient had been dosed in a second Phase 1b study in CIndU being conducted in Germany in patients who are refractory to antihistamines. This study is an open label clinical trial designed to evaluate the safety of a single dose of CDX-0159 in patients with cold urticaria (n=10) or symptomatic dermographism (n=10). In March of 2021, we added a third cohort in patients with cholinergic urticaria (n=10). Patient’s symptoms are induced via provocation testing that resembles real life triggering situations. Secondary and exploratory objectives include pharmacokinetic and pharmacodynamic assessments, including changes from baseline provocation thresholds, measurement of tryptase and stem cell factor levels, clinical activity outcomes (impact on urticaria symptoms, disease control, clinical response), quality of life assessments and measurement of tissue mast cells through skin biopsies. CDX-0159 is administered intravenously (3.0 mg/kg) on Day 1 as add on treatment to H1-antihistamines.

In July of 2021, we reported positive interim data from the cold urticaria and symptomatic dermographism cohorts. As of the data cut-off on June 11, 2021, 20 patients had received a single intravenous infusion of CDX-0159 at 3 mg/kg, including 11 patients with cold urticaria and 9 patients with symptomatic dermographism. Patients had high disease activity as assessed by provocation threshold testing. In patients with cold urticaria and symptomatic dermographism baseline critical temperature thresholds were 18.9°C/66°F (range: 5-27°C/41-80.6°F) and FricTest® thresholds were 3.8 (range: 3-4) of 4. Safety results were reported for all 20 patients; activity results were reported for the 19 patients who received a full dose of CDX-0159. 14 of 19 patients completed the 12-week study observation period and five were ongoing (range of 2-8 weeks) as of June 11, 2021.

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All 19/19 (100%) patients experienced a clinical response as assessed by provocation threshold testing; 18/19 (95%) experienced a complete response and 1/19 (5%) experienced a partial response.10/10 (100%) patients with cold urticaria experienced a complete response. 8/9 (89%) patients with symptomatic dermographism experienced a complete response and 1/9 (11%) experienced a partial response. Compete responses were observed in all 3 patients (1 cold urticaria; 2 symptomatic dermographism) with prior Xolair® (omalizumab) experience, including two who were Xolair refractory.

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Rapid onset of responses after dosing and sustained durability were observed. Most patients with cold urticaria and symptomatic dermographism experienced a complete response by week 1 and by week 4, respectively. The median duration of response for patients was 77+ days for cold urticaria and 57+ days for symptomatic dermographism.

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Improvements in disease activity as reported by physician’s and patient’s global assessment of disease severity were consistent with the complete responses as measured by provocation testing.

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A single 3 mg/kg dose of CDX-0159 resulted in rapid, marked and durable suppression of serum tryptase and depletion of skin mast cells (87% depletion) as measured through biopsy. The kinetics of serum tryptase and skin mast cell depletion mirrored clinical activity. This confirmed that serum tryptase level is a robust pharmacodynamic biomarker for assessing mast cell burden and clinical activity in inducible urticaria and potentially in other diseases with mast cell driven involvement.

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CDX-0159 was generally well tolerated. The most common adverse events were hair color changes, mild infusion reactions, and transient changes in taste perception. Hair color changes (generally small areas of hair color lightening) and taste disorders (generally partial changes of ability to taste salt) are consistent with inhibiting KIT signaling in other cell types and are expected to be fully reversible. As previously reported, a single severe infusion reaction of brief loss of consciousness was observed in a patient with a history of fainting. The patient rapidly recovered. Importantly, no evidence of mast cell activation as measured by serum tryptase monitoring was observed. There was no evidence of clinically significant decreases in hematology parameters—an important finding for a KIT inhibitor.

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One patient with symptomatic dermographism enrolled in the study also had a diagnosis of prurigo nodularis. After a single dose of CDX-0159, this patient experienced both a complete response of symptomatic dermographism and notable improvement of the prurigo nodularis.

We continue to assess potential opportunities for CDX-0159 in other diseases where mast cells play an important role, such as dermatologic, respiratory, allergic, gastrointestinal and ophthalmic conditions. In the fourth quarter of 2021, we plan to expand clinical development of CDX-0159 into prurigo nodularis (PN), a chronic skin disease characterized by the development of hard, intensely itchy (pruritic) nodules on the skin. Mast cells through their interactions with sensory neurons and other immune cells are believed to play an important role in amplifying chronic itch and neuroinflammation, both of which are a hallmark of PN. There are currently no FDA approved therapies for PN, representing an area of significant unmet need. The Phase 1 study will be a randomized, double-blind, placebo-controlled trial designed to evaluate single and multiple doses of CDX-0159 to assess safety, pharmacokinetics and clinical effect in patients with PN.

Manufacturing activities are also progressing as planned to support the introduction of the CDX-0159 subcutaneous formulation into the clinical program. Celldex ~~is also exploring additional mast cell driven diseases for future development.~~plans to initiate a randomized, double-blind, placebo-controlled, Phase 1 study designed to evaluate the safety of single ascending doses of the subcutaneous formulation of CDX-0159 in healthy volunteers in the third quarter of 2021

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CDX-1140

CDX-1140 is a fully human agonist monoclonal antibody targeted to CD40, a key activator of immune response, which is found on dendritic cells, macrophages and B cells and is also expressed on many cancer cells. Potent CD40 agonist antibodies have shown encouraging results in early clinical studies; however, systemic toxicity associated with broad CD40 activation has limited their dosing. CDX-1140 has unique properties relative to other CD40 agonist antibodies: potent agonist activity is independent of Fc receptor interaction, contributing to more consistent, controlled immune activation; CD40L binding is not blocked, leading to potential synergistic effects of agonist activity near activated T cells in lymph nodes and tumors; and the antibody does not promote cytokine production in whole blood assays. CDX-1140 has shown direct anti-tumor activity in preclinical models of lymphoma. Preclinical studies of CDX-1140 clearly demonstrate strong immune activation effects and low systemic toxicity and support the design of the Phase 1 study to identify the dose for characterizing single-agent and combination activity.

We initiated a Phase 1 study of CDX-1140 in November ~~2017. This study is expected to enroll~~2017 in up to ~~approximately 220~~260 patients with recurrent, locally advanced or metastatic solid tumors and B cell lymphomas. The study is designed to determine the maximum tolerated dose, or MTD, during a dose-escalation phase (0.01 to 3.0 mg/kg once every four weeks until confirmed progression or intolerance) and to recommend a dose level for further study in a subsequent expansion phase. The expansion is designed to further evaluate the tolerability and biologic effects of selected dose(s) of CDX-1140 in specific tumor types. Secondary objectives include assessments of safety and tolerability, pharmacodynamics, pharmacokinetics, immunogenicity and additional measures of anti-tumor activity, including clinical benefit rate. We believe that the potential for CDX-1140 will be best defined in combination studies with other immunotherapies or conventional cancer treatments.

In support of this, the Phase 1 study protocol also allows for the exploration of CDX-1140 in combination with ~~CDX-301 at a fixed dose of CDX-301 and escalating doses of CDX-1140. Dendritic cells, which express CD40, are often rare or missing from the tumor microenvironment and are critical for initiating~~other agents that may potentiate anti-tumor ~~immunity.~~responses. A combination cohort with CDX-301, ~~a recombinant FMS-like tyrosine kinase 3 ligand, or Flt3L, is~~ a hematopoietic cytokine that uniquely expands dendritic cells and hematopoietic stem cells has been completed. Two combination cohorts are currently ongoing. A combination of CDX-1140 with pembrolizumab has completed the safety run-in and expansion cohorts in patients with checkpoint-refractory squamous cell head and neck cancer and non-small cell lung cancer is enrolling patients. A combination of CDX-1140 with ~~other agents may potentiate anti-tumor responses. CDX-301~~gemcitabine/nab-paclitaxel in patients with previously untreated metastatic pancreatic adenocarcinoma is ~~being utilized as a priming agent~~also enrolling patients.

The maximum tolerated dose (MTD) and recommended dose for continued study has been determined to be 1.5 mg/kg — one of the highest systemic dose levels in ~~this study to increase~~ the number of dendritic cells in blood and tissue available for CDX-1140 activation. CDX-1140 should, in turn, activate and mature the dendritic cells, an important step for enhancing anti-tumor immune responses.

CD40 agonist class. Interim data from ~~this ongoing~~the study were presented at the Society for Immunotherapy of Cancer’s (SITC) ~~34th~~35th Annual Meeting ~~in November 2019. CDX-1140 monotherapy dose escalation in~~2020. The presentation focused on patients treated at the ~~study is complete and the maximum tolerated dose~~MTD and recommended ~~Phase 2~~ dose ~~was defined as~~of 1.5 mg/kg. 41 patients (n=25 monotherapy; n=16 in combination with CDX-301) had been treated at the 1.5 mg/kg ~~every four weeks.~~dose at the time of data cutoff; 29 patients had post-treatment scans performed and five patients had not reached their first post-treatment response assessment. In addition, preliminary safety data from the combination cohort with pembrolizumab (n=9; 4 at 0.72 mg/kg and 5 at 1.5 mg/kg CDX-1140) were also presented. CDX-1140 monotherapy and in combination with ~~CDX-301~~pembrolizumab was generally well tolerated with mostly grade 1 or grade 2 drug related adverse ~~events reported. Two patients out of six experienced pneumonitis as~~events. Activity at 1.5mg/kg dose ~~limiting toxicities (DLTs) in the CDX-1140 3.0 mg/kg monotherapy cohort. There were no DLTs observed in the CDX-301 combination cohorts up to 0.72 mg/kg CDX-1140. A cohort~~ of CDX-1140 included:

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An ongoing (6+ months) complete response (CR) in a patient with follicular lymphoma treated with CDX-1140 in combination with CDX-301;

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Notable tumor shrinkage and/or necrosis in 6 patients with squamous cell head and neck cancer (SCCHN), including extensive tumor cavitation/necrosis of a large baseline protruding neck mass associated with decreased tumor pain in a patient; and,

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Stable disease (n=10) for 11 to 32 weeks.

CDX-1140 at ~~1.5 mg/kg plus CDX-301, which was ongoing at the time of data release, has subsequently completed dose escalation with no DLTs observed; therefore,~~ the recommended dose of ~~CDX-1140~~1.5 mg/kg provided good systemic exposure that enhanced the distribution into tissues and tumor and resulted in ~~combination~~marked changes in the tumor microenvironment (TME) consistent with ~~CDX-301 is 1.5mg/kg.~~

Asa more inflammatory and less immunosuppressive state as demonstrated by gene expression analysis. Interferon signaling and cytotoxicity pathways were most highly upregulated, while immunosuppression via TGFb signaling and metastatic pathways were downregulated, marking the first clear demonstration in patients of the cut-off date for data reporting for SITC, 62 patients with advanced refractory solid tumors or lymphoma were enrolled and 38 patients had pre- and post-treatment scans available. Patients were heavily pretreated (median of 4 prior therapies) and per protocol were required to have received all standard of care treatments prior to study entry. CDX-1140 demonstrated clinical and biological activity inwithin the ~~study.~~TME for a systemically administered agonist anti-CD40 mAb.

~~Two~~

Table of five patients with head and neck squamous cell carcinoma (HNSCC) treated with CDX-1140 doses of 0.72 mg/kg or higher experienced clinical activity. The first patient experienced dramatic shrinkage of a large, protruding neck mass on physical exam after two doses of CDX-1140 at 1.5 mg/kg with documented evidence of tumor necrosis/cavitation on CT scan. This patient also reported decreased tumor pain. A second patient experienced cavitation of greater than 50% of lung metastases on CT scan after one dose of CDX-1140 3 mg/kg.Contents

A patient with gastroesophageal carcinoma experienced a RECIST response after two cycles of CDX-1140 0.36 mg/kg plus CDX-301 that included 41% shrinkage of liver and lymph node target lesions, with near complete resolution of the liver lesion. This response was durable for four months.

~~Six patients experienced stable disease (n=4 CDX-1140 monotherapy; n=2 CDX-1140/CDX-301 combination) with a duration of 1.8 months to 5.4 months.~~

One patient experienced immune unconfirmed progressive disease on their first scan and continued on treatment for 10+ months without confirmation of progressive disease at CDX-1140 0.09 mg/kg plus CDX-301.

Potent pharmacological effects associated with immune activation were also observed, including transient induction of inflammatory cytokines and chemokines associated with dendritic cell and T cell activation at higher dose levels. Similar activation was observed with each cycle of therapy. Peripheral blood immune cells had upregulated immune activation markers and CDX-301 markedly increased the number of dendritic cells and was associated with higher IL-12p40 induction, a key molecule for inducing anti-tumor T cell responses.

CDX-1140 monotherapy expansion cohorts in HNSCC, renal cell carcinoma and gastroesophageal adenocarcinoma have been added to the study, along with a combination cohort of CDX-1140 and CDX-301 in HNSCC. In addition, we have prioritized a cohort to evaluate CDX-1140 in combination with KEYTRUDA^® (pembrolizumab), Merck’s anti-PD-1 therapy, under a clinical trial collaboration agreement with Merck (known as MSD outside of the U.S. and Canada). The cohort is designed to characterize the safety, pharmacodynamics and activity of CDX-1140 in combination with pembrolizumab in patients refractory to PD1/PDL1 treatment. Enrollment is ongoing. We also plan to initiate a cohort in combination with standard of care chemotherapy in patients with previously untreated metastatic pancreatic cancer later this year. The Company is exploring additional combination cohorts with mechanisms that we believe could be complementary or synergistic with CDX-1140.

CDX-527

CDX-527 is the first candidate from Celldex’s bispecific antibody platform. Bispecifics provide opportunities to engage two independent pathways involved in controlling immune responses to tumors. CDX-527 uses Celldex’s proprietary highly active anti-PD-L1 and CD27 human antibodies to couple CD27 co-stimulation with blockade of the PD-L1/PD-1 pathway to help prime and activate anti-tumor T cell responses through CD27 costimulation, while preventing PD-1 inhibitory signals that subvert the immune response.

Celldex’s prior clinical experience with combining CD27 activation and PD-1 blockade provide the rationale for linking these two pathways into one molecule. Preclinical data presented at the SITC 34th Annual Meeting in November 2019 demonstrated that CDX-527 is more potent at T cell activation and anti-tumor immunity than the combination of parental monoclonal antibodies.

~~Later this year, Celldex plans to initiate~~In August 2020, we announced the initiation of a Phase 1 dose-escalation study. The study inincludes up to ~~~90~~approximately 40 patients with advanced or metastatic solid tumors that have progressed during or after standard of care therapy to be followed by tumor-specific expansion cohorts. The study is designed to determine the maximum tolerated dose, or MTD, during a dose-escalation phase and to recommend a dose level for further study in the subsequent expansion phase. The expansion is designed to further evaluate the tolerability, and biologic and anti-tumor effects of selected dose level(s) of CDX-527 in specific tumor ~~types.~~types.Enrollment is ongoing.

~~CDX-3379~~

CDX-3379 is a human monoclonal antibody with half-life extension designed to block the activity of ErbB3 (HER3). We believe ErbB3 may be an important receptor regulating cancer cell growth and survival as well as resistance to targeted therapies. ErbB3 is expressed in many cancers, including head and neck, thyroid, breast, lung and gastric cancers, as well as melanoma. CDX-3379 was recently evaluated in a Phase 2 open-label exploratory study in combination with Erbitux in patients with human papillomavirus (HPV) negative, Erbitux-resistant, advanced HNSCC who have previously been treated with an anti-PD1 checkpoint inhibitor, a population with limited options and a particularly poor prognosis.

The study was initially designed as a Simon two-stage design with an interim futility analysis following enrollment of the first 13 patients. According to the study design, if at least one patient achieved an objective response in the first stage, enrollment could progress to the second stage. The primary endpoint of the study was objective response rate (ORR). Secondary endpoints included assessments of clinical benefit response (CBR), duration of response (DOR), progression-free survival (PFS), overall survival (OS), and safety and pharmacokinetics associated with the combination. Enrollment to the first stage of the Phase 2 study (n=15) was completed and interimInterim data were presented at the ~~2019 ASCO~~American Society of Clinical Oncology (ASCO) 2021 Annual Meeting in ~~June. A durable confirmed complete response (11+ months)~~June that demonstrated a good safety profile along with promising pharmacodynamic and ~~an unconfirmed partial response (uPR)~~pharmacokinetic activity, which are important key hurdles for the development of bispecific antibodies. As of the data cut-off (April 16, 2021), 11 patients were enrolled in ~~a patient that had not received cetuximab were observed; 7 patients experienced stable disease (47%; includes uPR). CDX-3379 in combination~~the first 5 dose escalation cohorts, 0.03 mg/kg through 3 mg/kg.CDX-527 was well tolerated, with ~~cetuximab was generally associated with target-mediated~~no dose-limiting toxicities or treatment related serious adverse events observed. Pharmacokinetics and receptor occupancy demonstrate good exposure starting at the 1 mg/kg dose and no evidence of ~~diarrhea~~significant anti-drug antibodies impact. Pharmacodynamic parameters demonstrate biological activity consistent with immune activation including: transient increase in pro inflammatory cytokines/chemokines, upregulation of activation marker on T cells and ~~rash~~particularly NK cells and ~~dose reductions and/or delays~~a decrease in regulatory T cells. Enrollment to the ~~combination therapy in the majority~~dose escalation portion of patients were contemplated to have potentially impacted the magnitude of anti-tumor activity in the study. The analysis presented at ASCO also suggested that observed antitumor activity with CDX-3379 across the Phase 1 and Phase 2 studies might be associated with somatic mutations in the FAT1 and NOTCH1-3 genes—genes associated with tumor suppression.

~~Based on these biomarker observations and the clinical activity observed in the Phase 2 study,~~ the study ~~was amended~~has been completed and ~~expanded to add an additional 30 patients to allow for an evaluation of the utility of biomarkers for patient selection. Enrollment of the first 15 patients in this~~ expansion cohort was recently completed. One patient experienced an ongoing objective response (7%) and 5 (33%) patients experienced stable disease on at least one tumor assessment. Consistent with the first cohort, the combination of CDX-3379 and cetuximab appears to result in synergistic toxicity with target mediated adverse events of diarrhea and rash. While diarrhea prophylaxis implemented in second cohort appeared to have been effective in ameliorating severity of symptoms it did not decrease the frequency and the incidence of severe rash increased, resulting in dose reductions and/or delays to the combination therapy in the majority of patients. When considered together, the emerging clinical activity data is not adequate to justify the significant toxicity of the combination and the results do not support continued development of the combination, regardless of pending biomarker data. As a result, Celldex is discontinuing development of CDX-3379 and the resources allocated to this program will be focused on expanded development of CDX-0159 and additional assets in our pipeline.cohorts are being planned.

CRITICAL ACCOUNTING POLICIES

See Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information regarding newly adopted and recent accounting pronouncements. See also Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 for a discussion of our critical accounting policies. There have been no material changes to such critical accounting policies. We believe our most critical accounting policies include accounting for contingent consideration, revenue recognition, intangible and long-lived assets, research and development expenses and stock-based compensation expense.

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RESULTS OF OPERATIONS

Three Months Ended June 30, ~~2020~~2021 Compared with Three Months Ended June 30, ~~2019~~2020

Three Months Ended
June 30, Increase/
(Decrease) Increase/
(Decrease)
2020 2019 $ %
(In thousands)
Revenues:
Product Development and Licensing Agreements $ — $ 195 $ (195 ) (100 )%
Contracts and Grants 236 520 (284 ) (55 )%
Total Revenue $ 236 $ 715 $ (479 ) (67 )%
Operating Expenses:
Research and Development 9,705 10,081 (376 ) (4 )%
General and Administrative 3,528 3,908 (380 ) (10 )%
Intangible Asset Impairment 3,500 — 3,500 n/a
Gain on Fair Value Remeasurement of Contingent Consideration (5,132 ) (1,017 ) 4,115 405 %
Total Operating Expense 11,601 12,972 (1,371 ) (11 )%
Operating Loss (11,365 ) (12,257 ) (892 ) (7 )%
Investment and Other Income, Net 106 478 (372 ) (78 )%
Net Loss Before Income Tax Benefit (11,259 ) (11,779 ) (520 ) (4 )%
Income Tax Benefit 228 — 228 n/a
Net Loss $ (11,031 ) $ (11,779 ) $ (748 ) (6 )%


	Three Months Ended				Increase/		Increase/
	June 30,				(Decrease)		(Decrease)
	2021		2020		$		%

	(In thousands)
Revenues:
Product development and licensing agreements	$	26	$	—	$	26	n/a
Contracts and grants		3,454		236		3,218	1,364	%
Total revenues	$	3,480	$	236	$	3,244	1,375	%
Operating expenses:
Research and development		12,356		9,705		2,651	27	%
General and administrative		4,306		3,528		778	22	%
Intangible Asset Impairment		—		3,500		(3,500)	(100)	%
Loss (Gain) on fair value remeasurement of contingent consideration		258		(5,132)		5,390	105	%
Total operating expense		16,920		11,601		5,319	46	%
Operating loss		(13,440)		(11,365)		2,075	18	%
Investment and other income, net		67		106		(39)	(37)	%
Net Loss Before Income Tax Benefit		(13,373)		(11,259)		2,114	19	%
Income Tax Benefit		—		228		(228)	(100)	%
Net loss	$	(13,373)	$	(11,031)	$	2,342	21	%

Net Loss

The ~~$0.7~~$2.3 million ~~decrease~~increase in net loss for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily the result of an increase in the ~~gain~~loss on fair value remeasurement of contingent ~~consideration, partially offset by the increase in non-cash intangible asset impairment expense.~~

consideration.

Revenue

~~The $0.2 million decrease in~~Revenue from product development and licensing agreements ~~revenue~~ for the three months ended June 30, ~~2020, as compared to~~2021 was consistent with the three months ended June 30, ~~2019, was primarily due to a decrease in revenue under the Rockefeller Agreement.~~2020. The ~~$0.3~~$3.2 million ~~decrease~~increase in contracts and grants revenue for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily ~~related~~due to ~~a decrease~~an increase in services performed under our contract manufacturing and research and development ~~agreement~~agreements with ~~Duke University.~~Rockefeller University and Gilead Sciences. We expect revenue to ~~remain relatively consistent~~decrease over the next twelve months ~~although there may~~as a result of a decrease in services expected to be ~~fluctuations on a quarterly basis.~~performed under our contract manufacturing and research and development agreements with Rockefeller University and Gilead Sciences.

Research and Development Expense

Research and development expenses consist primarily of (i) personnel expenses, (ii) laboratory supply expenses relating to the development of our technology, (iii) facility expenses and (iv) product development expenses associated with our drug candidates as follows:


											Three Months Ended				Increase/
											June 30,				(Decrease)
											2021		2020		$		%
	Three Months Ended June 30				Increase/ (Decrease)
	2020		2019		$			%
	(In thousands)
												(In thousands)
Personnel	$	5,216	$	5,408	$	(192	)		(4	)%	$	5,844	$	5,216	$	628	12	%
Laboratory Supplies		775		1,257		(482	)		(38	)%
Laboratory supplies												1,356		775		581	75	%
Facility		1,758		1,558		200			13	%		1,198		1,758		(560)	(32)	%
Product Development		1,023		827		196			24	%
Product development												2,972		1,023		1,949	191	%

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Personnel expenses primarily include salary, benefits, stock-based compensation and payroll taxes. The ~~$0.2~~$0.6 million ~~decrease~~increase in personnel expenses for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily due to ~~lower~~higher stock-based compensation expense. We expect personnel expenses ~~to remain relatively consistent~~increase over the next twelve months as a result of expanded development of CDX-0159, although there may be fluctuations on a quarterly basis.

Laboratory supplies expenses include laboratory materials and supplies, services, and other related expenses incurred in the development of our technology. The ~~$0.5~~$0.6 million ~~decrease~~increase in laboratory supply expenses for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily due to ~~lower~~higher laboratory materials and supplies purchases. We expect laboratory supplies expenses to remain relatively consistent over the next twelve months, although there may be fluctuations on a quarterly basis.

Facility expenses include depreciation, amortization, utilities, rent, maintenance and other related expenses incurred at our facilities. The ~~$0.2~~$0.6 million ~~increase~~decrease in facility expenses for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily due to ~~higher variable lease expense, including common area maintenance~~lower rent and ~~utilities, in the second quarter of 2020.~~depreciation expenses. We expect facility expenses to ~~decrease~~remain relatively consistent over the next twelve months, asalthough there may be fluctuations on a ~~result of the consolidation our Massachusetts lab and manufacturing facilities in the second quarter of 2020. In July 2020, we extended the term of its Fall River lease through July 2023.~~

quarterly basis.

Product development expenses include clinical investigator site fees, external trial monitoring costs, data accumulation costs, contracted research and outside clinical drug product manufacturing. The ~~$0.2~~$1.9 million increase in product development expenses for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily due to an increase in contract ~~manufacturing~~research and clinical trial ~~expenses of $0.4 million, partially offset by a decrease in contract research expenses of $0.2 million.~~expenses. We expect product development expenses to increase over the next twelve months as a result of expanded development of CDX-0159, although there may be fluctuations on a quarterly basis.

General and Administrative Expense

The ~~$0.4~~$0.8 million ~~decrease~~increase in general and administrative expenses for the three months ended June 30, ~~2020,~~2021, as compared to the three months ended June 30, ~~2019,~~2020, was primarily due to ~~lower stock-based compensation expense.~~higher personnel expenses. We expect general and administrative expenses to remain relatively consistent over the next twelve months, although there may be fluctuations on a quarterly basis.

Intangible Asset Impairment

We evaluated the CDX-3379 IPR&D asset for potential impairment as a result of the discontinuation of the CDX-3379 ~~program.~~program in the second quarter of 2020. We concluded that the CDX-3379 IPR&D asset was fully impaired, and a non-cash impairment charge of $3.5 million was recorded for the three months ended June 30, 2020.

~~Gain~~Loss (Gain) on Fair Value Remeasurement of Contingent Consideration

The $0.3 million loss on fair value remeasurement of contingent consideration for the three months ended June 30, 2021 was primarily due to the passage of time. The $5.1 million gain on fair value remeasurement of contingent consideration for the three months ended June 30, 2020 was primarily due to updated assumptions for CDX-3379 related milestones due to the discontinuation of the CDX-3379 program. ~~The $1.0 million gain on fair value remeasurement of contingent consideration for the three months ended June 30, 2019 was primarily due to changes in discount rates and the passage of time.~~

Investment and Other Income, Net

~~The $0.4 million decrease in investment~~Investment and other income, net for the three months ended June 30, ~~2020, as compared to~~2021 was consistent with the three months ended June 30, ~~2019, was primarily due to lower levels of cash~~2020. We expect investment and ~~investment balances. We anticipate investment~~other income to increase over the next twelve months due to higher levels of cash ~~and investment balances and higher other income related to~~as a result of our ~~sale of New Jersey tax benefits.~~

July 2021 underwritten public offering, although there may be fluctuations on a quarterly basis.

Income Tax Benefit

During the quarter ended June 30, 2020, a $0.2 million non-cash income tax benefit was recorded related to the impairment of the CDX-3379 IPR&D asset.

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Six Months Ended June 30, ~~2020~~2021 Compared with Six Months Ended June 30, ~~2019~~2020


	Six Months Ended				Increase/		Increase/
	June 30,				(Decrease)		(Decrease)
	2021		2020		$		%

			(In thousands)
Revenues:
Product Development and Licensing Agreements	$	29	$	2,285	$	(2,256)	(99)	%
Contracts and Grants		4,136		680		3,456	508	%
Total Revenue	$	4,165	$	2,965	$	1,200	40	%
Operating Expenses:
Research and Development		25,076		21,400		3,676	17	%
General and Administrative		8,426		7,194		1,232	17	%
Intangible Asset Impairment		—		3,500		(3,500)	(100)	%
Loss (Gain) on Fair Value Remeasurement of Contingent Consideration		741		(4,898)		5,639	115	%
Total Operating Expense		34,243		27,196		7,047	26	%
Operating Loss		(30,078)		(24,231)		5,847	24	%
Investment and Other Income, Net		167		347		(180)	(52)	%
Net Loss Before Income Tax Benefit		(29,911)		(23,884)		6,027	25	%
Income Tax Benefit		—		228		(228)	(100)	%
Net Loss	$	(29,911)	$	(23,656)	$	6,255	26	%

Six Months Ended
June 30, Increase/
(Decrease) Increase/
(Decrease)
2020 2019 $ %
(In thousands)
Revenues:
Product Development and Licensing Agreements $ 2,285 $ 325 $ 1,960 603 %
Contracts and Grants 680 1,815 (1,135 ) (63 )%
Total Revenue $ 2,965 $ 2,140 $ 825 39 %
Operating Expenses:
Research and Development 21,400 21,232 168 1 %
General and Administrative 7,194 8,804 (1,610 ) (18 )%
Intangible Asset Impairment 3,500 — 3,500 n/a
Other Asset Impairment — 1,800 (1,800 ) (100 )%
(Gain) Loss on Fair Value Remeasurement of Contingent Consideration (4,898 ) 502 5,400 1,076 %
Total Operating Expense 27,196 32,338 (5,142 ) (16 )%
Operating Loss (24,231 ) (30,198 ) (5,967 ) (20 )%
Investment and Other Income, Net 347 1,180 (833 ) (71 )%
Net Loss Before Income Tax Benefit (23,884 ) (29,018 ) (5,134 ) (18 )%
Income Tax Benefit 228 — 228 n/a
Net Loss $ (23,656 ) $ (29,018 ) $ (5,362 ) (18 )%

Net Loss

The ~~$5.4~~$6.3 million ~~decrease~~increase in net loss for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily the result of an increase in the ~~gain~~loss on fair value remeasurement of contingent consideration and ~~a decrease~~an increase in ~~non-cash other asset impairment expense,~~research and development expenses, partially offset by ~~an increase~~a decrease in intangible asset impairment expense.

Revenue

The ~~$2.0~~Company’s agreement with Rockefeller University, as amended, (the “Rockefeller Agreement”) provides for the Company to perform manufacturing and development services for Rockefeller University for their portfolio of antibodies against HIV. This portfolio was licensed to Gilead Sciences in January 2020 from Rockefeller University (“Rockefeller Transaction”). The $2.3 million ~~increase~~decrease in product development and licensing agreements revenue for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily due to the $1.8 million received from the Rockefeller ~~Transaction.~~Transaction in the first quarter of 2020. The ~~$1.1~~$3.5 million ~~decrease~~increase in contracts and grants revenue for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily related to ~~a decrease~~an increase in services performed under our manufacturing and research and development ~~agreement~~agreements with ~~Duke University.~~

Rockefeller University and Gilead Sciences.

Research and Development Expense


	Six Months Ended				Increase/
	June 30,				(Decrease)
	2020		2019		$		%

			(In thousands)
Personnel	$	11,882	$	10,832	$	1,050	10	%
Laboratory Supplies		3,115		2,235		880	39	%
Facility		2,452		3,487		(1,035)	(30)	%
Product Development		5,734		2,829		2,905	103	%

Six Months Ended
June 30, Increase/
(Decrease)
2020 2019 $ %
(In thousands)
Personnel $ 10,832 $ 11,162 $ (330 ) (3 )%
Laboratory Supplies 2,235 2,053 182 9 %
Facility 3,487 3,454 33 1 %
Product Development 2,829 2,522 307 12 %

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Personnel expenses primarily include salary, benefits, stock-based compensation and payroll taxes. The ~~$0.3~~$1.0 million ~~decrease~~increase in personnel expenses for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily due to ~~lower~~higher stock-based compensation expense.

Laboratory supplies expenses include laboratory materials and supplies, services, and other related expenses incurred in the development of our technology. The ~~$0.2~~$0.9 million increase in laboratory supply expenses for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily due to higher laboratory materials and supplies purchases.

Facility expenses include depreciation, amortization, utilities, rent, maintenance and other related expenses incurred at our facilities. ~~Facility~~The $1.0 million decrease in facility expenses for the six months ended June 30, ~~2020 were consistent with~~2021, as compared to the six months ended June 30, ~~2019.~~

2020, was primarily due to lower rent and depreciation expenses.

Product development expenses include clinical investigator site fees, external trial monitoring costs, data accumulation costs, contracted research and outside clinical drug product manufacturing. The ~~$0.3~~$2.9 million increase in product development expenses for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily due to an increase in clinical trial and contract ~~manufacturing expenses of $0.9 million, partially offset by a decrease in contract~~ research ~~expenses of $0.6 million.~~

expenses.

General and Administrative Expense

The ~~$1.6~~$1.2 million ~~decrease~~increase in general and administrative expenses for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily due to ~~lower stock-based compensation expense.~~

higher personnel expenses.

Intangible Asset Impairment

~~Other Asset Impairment~~

We concluded that the Company’s investment in an undisclosed private company was impaired as a result of a deterioration in the private company’s financial condition and recorded a non-cash impairment charge of $1.8 million during the first quarter of 2019.

~~Gain~~Loss (Gain) on Fair Value Remeasurement of Contingent Consideration

The $0.7 million loss on fair value remeasurement of contingent consideration for the six months ended June 30, 2021 was primarily due to changes in discount rates and the passage of time. The $4.9 million gain on fair value remeasurement of contingent consideration for the six months ended June 30, 2020 was primarily due to updated assumptions for CDX-3379 related milestones due to the discontinuation of the CDX-3379 program and the passage of time. ~~The $0.5 million loss on fair value remeasurement of contingent consideration for the six months ended June 30, 2019 was primarily due to~~ ~~changes in discount rates and the passage of time.~~

Investment and Other Income, Net

The ~~$0.8~~$0.2 million decrease in investment and other income, net for the six months ended June 30, ~~2020,~~2021, as compared to the six months ended June 30, ~~2019,~~2020, was primarily due to lower ~~levels of cash and investment balances and lower other~~interest rates on fixed income ~~related to our sale of New Jersey tax benefits.~~

investments.

Income Tax Benefit

During the quarter ended June 30, 2020, a $0.2 million non-cash income tax benefit was recorded related to the impairment of the CDX-3379 IPR&D asset.

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LIQUIDITY AND CAPITAL RESOURCES

Our cash equivalents are highly liquid investments with a maturity of three months or less at the date of purchase and consist primarily of investments in money market mutual funds with commercial banks and financial institutions. We maintain cash balances with financial institutions in excess of insured limits. We do not anticipate any losses with respect to such cash balances. We invest our excess cash balances in marketable securities, including municipal bond securities, U.S. government agency securities and high-grade corporate bonds that meet high credit quality standards, as specified in our investment policy. Our investment policy seeks to manage these assets to achieve our goals of preserving principal and maintaining adequate liquidity.

The use of our cash flows for operations has primarily consisted of salaries and wages for our employees; facility and facility-related costs for our offices, laboratories and manufacturing facility; fees paid in connection with preclinical studies, clinical studies, contract manufacturing, laboratory supplies and services; and consulting, legal and other professional fees. To date, the primary sources of cash flows from operations have been payments received from our collaborative partners and from government entities and payments received for contract manufacturing and research and development services provided by us. The timing of any new contract manufacturing and research and development agreements, collaboration agreements, government contracts or grants and any payments under these agreements, contracts or grants cannot be easily predicted and may vary significantly from quarter to quarter.

At June 30, ~~2020,~~2021, our principal sources of liquidity consisted of cash, cash equivalents and marketable securities of ~~$206.9~~$164.0 million. We have had recurring losses and incurred a loss of ~~$23.7~~$29.9 million for the six months ended June 30, ~~2020.~~2021. Net cash used in operations for the six months ended June 30, ~~2020~~2021 was ~~$23.3~~$30.0 million. We believe that the cash, cash equivalents and marketable securities at June 30, ~~2020~~2021, along with the approximately $270.0 million in net proceeds raised in our July 2021 underwritten public offering, are sufficient to meet estimated working capital requirements and fund planned operations through ~~2023.~~2025. This could be impacted if we ~~elected~~elect to pay Kolltan contingent milestones, if any, in cash.

During the next twelve months, we may take further steps to raise additional capital to meet our long-term liquidity needs including, but ~~may~~ not be limited to, one or more of the following: the licensing of drug candidates with existing or new collaborative partners, possible business combinations, issuance of debt, or the issuance of common stock or other securities via private placements or public offerings. Although we have been successful in raising capital in the past, there can be no assurance that additional financing will be available on acceptable terms, if at all, and our negotiating position in capital raising efforts may worsen as existing resources are used. There is also no assurance that we will be able to enter into further collaborative relationships. Additional equity financings may be dilutive to our stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business; and licensing or strategic collaborations may result in royalties or other terms which reduce our economic potential from products under development. Our ability to continue funding our planned operations into and beyond twelve months from the issuance date is also dependent on the timing and manner of payment of future contingent milestones from the Kolltan acquisition, in the event that we achieve the drug candidate milestones related to those payments. We may decide to pay those milestone payments in cash, shares of our common stock or a combination thereof. If we are unable to raise the funds necessary to meet our long-term liquidity needs, we may have to delay or discontinue the development of one or more programs, discontinue or delay ongoing or anticipated clinical trials, license out programs earlier than expected, raise funds at a significant discount or on other unfavorable terms, if at all, or sell all or a part of our business.

Operating Activities

Net cash used in operating activities was $30.0 million for the six months ended June 30, 2021 as compared to $23.3 million for the six months ended June 30, ~~2020 as compared to $24.3 million for the six months ended June 30, 2019.~~2020. The ~~decrease~~increase in net cash used in operating activities was primarily due to a decrease in ~~general and administrative expenses and an increase in~~ cash received related to product development and licensing ~~agreements.~~agreements and an increase in research and development and general and administrative expenses. We expect that cash used in operating activities will remain relatively consistent over the next twelve months, although there may be fluctuations on a quarterly basis.

We have incurred and will continue to incur significant costs in the area of research and development, including preclinical ~~studies~~ and clinical trials and clinical drug product manufacturing as our drug candidates are developed. We plan to spend significant amounts to progress our current drug candidates through the clinical trial ~~and commercialization~~ process as well as to develop additional drug candidates. As our drug candidates progress through the clinical trial process, we may be obligated to make significant milestone payments.

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Investing Activities

Net cash provided by investing activities was $29.6 million for the six months ended June 30, 2021 as compared to net cash used in investing activities ~~was~~of $86.6 million for the six months ended June 30, ~~2020 as compared to~~2020. The increase in net cash provided by investing activities ~~of $8.3 million for the six months ended June 30, 2019. The increase in net cash used in investing activities~~ was primarily due ~~to net purchases of marketable securities for the six months ended June 30, 2020 of $85.4 million as compared~~ to net sales and maturities of marketable securities of ~~$8.8~~$30.3 million for the six months ended June 30, ~~2019.~~

2021 as compared to net purchases of marketable securities of $85.4 million for the six months ended June 30, 2020.

Financing Activities

Net cash provided by financing activities was $0.0 million for the six months ended June 30, 2021 as compared to $166.7 million for the six months ended June 30, ~~2020 as compared~~2020. The decrease in net cash provided by financing activities was primarily due to ~~$11.4 million for the six months ended June 30, 2019.~~

a decrease in net proceeds from stock issuances.

During the six months ended June 30, 2020, we issued 6.7 million shares of common stock under our Cantor Agreement resulting in net proceeds of $25.3 million after deducting commission and offering expenses. ~~At June 30, 2020, we had $18.3 million remaining in aggregate gross offering price available~~No shares of common stock were sold under the ~~agreement.~~

~~During~~Cantor Agreement during the ~~three~~six months ended June 30, 2021.

During the second quarter of 2020, ~~the Company~~we issued 15,384,614 shares of ~~its~~ common stock in an underwritten public offering resulting in net proceeds ~~to the Company~~ of $141.4 million, after deducting underwriting fees and offering expenses.

In July 2021, we issued 6,845,238 shares of common stock in an underwritten public offering resulting in net proceeds of approximately $270.0 million, after deducting underwriting fees and offering expenses.

Aggregate Contractual Obligations

The disclosures relating to our contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 which was filed with the SEC on March ~~26, 2020~~29, 2021 have not materially changed since we filed that report.

OFF-BALANCE SHEET ARRANGEMENTS

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules.

~~Item 3.~~

Item 3.Quantitative and Qualitative Disclosures about Market Risk

We own financial instruments that are sensitive to market risk as part of our investment portfolio. Our investment portfolio is used to preserve our capital until it is used to fund operations, including our research and development activities. None of these market-risk sensitive instruments are held for trading purposes. We invest our cash primarily in money market mutual funds. These investments are evaluated quarterly to determine the fair value of the portfolio. From time to time, we invest our excess cash balances in marketable securities including municipal bond securities, U.S. government agency securities and high-grade corporate bonds that meet high credit quality standards, as specified in our investment policy. Our investment policy seeks to manage these assets to achieve our goals of preserving principal and maintaining adequate liquidity. Because of the short-term nature of these investments, we do not believe we have material exposure due to market risk. The impact to our financial position and results of operations from likely changes in interest rates is not material.

We do not utilize derivative financial instruments. The carrying amounts reflected in the consolidated balance sheet of cash and cash equivalents, accounts receivables and accounts payable approximate fair value at June 30, ~~2020~~2021 due to the short-term maturities of these instruments.

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~~Item 4.~~

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

As of June 30, ~~2020,~~2021, we evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, ~~2020.~~2021. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.Legal Proceedings

Shareholder Representative Services LLC (SRS) is the hired representative of the former stockholders of Kolltan Pharmaceuticals, Inc. (Kolltan) in connection with 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 (Merger Agreement). On August 18, 2020, Celldex 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 with respect to the rights and obligations of the parties relating to certain contingent milestone payments under the Merger Agreement. Specifically, Celldex sought the entry of an order declaring that:

~~Item 1A.~~

(i)

~~Risk Factors~~

Celldex’s determination to discontinue the development of CDX-0158 (formerly known as KTN0158) was proper and valid under the Merger Agreement;

(ii)

(iii)

under the Merger Agreement, the CDX-0159 program is not a program that results in milestone payments under the Merger Agreement.

In SRS’ responsive Answer and Verified Counterclaim, SRS made claims of breach of contract with respect to the Merger Agreement, breach of implied covenant of good faith and fair dealing, declaratory relief, and unjust enrichment regarding abandonment of the CDX-0158 milestones, based in part on SRS’ assertion that the CDX-0159 program is in essence an extension of the CDX-0158 (formerly KTN0158) program. The parties entered into non-binding mediation in May 2021 following SRS’s approach to Celldex about its interest in settlement or mediation discussions, but those discussions did not result in a resolution of the dispute.The case remains ongoing and we are currently unable to predict or estimate the outcome of this matter. The case is currently scheduled for trial in June 2022.

Item 1A.Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

There were no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March ~~26, 2020.~~29, 2021.

Table of Contents

~~Item 5.~~

~~Other Information~~

On August 4, 2020, we determined that a non-cash impairment charge of $3.5 million should be recorded for the three months ended June 30, 2020 related to our CDX-3379 program. The CDX-3379 program was acquired as part of our acquisition of Kolltan Pharmaceuticals, Inc. in the fourth quarter of 2016. We determined that the discontinuation of development of CDX-3379 constituted a triggering event that required us to evaluate the intangible asset for impairment. See Note 5 to the consolidated financial statements included elsewhere in this quarterly report on Form 10-Q for further discussion of this impairment charge.

~~Item 6.~~

~~Exhibits~~

Item 6. Exhibits

The exhibits filed as part of this quarterly report on Form 10-Q are listed in the exhibit index included herewith and are incorporated by reference herein.

EXHIBIT INDEX

~~Exhibit~~ ~~No.~~		~~Description~~
10.1 Exhibit* No.		Description
†10.1		~~Extension~~Celldex Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on June 17, 2021 with the Securities and Exchange Commission.
†10.2		Celldex Therapeutics, Inc. Form of ~~Lease~~Restricted Stock Award Agreement, ~~between~~incorporated by reference to Exhibit 10.2 to the ~~Company~~Company’s current report on Form 8-K, filed on June 17, 2021 with the Securities and ~~University~~Exchange Commission.
†10.3		Celldex Therapeutics, Inc. Form of ~~Massachusetts Dartmouth~~Incentive Stock Option Grant Agreement, incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K, filed on June 17, 2021 with the Securities and Exchange Commission.
†10.4		Celldex Therapeutics, Inc. Form of Nonqualified Stock Option Grant Agreement, incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K, filed on June 17, 2021 with the Securities and Exchange Commission.
†10.5		Celldex Therapeutics, Inc. Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K, filed on June 17, 2021 with the Securities and Exchange Commission.
†10.6		Amended and Restated Employment Agreement, dated as of July 1, ~~2020~~2021, by and between Celldex Therapeutics, Inc. and Anthony S. Marucci, incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.7		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Sam Martin, incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.8		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Tibor Keler, Ph.D., incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.9		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Ronald Pepin, Ph.D., incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.10		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Sarah Cavanaugh, incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.11		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Margo Heath-Chiozzi, M.D., incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.12		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Elizabeth Crowley, incorporated by reference to Exhibit 10.7 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.13		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Richard Wright, Ph.D., incorporated by reference to Exhibit 10.8 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.14		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Diane Young, M.D., incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
†10.15		Amended and Restated Employment Agreement, dated as of July 1, 2021, by and between Celldex Therapeutics, Inc. and Freddy Jimenez, incorporated by reference to Exhibit 10.10 to the Company’s current report on Form 8-K, filed on July 1, 2021 with the Securities and Exchange Commission.
*31.1		Certification of President and Chief Executive Officer
*31.2
*31.2		Certification of Senior Vice President and Chief Financial Officer

**32.1		Section 1350 Certifications
*101.INS		InlineXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*~~101~~101.SCH		~~XBRL Instance Document.~~

*101		Inline XBRL Taxonomy Extension Schema Document.
*101.CAL
*101		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.DEF
*101		Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB
*101		Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE
*101		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101).

Table of Contents

* Filed herewith.

** Furnished herewith.

† Indicates a management contract or compensation plan, contract or arrangement.

Table of Contents

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 thereunto duly authorized.


		CELLDEX THERAPEUTICS, INC.

		BY:

		/s/ ANTHONY S. MARUCCI
Dated: August ~~6, 2020~~5, 2021		Anthony S. Marucci
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ SAM MARTIN
Dated: August ~~6, 2020~~5, 2021		Sam Martin
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Delaware		No. 13-3191702
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001	CLDX	Nasdaq Capital Market

Large accelerated filer ¨☐		Accelerated filer ¨☐

Non-accelerated filer x☒		Smaller reporting company x☒

	Emerging growth company ¨☐

		Page
Part I — Financial Information

Item 1. Unaudited Financial Statements		3

Condensed Consolidated Balance Sheets at June 30, ~~2020~~2021 and December 31, ~~2019~~2020		3

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020		4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3. Quantitative and Qualitative Disclosures About Market Risk		29 28

Item 4. Controls and Procedures		29

Part II — Other Information
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30

~~Item 5. Other Information~~		30

Item 6. Exhibits		30 31
Exhibit Index		31
~~Exhibit Index~~Signatures		30

~~Signatures~~		31 33

	June 30, 2020			December 31, 2019
ASSETS
Current Assets:
Cash and Cash Equivalents	$	68,027		$	11,232
Marketable Securities		138,888			53,151
Accounts and Other Receivables		329			1,015
Prepaid and Other Current Assets		1,748			1,300
Total Current Assets		208,992			66,698
Property and Equipment, Net		4,044			4,031
Operating Lease Right-of-Use Assets, Net		3,134			3,473
Intangible Assets, Net		45,190			48,690
Other Assets		41			41
Total Assets	$	261,401		$	122,933
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	950		$	1,174
Accrued Expenses		6,467			6,499
Current Portion of Operating Lease Liabilities		1,320			1,944
Current Portion of Other Long-Term Liabilities		2,104			2,026
Total Current Liabilities		10,841			11,643
Long-Term Portion of Operating Lease Liabilities		1,720			1,713
Other Long-Term Liabilities		10,396			15,551
Total Liabilities		22,957			28,907
Commitments and Contingent Liabilities
Stockholders’ Equity:
Convertible Preferred Stock, $.01 Par Value; 3,000,000 Shares Authorized; No Shares Issued and Outstanding at June 30, 2020 and December 31, 2019		—			—
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 39,093,868 and 16,972,077 Shares Issued and Outstanding at June 30, 2020 and December 31, 2019, Respectively		39			17
Additional Paid-In Capital		1,272,783			1,104,706
Accumulated Other Comprehensive Income		2,594			2,619
Accumulated Deficit		(1,036,972	)		(1,013,316	)
Total Stockholders’ Equity		238,444			94,026
Total Liabilities and Stockholders’ Equity	$	261,401		$	122,933

		Three Months Ended June 30, 2020			Three Months Ended June 30, 2019			Six Months Ended June 30, 2020			Six Months Ended June 30, 2019
REVENUES:
Product Development and Licensing Agreements	$	—		$	195		$	2,285		$	325
Contracts and Grants		236			520			680			1,815
Total Revenues		236			715			2,965			2,140

OPERATING EXPENSES:
Research and Development		9,705			10,081			21,400			21,232
General and Administrative		3,528			3,908			7,194			8,804
Intangible Asset Impairment		3,500			—			3,500			—
Other Asset Impairment		—			—			—			1,800
(Gain) Loss on Fair Value Remeasurement of Contingent Consideration		(5,132	)		(1,017	)		(4,898	)		502
Total Operating Expenses		11,601			12,972			27,196			32,338

Operating Loss		(11,365	)		(12,257	)		(24,231	)		(30,198	)
Investment and Other Income, Net		106			478			347			1,180
Net Loss Before Income Tax Benefit		(11,259	)		(11,779	)		(23,884	)		(29,018	)
Income Tax Benefit		228			—			228			—
Net Loss	$	(11,031	)	$	(11,779	)	$	(23,656	)	$	(29,018	)

Basic and Diluted Net Loss Per Common Share	$	(0.50	)	$	(0.84	)	$	(1.20	)	$	(2.21	)

Shares Used in Calculating Basic and Diluted Net Loss Per Share		22,082			13,952			19,744			13,129

COMPREHENSIVE LOSS:
Net Loss	$	(11,031	)	$	(11,779	)	$	(23,656	)	$	(29,018	)
Other Comprehensive Income (Loss):
Unrealized (Loss) Gain on Marketable Securities		(3	)		36			(25	)		55
Comprehensive Loss	$	(11,034	)	$	(11,743	)	$	(23,681	)	$	(28,963	)

	Six Months Ended June 30, 2020			Six Months Ended June 30, 2019
Cash Flows From Operating Activities:
Net Loss	$	(23,656	)	$	(29,018	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization		2,313			2,505
Amortization and Premium of Marketable Securities, Net		(335	)		(652	)
(Gain) Loss on Sale or Disposal of Assets		(20	)		7
Intangible Asset Impairment		3,500			—
Other Asset Impairment		—			1,800
(Gain) Loss on Fair Value Remeasurement of Contingent Consideration		(4,898	)		502
Non-Cash Income Tax Benefit		(228	)		—
Stock-Based Compensation Expense		1,408			3,157
Changes in Operating Assets and Liabilities:
Accounts and Other Receivables		686			1,992
Prepaid and Other Current Assets		(436	)		(137	)
Accounts Payable and Accrued Expenses		(254	)		(1,598	)
Other Liabilities		(1,412	)		(2,833	)
Net Cash Used in Operating Activities		(23,332	)		(24,275	)

Cash Flows From Investing Activities:
Sales and Maturities of Marketable Securities		47,000			67,386
Purchases of Marketable Securities		(132,439	)		(58,565	)
Acquisition of Property and Equipment		(1,145	)		(484	)
Proceeds from Sale or Disposal of Assets		20			—
Net Cash (Used in) Provided by Investing Activities		(86,564	)		8,337

Cash Flows From Financing Activities:
Net Proceeds from Stock Issuances		166,667			11,363
Proceeds from Issuance of Stock from Employee Benefit Plans		24			9
Issuance of Term Loan		2,962			—
Payment of Term Loan		(2,962	)		—
Net Cash Provided by Financing Activities		166,691			11,372

Net Increase (Decrease) in Cash and Cash Equivalents		56,795			(4,566	)
Cash and Cash Equivalents at Beginning of Period		11,232			24,310
Cash and Cash Equivalents at End of Period	$	68,027		$	19,744

Non-cash Investing Activities
Accrued construction in progress	$	22		$	55

	Other Liabilities: Contingent Consideration
Balance at December 31, 2019	$	12,485
Fair value adjustments included in operating expenses		(4,898	)
Balance at June 30, 2020	$	7,587

	Gross Unrealized
	Amortized Cost		Gains		Losses			Fair Value
	(In thousands)
June 30, 2020
U.S. government and municipal obligations (maturing in one year or less)	$	79,937	$	—	$	—		$	79,937
Corporate debt securities (maturing in one year or less)		58,954		10		(13	)		58,951
Total Marketable Securities	$	138,891	$	10	$	(13	)	$	138,888

December 31, 2019
U.S. government and municipal obligations (maturing in one year or less)	$	18,509	$	13	$	—		$	18,522
Corporate debt securities (maturing in one year or less)		34,619		13		(3	)		34,629
Total Marketable Securities	$	53,128	$	26	$	(3	)	$	53,151

	Common Stock Shares		Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income			Accumulated Deficit			Total Stockholders’ Equity
	(In thousands, except share amounts)
Consolidated Balance at December 31, 2019		16,972,077	$	17	$	1,104,706	$	2,619		$	(1,013,316	)	$	94,026
Shares Issued under Stock Option and Employee Stock Purchase Plans		12,573		—		24		—			—			24
Shares Issued in Connection with Cantor Agreement		746,152		1		1,613		—			—			1,614
Share-Based Compensation		—		—		686		—			—			686
Unrealized Loss on Marketable Securities		—		—		—		(22	)		—			(22	)
Net Loss		—		—		—		—			(12,625	)		(12,625	)
Consolidated Balance at March 31, 2020		17,730,802	$	18	$	1,107,029	$	2,597		$	(1,025,941	)	$	83,703
Shares Issued in Connection with Cantor Agreement		5,978,452		6		23,686		—			—			23,692
Shares Issued in Underwritten Offering		15,384,614		15		141,346		—			—			141,361
Share-Based Compensation		—		—		722		—			—			722
Unrealized Loss on Marketable Securities		—		—		—		(3	)		—			(3	)
Net Loss		—		—		—		—			(11,031	)		(11,031	)
Consolidated Balance at June 30, 2020		39,093,868	$	39	$	1,272,783	$	2,594		$	(1,036,972	)	$	238,444

	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (In Years)
Options Outstanding at December 31, 2019		1,699,202		$	44.87		8.0
Granted		1,439,175		$	10.36
Exercised		—			—
Canceled		(53,090	)	$	46.03
Options Outstanding at June 30, 2020		3,085,287		$	28.76		8.69
Options Vested and Expected to Vest at June 30, 2020		2,875,684		$	30.23		8.62
Options Exercisable at June 30, 2020		821,537		$	84.93		6.39
Shares Available for Grant Under the 2008 Plan		938,178

	Unrealized Gain/(Loss) on Marketable Securities			Foreign Currency Items		Total
	(In thousands)
Balance at December 31, 2019	$	23		$	2,596	$	2,619
Other comprehensive loss		(25	)		—		(25	)
Balance at June 30, 2020	$	(2	)	$	2,596	$	2,594

	Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
	(In thousands)
CDX-0159/Anti-KIT Program	$	2,896	$	1,974
CDX-1140		5,069		3,195
CDX-527		5,891		3,412
TAM Program		1,192		2,571
Other Programs		6,352		10,080
Total R&D Expense	$	21,400	$	21,232

	Three Months Ended June 30,						Increase/ (Decrease)			Increase/ (Decrease)
	2020			2019			$			%
	(In thousands)
Revenues:
Product Development and Licensing Agreements	$	—		$	195		$	(195	)		(100	)%
Contracts and Grants		236			520			(284	)		(55	)%
Total Revenue	$	236		$	715		$	(479	)		(67	)%
Operating Expenses:
Research and Development		9,705			10,081			(376	)		(4	)%
General and Administrative		3,528			3,908			(380	)		(10	)%
Intangible Asset Impairment		3,500			—			3,500			n/a
Gain on Fair Value Remeasurement of Contingent Consideration		(5,132	)		(1,017	)		4,115			405	%
Total Operating Expense		11,601			12,972			(1,371	)		(11	)%
Operating Loss		(11,365	)		(12,257	)		(892	)		(7	)%
Investment and Other Income, Net		106			478			(372	)		(78	)%
Net Loss Before Income Tax Benefit		(11,259	)		(11,779	)		(520	)		(4	)%
Income Tax Benefit		228			—			228			n/a
Net Loss	$	(11,031	)	$	(11,779	)	$	(748	)		(6	)%

	Six Months Ended June 30,						Increase/ (Decrease)			Increase/ (Decrease)
	2020			2019			$			%
				(In thousands)
Revenues:
Product Development and Licensing Agreements	$	2,285		$	325		$	1,960			603	%
Contracts and Grants		680			1,815			(1,135	)		(63	)%
Total Revenue	$	2,965		$	2,140		$	825			39	%
Operating Expenses:
Research and Development		21,400			21,232			168			1	%
General and Administrative		7,194			8,804			(1,610	)		(18	)%
Intangible Asset Impairment		3,500			—			3,500			n/a
Other Asset Impairment		—			1,800			(1,800	)		(100	)%
(Gain) Loss on Fair Value Remeasurement of Contingent Consideration		(4,898	)		502			5,400			1,076	%
Total Operating Expense		27,196			32,338			(5,142	)		(16	)%
Operating Loss		(24,231	)		(30,198	)		(5,967	)		(20	)%
Investment and Other Income, Net		347			1,180			(833	)		(71	)%
Net Loss Before Income Tax Benefit		(23,884	)		(29,018	)		(5,134	)		(18	)%
Income Tax Benefit		228			—			228			n/a
Net Loss	$	(23,656	)	$	(29,018	)	$	(5,362	)		(18	)%