Form 8-K
8-K — Celldex Therapeutics, Inc.
Accession: 0001104659-26-038882
Filed: 2026-04-02
Period: 2026-04-01
CIK: 0000744218
SIC: 2835 (IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm267111d2_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm267111d2_ex1-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm267111d2_ex5-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm267111d2_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm267111d2_ex99-2.htm)
GRAPHIC (tm267111d2_ex99-1img01.jpg)
GRAPHIC (tm267111d2_ex99-2img001.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm267111d2_8k.htm · Sequence: 1
false
0000744218
0000744218
2026-04-01
2026-04-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 1, 2026
Celldex
Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
000-15006
13-3191702
(State
or other jurisdiction of incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
Perryville III Building, 53 Frontage Road, Suite 220,
Hampton,
New Jersey 08827
(Address of principal executive offices) (Zip
Code)
(908)
200-7500
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $.001
CLDX
Nasdaq
Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On April 1, 2026, Celldex Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein
(the “Underwriters”), relating to the offering, issuance and sale of 10,345,000 shares (the “Shares”) of the Company’s
common stock, par value $0.001 (the “Common Stock”), at a price to the public of $29.00 per share (the “Offering”).
The net proceeds to the Company from the Offering are expected to be approximately $282 million, after deducting underwriting discounts
and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on or about April 6, 2026,
subject to customary closing conditions. Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to purchase up
to 1,551,750 additional shares of Common Stock at the purchase price per Share to be paid by the Underwriters (the “Option”).
The Offering is being made
pursuant to a prospectus supplement, dated April 1, 2026 (the “Prospectus Supplement”), to be filed with the Securities and
Exchange Commission (the “SEC”), and an accompanying base prospectus that forms a part of the Company’s automatically
effective shelf registration statement on Form S-3 (File No. 333-275300) previously filed with the SEC.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the
Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties.
The foregoing description
of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the opinion
of Lowenstein Sandler LLP relating to the legality of the issuance and sale of Shares in the Offering is attached as Exhibit 5.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On April 1, 2026, the Company
issued a press release regarding the launch of the Offering. On April 1, 2026, the Company also issued a press release announcing that
it had priced the Offering. Copies of the launch press release and pricing press release are filed as Exhibits 99.1 and 99.2, respectively,
to this Current Report on Form 8-K and are incorporated by reference herein.
Forward-Looking Statements
Statements contained in this
Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related
to the anticipated closing of the Offering, the amount of proceeds expected from the Offering and the potential exercise by the Underwriters
of the Option. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to the closing of
the Offering on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings, including
in its annual filing on Form 10-K filed with the SEC on February 25, 2026 and the Prospectus Supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
1.1
Underwriting Agreement,
dated April 1, 2026, by and among Celldex Therapeutics, Inc. and Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several
underwriters named therein
5.1
Opinion of Lowenstein Sandler LLP
23.1
Consent of Lowenstein Sandler LLP (contained in Exhibit
5.1)
99.1
Press Release dated April 1, 2026
99.2
Press Release dated April 1, 2026
104
Cover Page Interactive Data File (embedded within the
Inline XBRL document)
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CELLDEX THERAPEUTICS, INC.
Dated: April 2, 2026
By:
/s/ Sam Martin
Name:
Sam Martin
Title:
Senior Vice President and Chief Financial Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm267111d2_ex1-1.htm · Sequence: 2
Exhibit 1.1
CELLDEX THERAPEUTICS, INC.
10,345,000 Shares of Common Stock
(par value $0.001 per share)
Underwriting Agreement
April 1, 2026
LEERINK PARTNERS LLC
TD SECURITIES (USA) LLC
As Representatives of the several
Underwriters
c/o LEERINK PARTNERS LLC
53 State Street, 40th Floor
Boston, Massachusetts 02109
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
Ladies and Gentlemen:
Celldex Therapeutics, Inc.,
a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule
A (the “Underwriters”) an aggregate of 10,345,000 shares of its common stock, par value $0.001 per share (the
“Shares”). The 10,345,000 Shares to be sold by the Company are called the “Firm Shares.” In addition,
the Company has granted to the Underwriters an option to purchase up to an additional 1,551,750 Shares pursuant to such option collectively
called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares,
are collectively called the “Offered Shares.” Leerink Partners LLC and TD Securities (USA) LLC have agreed to act as
representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering
and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives”
as used herein shall mean Leerink Partners LLC and TD Securities (USA) LLC, as Underwriters.
The Company has prepared and
filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3,
File No. 333-275300, including a base prospectus (the “Base Prospectus”) to be used in connection with the public
offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules
thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated
by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B
under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant
to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration
Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term
“Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement
dated April 1, 2026 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”),
together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other
prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used
prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.”
As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus that describes
the Offered Shares and the offering thereof (the “Final Prospectus Supplement”), together with the Base Prospectus,
in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters
by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act.
As used herein, “Applicable
Time” is 7:00 p.m. (New York City time) on April 1, 2026. As used herein, “free writing prospectus”
has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus” means the Preliminary
Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free writing prospectuses, if any,
identified on Schedule B hereto and the pricing information set forth on Schedule C hereto. As used
herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act)
relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405
under the Securities Act). As used herein, “Marketing Materials” means any materials or information provided to investors
by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any Road Show
or investor presentations made to investors by the Company (whether in person or electronically).
All references in this underwriting
agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All
references in this Agreement to financial statements and schedules and other information which are “contained,” “included”
or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the
Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other
references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary
Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be.
All references in this Agreement
to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus,
the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)
that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectus, or the Prospectus, as the case may be.
All references in this Agreement
to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus,
any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall
be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as
contemplated by Section 3(n) of this Agreement.
In the event that the Company
has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single
subsidiary, mutatis mutandis.
The Company hereby confirm
its agreements with the Underwriters as follows:
1. Representations
and Warranties of the Company. The Company hereby represents, warrants and covenants to each Underwriter, as of the date of this Agreement,
as of the Applicable Time, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined),
if any, as follows:
(a) Compliance
with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied,
to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop
order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted
or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the time the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) was filed with the
Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, as well as at the time the
Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act)
made any offer relating to the Offered Shares in reliance on the exemption of Rule 163 under the Securities Act, the Company was
a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic
shelf registration statement,” as defined in Rule 405 under the Securities Act, and became effective on November 3, 2023.
The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to
the Company’s use of the automatic shelf registration form. The Company meets the requirements for use of Form S-3 under the
Securities Act specified in the Financial Industry Regulatory Authority Inc. (“FINRA”) Conduct Rule 5510(h)(1)(C).
The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the
Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case
may be, complied and will comply in all material respects with the requirements of the Exchange Act.
-2-
(b) Disclosure.
Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic
transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy
thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration Statement
and any post-effective amendment thereto, at the time it became or becomes effective and at all subsequent times, complied and will comply
in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the
Time of Sale Prospectus did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2),
the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Prospectus, as of its date and (as then amended or supplemented) at all subsequent times, did not
and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in
the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective
amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and
in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives expressly
for use therein, it being understood and agreed that the only such information consists of the information described in Section 9(b).
There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as
an exhibit to the Registration Statement which have not been described or filed as required.
(c) Free
Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company
was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Shares
pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant
to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements
of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material
respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission or retention and
legending, as applicable, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion
of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or
will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus unless such information
has been superseded or modified as of such time. Except for the free writing prospectuses, if any, identified in Schedule B,
and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not,
without your prior written consent, prepare, use or refer to, any free writing prospectus. Each Road Show, when considered together with
the Time of Sale Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Market
Capitalization. At the time the Registration Statement originally became effective, the Company met the then applicable requirements
for the use of Form S-3 under the Securities Act, including General Instruction I.B.1 of Form S-3. The Company satisfies the
pre-1992 eligibility requirements for the use of a registration statement on Form S-3 in connection with this offering (the pre-1992
eligibility requirements for the use of the registration statement on Form S-3 include (i) having a non-affiliate, public common
equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume
of at least three million shares and (ii) having been subject to the Exchange Act reporting requirements for a period of 36 months).
The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least
12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as
defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an
entity that is not a shell company.
-3-
(e) Distribution
of Offering Material By the Company. Prior to the later of (i) the expiration or termination of the option granted to the several
Underwriters in Section 2, and (ii) the completion of the Underwriters’ distribution of the Offered Shares, the Company
has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other
than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any free writing prospectus reviewed and consented to
by the Representatives, and the free writing prospectuses, if any, identified on Schedule B hereto.
(f) Financial
Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement,
the Time of Sale Prospectus and the Prospectus, if any, together with the related notes and schedules, present fairly, in all material
respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates indicated and the
consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and
have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP (as defined
below) applied on a consistent basis during the periods involved; there are no financial statements (historical or pro forma) that are
required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus that
are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material
liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement
(excluding the exhibits thereto), the Time of Sale Prospectus and the Prospectus; and all disclosures contained or incorporated by reference
in the Registration Statement, the Time of Sale Prospectus and the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding
“non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation
G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial data set forth in
each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary
Selected Financial Data,” “Selected Financial Data” and “Capitalization” fairly present the information
set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time
of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared
in accordance with the Commission’s rules and guidelines applicable thereto.
(g) Conformity
with EDGAR Filing. The Preliminary Prospectus and Final Prospectus delivered to the Underwriter for use in connection with the sale
of the Offered Shares pursuant to this Agreement will be identical to the versions of the Preliminary Prospectus and Final Prospectus
created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.
(h) Organization.
The Company and each of its subsidiaries (as defined in Rule 405 under the Securities Act) (“Subsidiaries”) are
duly organized, validly existing as a corporation and in good standing under the Laws of their respective jurisdictions of organization.
The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good
standing under the Laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective
businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective
properties and to conduct their respective businesses as described in the Registration Statement, the Time of Sale Prospectus and the
Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or
in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on or affecting the
assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results
of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with the consummation of the transactions
contemplated hereby (a “Material Adverse Effect”).
-4-
(i) Subsidiaries.
Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company owns, directly or indirectly,
all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal
or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of
preemptive and similar rights. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company,
from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such
Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary
of the Company.
(j) No
Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or
(iii) in violation of any Law of any Governmental Authority, except, in the case of each of clauses (ii) and (iii) above,
for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s
knowledge, no other party under any material contract or other agreement to which it or any of its Subsidiaries is a party is in default
in any respect thereunder where such default would have a Material Adverse Effect.
(k) No
Material Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement, the Time
of Sale Prospectus, the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference
therein), there has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects
will result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole,
(iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or
any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock
or outstanding long-term indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared,
paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or
as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by reference therein).
(l) Capitalization.
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other
than as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, are not subject to any preemptive rights,
rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration
Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s
existing stock option plans, or changes in the number of outstanding shares of common stock of the Company due to the issuance of shares
upon the exercise or conversion of securities exercisable for, or convertible into, shares of common stock outstanding on the date hereof)
and such authorized capital stock conforms to the description thereof set forth in the Registration Statement, the Time of Sale Prospectus
and the Prospectus. The description of the securities of the Company in the Registration Statement, the Time of Sale Prospectus and the
Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement, the
Time of Sale Prospectus or the Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase,
or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or
commitments to issue or sell, any shares of capital stock or other securities.
(m) Authorization;
Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated
hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of
the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.
-5-
(n) Authorization
of the Offered Shares. The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued
and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable,
free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive
rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange
Act. The Offered Shares, when issued, will conform to the description thereof set forth in or incorporated into the Registration Statement,
the Time of Sale Prospectus and the Prospectus.
(o) No
Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority
is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company of the
Offered Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under
applicable state securities Laws or Laws of FINRA or Nasdaq in connection with the sale of the Offered Shares.
(p) No
Preferential Rights. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) no
person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any shares of common stock or any other
capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal,
rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any shares
of common stock or of any other capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter
or as a financial advisor to the Company in connection with the offer and sale of the Shares, and (iv) no Person has the right,
contractual or otherwise, to require the Company to register under the Securities Act any shares of common stock or any other capital
stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering
contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Offered Shares
as contemplated thereby or otherwise.
(q) Independent
Public Accounting Firm. PricewaterhouseCoopers LLP (the “Accountant”), whose report on the consolidated financial
statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed
with the Commission and incorporated by reference into the Registration Statement and the Prospectus, are and, during the periods covered
by their report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public Company
Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence
requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.
(r) Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus are legal, valid and binding
obligations of the Company enforceable in accordance with their respective terms, except to the extent that (i) enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general
equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities
Laws or public policy considerations in respect thereof.
(s) No
Litigation. Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, there are no actions,
suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations
by or before any Governmental Authority, to which the Company or a Subsidiary is a party or to which any property of the Company or any
of its Subsidiaries is the subject that, individually or in the aggregate, would have a Material Adverse Effect and, to the Company’s
knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority
or threatened by others; and (i) there are no current or pending audits, investigations, actions, suits or proceedings by or before
any Governmental Authority that are required under the Securities Act to be described in the Time of Sale Prospectus or Prospectus that
are not so described; and (ii) there are no contracts or other documents that are required under the Securities Act to be filed
as exhibits to the Registration Statement that are not so filed.
-6-
(t) Consents
and Permits. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its
Subsidiaries have made all filings, applications and submissions required by, possesses and is operating in compliance with, all approvals,
licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations
issued by, the appropriate federal, state or foreign Governmental Authority (including the United States Food and Drug Administration
(the “FDA”), the United States Drug Enforcement Administration or any other foreign, federal, state, provincial or
local Government Authorities engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials)
necessary for the ownership or lease of their respective properties or to conduct its businesses as described in the Registration Statement,
the Time of Sale Prospectus and the Prospectus (collectively, “Permits”), except for such Permits the failure of which
to possess, obtain or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with
the terms and conditions of all such Permits, except where the failure to be in compliance would not have a Material Adverse Effect; all
of the Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating
to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that
any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable
Laws of the FDA, the Company or the applicable Subsidiary has submitted to the FDA an Investigational New Drug Application or amendment
or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were
in material compliance with applicable Laws when submitted and no material deficiencies have been asserted by the FDA with respect to
any such submissions.
(u) Regulatory
Filings. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor
any of its Subsidiaries has failed to file with the applicable Governmental Authority (including the FDA, or any foreign, federal, state,
provincial or local Governmental Authority performing functions similar to those performed by the FDA) any required filing, declaration,
listing, registration, report or submission, except for such failures that, individually or in the aggregate, would not have a Material
Adverse Effect; except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all such filings, declarations,
listings, registrations, reports or submissions were in compliance with applicable Laws when filed and no deficiencies have been asserted
by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports or submissions,
except for any deficiencies that, individually or in the aggregate, would not have a Material Adverse Effect. The Company has operated
and currently is, in all material respects, in compliance with the United States Federal Food, Drug, and Cosmetic Act, all applicable
rules and regulations of the FDA and other federal, state, local and foreign Governmental Authority exercising comparable authority.
(v) Intellectual
Property. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its Subsidiaries
own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade
and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names,
know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of
their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate
rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed
in the Registration Statement, the Time of Sale Prospectus and the Prospectus (i) there are no rights of third parties to any such
Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement
by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual
Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim;
(iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened
action, suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark,
copyright, trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S.
patent or published U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. §
135) has been commenced against any patent or patent application described in the Registration Statement, the Time of Sale Prospectus
and the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the
terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements
are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties or
any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material
Adverse Effect.
-7-
(w) Clinical
Studies. The preclinical studies and tests and clinical trials described in the Registration Statement, the Time of Sale Prospectus
and the Prospectus were, and, if still pending, are being conducted in all material respects in accordance with the experimental protocols,
procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates
comparable to those being developed by the Company; the descriptions of such studies, tests and trials, and the results thereof, contained
in the Registration Statement, the Time of Sale Prospectus and the Prospectus are accurate and complete in all material respects; the
Company is not aware of any tests, studies or trials not described in the Registration Statement, the Time of Sale Prospectus and the
Prospectus, the results of which reasonably call into question the results of the tests, studies and trials described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus; and the Company has not received any written notice or correspondence from
the FDA or any foreign, state or local Governmental Authority exercising comparable authority or any institutional review board or comparable
authority requiring the termination, suspension, clinical hold or material modification of any tests, studies or trials.
(x) No
Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money
or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.
The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last
Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred
stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases,
which defaults, individually or in the aggregate, would have a Material Adverse Effect.
(y) Certain
Market Activities. Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that
might cause or result in stabilization or manipulation of the price of the Shares or of any “reference security” (as defined
in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Shares, whether to facilitate
the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
(z) Broker/Dealer
Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls
or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in
the FINRA Manual).
(aa) No
Reliance. The Company has not relied upon the Underwriter or legal counsel for the Underwriter for any legal, tax or accounting advice
in connection with the offering and sale of the Offered Shares.
(bb) Taxes.
The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed
and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in
good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed in or contemplated
by the Registration Statement, the Time of Sale Prospectus or the Prospectus, no tax deficiency has been determined adversely to the Company
or any of its Subsidiaries which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has
no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or
threatened against it which would have a Material Adverse Effect.
-8-
(cc) Title
to Real and Personal Property. Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the
Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid
title to all personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by
them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and
claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the
Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real
or personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company
and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially
interfere with the use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be
reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its
Subsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), except
if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures
to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made
and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the
Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting,
the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened,
except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of
such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.
(dd) Environmental
Laws. Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its Subsidiaries
(i) are in compliance with any and all applicable federal, state, local and foreign Laws relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental
Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses as described in the Registration Statement, the Time of Sale Prospectus
or the Prospectus; and (iii) have not received notice of any actual or potential liability for the investigation or remediation
of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses
(i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or
liability as would not, individually or in the aggregate, have a Material Adverse Effect.
(ee) Disclosure
Controls. The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective
and the Company is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the
Registration Statement, Time of Sale Prospectus or Prospectus). Since the date of the latest audited financial statements of the Company
included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set
forth in the Registration Statement, Time of Sale Prospectus or Prospectus). The Company has established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure
that material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within
those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q,
as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s
disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most
recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal
year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date,
there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation
S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s
internal controls.
-9-
(ff) Sarbanes-Oxley.
There is, and has been, no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former principal
executive officer of the Company and each former principal financial officer of the Company as applicable) has made all certifications
required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents
required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal executive officer”
and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.
(gg) Brokers.
Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar
payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to or pursuant to this Agreement.
(hh) Labor
Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is threatened which would result in a Material Adverse Effect.
(ii) Investment
Company Act. Neither the Company nor any of the Subsidiaries is, or will be, either after receipt of payment for the Offered Shares
or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the
Time of Sale Prospectus or the Prospectus, required to register as an “investment company” or an entity “controlled”
by an “investment company,” as such terms are defined in the Investment Company Act of 1940 (the “Investment
Company Act”).
(jj) Money
Laundering Laws. The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened.
(kk) Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or any of
its affiliates and any unconsolidated entity, including any structural finance, special purpose or limited purpose entity (each, an “Off-Balance
Sheet Transaction”) that could reasonably be expected to affect materially the Company’s liquidity or the availability
of or requirements for its capital resources, including those Off-Balance Sheet Transactions described in the Commission’s Statement
about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61),
required to be described in the Prospectus which have not been described as required.
(ll) ERISA.
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974 (“ERISA”), that is maintained, administered or contributed to by the Company or any of
its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained in material compliance
with its terms and the requirements of any applicable statutes, orders, rules and regulations, including ERISA and the Internal Revenue
Code of 1986 (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975
of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions
effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412
of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has
been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued
but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.
-10-
(mm) Forward-Looking
Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A
of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or
the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company
of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary
statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.
No such statement was made with the knowledge of an executive officer or director of the Company that is was false or misleading.
(nn) Margin
Rules. Neither the issuance, sale and delivery of the Offered Shares nor the application of the proceeds thereof by the Company as
described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System or any other regulation of such Board of Governors.
(oo) Insurance.
The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and
each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary for companies engaged
in similar businesses in similar industries.
(pp) Anti-Corruption
and Anti-Bribery Law. Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or any
of its subsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any
of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made or
taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign
or domestic government official or employee, including of any government-owned or controlled entity or public international organization,
or any political party, party official, or candidate for political office; (iii) violated or is in violation of any provision of
the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable
anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the
knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have
instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.
(qq) No
Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Offered Shares, nor the consummation
of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and
thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a
default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the
property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such
conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation
of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions
of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction over
the Company.
-11-
(rr) Sanctions.
Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, after due inquiry,
any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target
of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom,
or other relevant sanctions authority (collectively, “Sanctions”); nor is the Company or any of its subsidiaries located,
organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea,
the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North
Korea, and Syria (before July 1, 2025); and the Company will not directly or indirectly use the proceeds of this offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the
purpose of financing the activities of or business with any person, or in any country or territory, that at the time of such financing,
is the subject or the target of Sanctions or in any other manner that will result in a violation by any person (including any person participating
in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company
and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that
at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(ss) Compliance
with Laws. Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with all statutes, rules,
or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling,
promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company or its
Subsidiaries (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect; (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled
letter or other correspondence or notice from the FDA or any other Governmental Authority alleging or asserting noncompliance with any
Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required
by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such Authorizations
are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has not received
notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental
Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and
has no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit,
investigation or proceeding; (E) has not received notice that any Governmental Authority has taken, is taking or intends to take
action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering
such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or
were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post sale warning,
“dear healthcare provider” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product
or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to
initiate any such notice or action.
(tt) Statistical
and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Time of
Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent
the Company’s good faith estimates that are made on the basis of data derived from such sources.
(uu) Stock
Exchange Listing. The Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on
The Nasdaq Capital Market (the “Nasdaq”), and the Company has taken no action designed to, or likely to have the effect
of, terminating the registration of the Shares under the Exchange Act or delisting the Shares from the Nasdaq, nor has the Company received
any notification that the Commission or the Nasdaq is contemplating terminating such registration or listing. To the Company’s knowledge,
it is in compliance with all applicable listing requirements of Nasdaq.
(vv) Related-Party
Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries
or any other person required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that have not
been described as required.
-12-
(ww) FINRA
Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers
and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with
the offering of the Offered Shares is true, complete, correct and compliant with FINRA’s rules and any letters, filings or
other supplemental information provided to FINRA pursuant to FINRA Rules is true, complete and correct.
(xx) Parties
to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto
as Exhibit A (the “Lock-up Agreement”) from each of the persons listed
on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive
officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of
the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their
appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up
Agreement.
(yy) Cybersecurity.
The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,
free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries
have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and data, including all “Personal Data” (defined below) and all sensitive, confidential or regulated data
(“Confidential Data”) used in connection with their businesses. “Personal Data” means (i) a
natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification
number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any
information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;
(iii) “personal data” as defined by GDPR (as defined below); (iv) any information which would qualify as “protected
health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information
Technology for Economic and Clinical Health Act (collectively, “HIPAA”); (v) any “personal information”
as defined by the California Consumer Privacy Act (“CCPA”); and (vi) any other piece of information that allows
the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified
person’s health or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses to same,
except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents
under internal review or investigations relating to the same that, in each case, would reasonably be likely to result in a Material Adverse
Effect. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,
orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems, Confidential Data, and Personal Data and to the protection of such IT
Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or modification.
(zz) Compliance
with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable
state and federal data privacy and security laws and regulations, including without limitation HIPAA, CCPA, and the European Union General
Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure
compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed
to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,
storage, use, processing, disclosure, handling, and analysis of Personal Data and Confidential Data (the “Policies”).
The Company and its subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory
rules or requirements, and none of such disclosures made or contained in any Policy have been inaccurate or in violation of any applicable
laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any subsidiary:
(i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the
Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is
currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy
Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
-13-
(aaa) No
Contract Terminations. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus
or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, or any document
incorporated by reference therein, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries
or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has
not been rescinded as of the date hereof.
(bbb) Dividend
Restrictions. No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company,
or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any
other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from
the Company or from transferring any property or assets to the Company or to any other subsidiary.
(ccc) Outbound
Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term
is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly
or indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”).
The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company also does not, directly
or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction
of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.
Any certificate signed by
any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection
with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby.
The Company has a reasonable
basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for
purposes of the opinions to be delivered pursuant to Section 6, counsel to the Company and counsel to the Underwriters, will rely
upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
2. Purchase,
Sale and Delivery of the Offered Shares.
(a) The
Firm Shares. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 10,345,000
Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions
herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares
set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to
the Company shall be $27.26 per share.
(b) The
First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices
of Wilmer Cutler Pickering Hale and Dorr LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00
a.m. New York City time, on April 6, 2026 or such other time and date not later than 1:30 p.m. New York City time, on April 6,
2026 or as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First
Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone
the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives
to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.
-14-
(c) The
Option Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, up to an aggregate of 1,551,750 Option Shares from the Company at the purchase price per share to
be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole
or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this
Agreement. Such notice shall set forth (i) the aggregate number of Option Shares as to which the Underwriters are exercising the
option and (ii) the time, date and place at which the Option Shares will be delivered (which time and date may be simultaneous with,
but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the
term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Option Shares).
Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall
be determined by the Representatives and shall not be earlier than three or later than five full Business Days after delivery of such
notice of exercise. If any Option Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase
the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears
the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite
the name of such Underwriter bears to the total number of Firm Shares and (b) the Company agrees to sell the number of Option Shares
set forth in the first paragraph of this Agreement (subject to such adjustments to eliminate fractional shares as the Representatives
may determine). The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation
to the Company.
(d) Public
Offering of the Offered Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the
public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective
portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined
is advisable and practicable.
(e) Payment
for the Offered Shares. (i) Payment for the Offered Shares shall be made at the First Closing Date (and, if applicable, at each
Option Closing Date) by wire transfer of immediately available funds to the order of the Company. (ii) It is understood that the
Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt
for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each
of Leerink Partners LLC and TD Securities (USA) LLC, individually and not as the Representatives of the Underwriters, may (but shall
not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received
by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter,
but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) Delivery
of the Offered Shares. The Company shall deliver, or cause to be delivered to the Representatives for the accounts of the several
Underwriters the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds
for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC
unless the Representatives shall otherwise instruct, to the Representatives for the accounts of the several Underwriters, the Option Shares
the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against
the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representatives so
elect, delivery of the Offered Shares may be made by credit to the accounts designated by the Representatives through The Depository Trust
Company’s full fast transfer or DWAC programs. The Offered Shares shall be registered in book-entry form in such names and denominations
as the Representatives shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option
Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or
the applicable Option Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall
be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
-15-
3. Additional
Covenants of the Company.
The Company further covenants
and agrees with each Underwriter as follows:
(a) Commission
Filing Fees. The Company agrees to pay the required Commission filing fees relating to the Offered Shares within the time required
by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) under the Securities Act.
(b) Delivery
of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to the Representatives in New York City,
without charge, prior to 10:00 a.m. New York City time on the Business Day next succeeding the date of this Agreement and during
the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or
through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as
many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement
as the Representatives may reasonably request.
(c) Representatives’
Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Shares is required by
the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of
filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will
not amend or supplement the Registration Statement (including any amendment or supplement through incorporation of any report filed under
the Exchange Act) without the Representatives’ prior written consent. Prior to amending or supplementing any preliminary prospectus,
the Time of Sale Prospectus or the Prospectus (including any amendment or supplement through incorporation of any report filed under
the Exchange Act), the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the time of filing
or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use
any such proposed amendment or supplement without the Representatives’ prior written consent. The Company shall file with the Commission
within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant
to such Rule.
(d) Free
Writing Prospectuses. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or
on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus
or any amendment or supplement thereto without the Representatives’ prior written consent. The Company shall furnish to each Underwriter,
without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such
Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically
or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares
(but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a
result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict
with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted
or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing
at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such
conflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
prevailing at such time, not misleading, as the case may be; provided, however, that prior to amending or supplementing
any such free writing prospectus, the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the
proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company shall
not file, use or refer to any such amended or supplemented free writing prospectus without the Representatives’ prior written consent.
-16-
(e) Filing
of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company
being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared
by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.
(f) Amendments
and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares
at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result
of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time
of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for the Underwriters,
it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable Law, the Company shall (subject to Section 3(b) and
Section 3(c)) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon
request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended
or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading or so that the Time of
Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or
so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable Law.
(g) Certain
Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representatives in writing
of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the
time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective
amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus,
the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from
listing or quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation,
or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at
any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the
Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430B under the Securities
Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were
received in a timely manner by the Commission. If, after the date of this Agreement and during any time when a prospectus is required
by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule), the Company receives notice pursuant to Rule 401(g)(2) under the Securities Act from the Commission or otherwise ceases
to be eligible to use the automatic shelf registration form, the Company shall promptly advise the Representatives in writing of such
notice or ineligibility and will (i) promptly file a new registration statement or post-effective amendment on the proper form relating
to the Offered Shares, (ii) use its best efforts to cause such registration statement or post-effective amendment to be declared
effective by the Commission as soon as practicable and (iii) promptly notify the Representatives in writing of such effectiveness.
(h) Amendments
and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which
it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,
not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement
the Prospectus to comply with applicable Law, the Company agrees (subject to Section 3(b) and Section 3(c)) to promptly
prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements
to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,
not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable Law. Neither the Representatives’
consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under
Section 3(b) or Section 3(c).
-17-
(i) Blue
Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered
Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky Laws or Canadian provincial securities
Laws (or other foreign Laws) of those jurisdictions designated by the Representatives, shall comply with such Laws and shall continue
such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company
shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in
any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company
will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to)
the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose,
and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best
efforts to obtain the withdrawal thereof at the earliest possible moment.
(j) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in the manner described under
the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(k) Transfer
Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.
(l) Earnings
Statement. The Company will make generally available to its security holders and to the Representatives as soon as practicable an
earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of
the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations of the Commission thereunder.
(m) Continued
Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the
completion of the distribution of the Offered Shares as contemplated by this Agreement, the Registration Statement, the
Time of Sale Prospectus and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period
when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through
compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and the
Nasdaq all reports and documents required to be filed under the Exchange Act.
(n) Listing.
The Company will use its best efforts to list, subject to notice of issuance, the Offered Shares on the Nasdaq.
(o) Company
to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representatives,
the Company shall cause to be prepared and delivered, at its expense, within one Business Day from the effective date of this Agreement,
to the Underwriters, an “electronic Prospectus” to be used by the Underwriters in connection with the offering and
sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of Time of Sale Prospectus,
and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format,
satisfactory to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees
and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to
the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall
be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as
appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives,
that will allow investors to store and have continuously ready access to the Time of Sale Prospectus at any future time, without charge
to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms
that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration
Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative,
the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.
-18-
(p) Agreement
Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including
the 60th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up
Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in its
sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as
defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under
the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the
Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related
Securities, or in any other way transfer or dispose of any Shares or Related Securities; (iv) enter into any swap, hedge or similar
arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless
of whether any such transaction is to be settled in securities, in cash or otherwise; (v) announce the offering of any Shares or
Related Securities; (vi) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities
(other than as contemplated by this Agreement with respect to the Offered Shares); (vii) effect a revise stock split, recapitalization,
share consolidation, reclassification or similar transaction affecting the outstanding Shares, or (viii) publicly announce the intention
to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated
hereby and (B) issue Shares or options to purchase Shares, or issue Shares upon exercise of warrants or options, pursuant to any
stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and
the Prospectus or pursuant to plans approved by the Company’s stockholders subsequent to the date of the Prospectus, (C) file
any registration statements on Form S-8 with respect to any stock option, stock bonus or other stock plan or arrangement of the Company,
(D) issue Shares upon the exercise of any warrants outstanding on the date hereof, (E) issue Shares in full or partial satisfaction
of milestone obligations due to third parties; and (F) issue, in connection with mergers or acquisitions of businesses, entities,
property or other assets, joint ventures, licenses, commercial relationships or strategic alliances, of Shares (the shares referred to
in clause (F) and so issued, the “Carveout Shares”) not exceeding in the aggregate that number of shares equal
to five percent (5%) of the Company’s outstanding Shares, determined as of the First Closing Date, provided that the Company shall
cause each such recipient of Carveout Shares to execute and deliver to the Representatives a lock-up agreement substantially in the form
of Exhibit A hereto for the balance of the Lock-up Period. For purposes of the foregoing, “Related Securities”
shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible
into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
(q) Future
Reports to the Representatives. During the period of three years hereafter, the Company will furnish to the Representatives, c/o Leerink
Partners LLC, 53 State Street, 40th Floor, Boston, MA 02109, Attention: Syndicate Department and c/o TD Securities (USA) LLC, 1 Vanderbilt
Avenue, New York, New York 10017, Attention: Attention: Head of Equity Capital Markets: (i) as soon as practicable after the end
of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal
year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s
independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement,
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company
with the Commission, FINRA or any securities exchange; and (iii) as soon as available, copies of any report or communication of the
Company furnished or made available generally to holders of its capital stock; provided, however, that the requirements
of this Section 3(p) shall be satisfied to the extent that such reports, statement, communications, financial statements or
other documents are available on EDGAR.
(r) Investment
Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Shares
in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company
Act.
-19-
(s) No
Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the Company
will take, directly or indirectly, without giving effect to activities by the Underwriters, any action designed to or that might cause
or result in stabilization or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to
facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply
with all applicable provisions of Regulation M.
(t) Enforce
Lock-Up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security
holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the
other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer
agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements
for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered
into by the Company’s officers and directors pursuant to 1(xx) hereof.
(u) Company
to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company will
furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial
statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration
Statement and the Prospectus.
The Representatives, on behalf
of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the
foregoing covenants or extend the time for their performance.
4. Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including (i) all expenses incident to the issuance and delivery
of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent
of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered
Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants
and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution
of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of
Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and
each preliminary prospectus and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’
fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from
the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky
Laws or the provincial securities Laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey”
or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations
and exemptions, in an amount not to exceed $7,500, (vii) the costs, fees and expenses incurred by the Underwriters in connection
with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the
offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel
to the Underwriters, in an amount not to exceed $15,000, (viii) the costs and expenses of the Company relating to investor presentations
on any “road show” undertaken in connection with the offering of the Shares, including, without limitation, expenses associated
with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel
and lodging expenses of the Representatives, employees and officers of the Company and any such consultants, and the cost of any aircraft
chartered in connection with the Road Show; provided, however, that any such aircraft shall only be chartered with the Company’s
prior written consent, (ix) the fees and expenses associated with listing the Offered Shares on the Nasdaq, and (x) all other
fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement. Any such amount payable to
the Underwriters may be deducted from the purchase price for the Offered Shares. Except as provided in this Section 4 or in Section 7,
Section 9 or Section 10, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.
-20-
5. Covenant
of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result
in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under
Rule 433(d).
6. Conditions
of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the
Offered Shares as provided herein on the First Closing Date and, with respect to the Option Shares, each Option Closing Date, shall be
subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 as of the date hereof
and as of the First Closing Date as though then made and, with respect to the Option Shares, as of each Option Closing Date as though
then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional
conditions:
(a) Comfort
Letter. On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, independent registered public
accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives,
containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters,
delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited
financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus, and each
free writing prospectus, if any.
(b) Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement and
through and including the First Closing Date and, with respect to any Option Shares purchased after the First Closing Date, each Option
Closing Date:
(i) The
Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities
Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed
a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective
amendment shall have become effective.
(ii) No
stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall
be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(iii) If
a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and
arrangements.
(c) No
Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including
the First Closing Date and, with respect to any Option Shares purchased after the First Closing Date, each Option Closing Date, in the
judgment of the Representatives there shall not have occurred any material adverse change in the authorized capital stock of the Company
or any Material Adverse Effect or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the
rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement
by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset
backed securities), the effect of which, in the case of any such action by a rating organization described above.
(d) Opinion
of Counsel for the Company. On each of the First Closing Date and each Option Closing Date the Representatives shall have received
the opinion and negative assurance letter of Lowenstein Sandler LLP, counsel for the Company, dated as of such date, in form and substance
satisfactory to the Representatives.
(e) Opinions
of Intellectual Property and Regulatory Counsels. On each of the First Closing Date and each Option Closing Date, the Representatives
shall have received the opinion of Phillip Walters of the Company with respect to intellectual property and the opinion of Freddy A. Jimenez
of the Company with respect to regulatory matters, dated as of such date, in form and substance satisfactory to the Representatives.
-21-
(f) Opinion
of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date the Representatives shall have received
the opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel for the Underwriters in connection with the offer and sale of the Offered
Shares, in form and substance satisfactory to the Representatives, dated as of such date.
(g) Officers’
Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate
executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date,
to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for
the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse
Effect;
(ii) the
representations, warranties and covenants of the Company set forth in Section 1 are true and correct with the same force and effect
as though expressly made on and as of such date; and
(iii) the
Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to such date.
(h) Chief
Financial Officer’s Certificate. On each of the First Closing Date and each Option Closing Date, the Representatives shall have
received a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in form and substance satisfactory
to the Representatives.
(i) Bring-down
Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representatives shall have received from PricewaterhouseCoopers LLP,
independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives,
which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a), except that the
specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the First Closing
Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial information contained in the Prospectus.
(j) Lock-Up
Agreements. On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of Exhibit A hereto
from the directors and executive officers (as defined in Rule 16a-1(f) under the Exchange Act), and each such agreement shall
be in full force and effect on each of the First Closing Date and each Option Closing Date.
(k) Rule 462(b) Registration
Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated
by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement
and shall have become effective automatically upon such filing.
(l) Nasdaq.
The Company shall have submitted a listing of additional shares notification form to Nasdaq with respect to the Offered Shares and shall
have received no objection thereto from Nasdaq.
(m) Additional
Documents. On or before each of the First Closing Date and each Option Closing Date, the Representatives and counsel for the Underwriters
shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass
upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company
in connection with the issuance and sale of the Offered Shares as contemplated herein and in connection with the other transactions contemplated
by this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.
If any condition specified
in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives
by notice from the Representatives to the Company at any time on or prior to the First Closing Date and, with respect to the Option Shares,
at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to
any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall
survive such termination.
-22-
7. Reimbursement
of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6, Section 11
or Section 12, or if the sale to the Underwriters of the Offered Shares on the First Closing Date is not consummated because of any
refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company
agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect
to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives
and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered Shares, including, but not limited
to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
8. Effectiveness
of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
9. Indemnification.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, partners, members, directors,
officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the
Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, partner,
member, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other
federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered
or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent
of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises
out of or is based upon:
(i) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; or
(ii) any
untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any
free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of
the Securities Act, or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission to state
therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading;
or
(iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to,
the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage,
liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each
Underwriter and each such affiliate, partner, member, director, officer, employee, agent and controlling person for any and all
expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate,
partner, member, director, officer, employee, agent or controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action; provided, however,
that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to
the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in
writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free
writing prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such
information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this
Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.
-23-
(b) Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,
to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange
Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation,
if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense
(or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus,
any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the
Securities Act or the Prospectus (or any amendment or supplement to the foregoing) or the omission or alleged omission to state therein
a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus or the
Prospectus (or any amendment or supplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter
furnished to the Company by the Representatives in writing expressly for use therein; and to reimburse the Company, or any such director,
officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred
by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising
or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that
the Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time
of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of
the Securities Act or the Prospectus (or any amendment or supplement to the foregoing) are (i) the statements set forth in the sentences
and figure relating to selling concession appearing in the first paragraph under the heading “Underwriting—Discounts and
Commissions” and (ii) the statements concerning the Underwriters contained in the second and third paragraphs under the heading
“Underwriting—Price Stabilization, Short Positions and Penalty Bids.” each under the caption “Underwriting”
in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). The indemnity agreement set forth in
this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under
this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying
party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying
party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from
any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified
party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled
to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense
of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under
this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence
(it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel
(together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any
local counsel) for the indemnified parties shall be selected by the Representatives (in the case of counsel for the indemnified parties
referred to in Section 9(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above)
or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing
the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.
-24-
(d) Settlements.
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been
sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of
fault or culpability or a failure to act by or on behalf of such indemnified party.
10. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company
or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds
from the sale of the Offered Shares (before deducting expenses) received by the Company bear to the total compensation received by the
Underwriters (before deducting expenses) from the sale of Offered Shares on behalf of the Company. If, but only if, the allocation provided
by the foregoing sentence is not permitted by applicable Law, the allocation of contribution shall be made in such proportion as is appropriate
to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one
hand, and the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.
Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the
intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 10 were
to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage,
or action in respect thereof, referred to above in this Section 10 shall be deemed to include, for the purpose of this Section 10,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim to the extent consistent with Section 9(c). Notwithstanding the foregoing provisions of Section 9 and this Section 10,
the Underwriters shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement
and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10,
any person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the respective Underwriters
and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights
to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement
will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be
made under this Section 10, will notify any such party or parties from whom contribution may be sought, but the omission to so notify
will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 10
except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party
from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c), no party will
be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant
to Section 9(c).
-25-
11. Default
of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date, any one or more of the several
Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate
number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10%
of the aggregate number of the Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to
the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are
made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares
set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite
the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent
of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters
shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number
of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate
number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase
of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party
to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times
be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone
the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order
that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement,
the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11.
Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
12. Termination
of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated
by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities
shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the
NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges;
(ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have
occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States
or international financial markets, or any substantial change or development involving a prospective substantial change in United States’
or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes
it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus
or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any change,
or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties,
earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business, that would have a Material Adverse Effect; or (v) the Company shall have sustained a loss by
strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere
materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured.
Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except
that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or
Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9
and Section 10 shall at all times be effective and shall survive such termination.
-26-
13. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares
pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and
commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the
other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter
is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors,
employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the
Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has
advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the
offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the
Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the
Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
14. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the
Company, its officers and the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, affiliates, officers,
directors or employees or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive
delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.
15. Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto
as follows:
If to the Representatives:
Leerink Partners LLC
1301 Avenue of the Americas, 5th Floor
New York, New York 10019
Attention: Stuart R. Nayman, Esq.
TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
Attention: Head of Equity Capital Markets, with a copy to CIBLegal@tdsecurities.com
with a copy to:
Wilmer Cutler Pickering Hale and Dorr LLP
250 Greenwich Street
New York, NY 10007
Attention: Lisa Firenze
Facsimile: 212-230-8888
If to the Company:
Celldex Therapeutics, Inc.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
Attention: President and Chief Executive Officer
Facsimile: 908-454-1911
with a copy to:
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Attention: Anthony O. Pergola, Esq.
Facsimile: 973-597-2445
-27-
Each party to this Agreement
may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each
such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with
an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the
next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and
(iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid).
16. Electronic
Notice. An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 16
if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received
at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic
Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)
which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
17. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Underwriters and their respective
successors and the parties referred to in Section 11. References to any of the parties contained in this Agreement shall be deemed
to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations
under this Agreement without the prior written consent of the other party; provided, however, that each of the
Representatives may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent.
18. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement
is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
19. Entire
Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto issued pursuant hereto)
constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral,
among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant
to a written instrument executed by the Company and the Representatives. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction,
then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the
remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not
contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall
be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence
of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any right, power, or privilege hereunder.
-28-
20. GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
21. CONSENT
TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE
CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED
HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
22. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
23. Construction.
(a) the
section and exhibit headings herein are for convenience only and shall not affect the construction hereof;
(b)
words defined in the singular shall have a comparable meaning when used in the plural, and vice versa;
(c) the words “hereof,” “hereto,” “herein” and “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this
Agreement;
(d)
wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be
deemed to be followed by the words “without limitation”;
(e) references
herein to any gender shall include each other gender;
(f) references
herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed
to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted,
supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated
thereunder;
-29-
(g)
if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that
is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next
succeeding Business Day;
(h) “knowledge”
means, as it pertains to the Company, the actual knowledge of the officers and directors of the Company, together with the knowledge which
they would have had if they had conducted a reasonable inquiry of the relevant persons into the relevant subject matter;
(i) “Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,
tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision
of any of the foregoing;
(j) “Law”
means any and all laws, including all federal, state, local, municipal, national or foreign statutes, codes, ordinances, guidelines, decrees,
rules, regulations and by-laws and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders,
directives, decisions, rulings or awards or other requirements of any Governmental Authority, binding on or affecting the person referred
to in the context in which the term is used and rules, regulations and policies of any stock exchange on which securities of the Company
are listed for trading; and
(k) “Business
Day” means any day on which the Nasdaq and commercial banks in the City of New York are open for business.
24. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Agreement,
(A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable; and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act
and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
the regulations promulgated thereunder.
25. General
Provisions. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel
during negotiations regarding the provisions hereof, including the indemnification provisions of Section 9 and the contribution provisions
of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions
of Section 9 and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company,
its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary
prospectus, the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing),
as contemplated by the Securities Act and the Exchange Act.
[Signature Page Follows]
-30-
If the foregoing correctly
sets forth the understanding between the Company and the Underwriters, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between the Company and the Underwriters.
Very truly yours,
CELLDEX THERAPEUTICS, INC.
By:
/s/ Anthony S. Marucci
Name: Anthony S. Marucci
Title: Chief Executive Officer
ACCEPTED as of the date first-above written:
LEERINK PARTNERS LLC
By:
/s/ Sean Pitt
Name: Sean Pitt
Title: Senior Managing Director
For itself and the other several Underwriters named in Schedule A to this Agreement.
ACCEPTED
as of the date first-above written:
TD SECURITIES (USA) LLC
By:
/s/ Bill Kadel
Name: Bill Kadel
Title: Managing Director
For itself and the other several Underwriters named in Schedule A to this Agreement.
SIGNATURE PAGE
CELLDEX THERAPEUTICS, INC. – UNDERWRITING
AGREEMENT
SCHEDULE A
Underwriters
Number of
Firm Shares
to be Purchased
Leerink Partners LLC
3,310,400
TD Securities (USA) LLC
3,103,500
Guggenheim Securities, LLC
1,448,300
Cantor Fitzgerald & Co.
1,448,300
LifeSci Capital LLC
827,600
H.C. Wainwright & Co., LLC
206,900
Total
10,345,000
SCHEDULE B
Free Writing Prospectuses Included in the
Time of Sale Prospectus
None
SCHEDULE
C
Pricing Information
Firm Shares: 10,345,000
Option Shares: 1,551,750
Price to Public: $29.00
Underwriters’ Discount: $1.74 per share
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm267111d2_ex5-1.htm · Sequence: 3
Exhibit 5.1
April 2, 2026
Celldex Therapeutics, Inc.
Perryville III Building
53 Frontage Road, Suite 220
Hampton, NJ 08827
Ladies and Gentlemen:
We
have acted as counsel to Celldex Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with
(i) the preparation and filing of the Registration Statement on Form S-3 (Registration No. 333-275300) filed with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”)
(as so filed, the “Registration Statement”) and the related prospectus contained in the Registration Statement (the
“Base Prospectus”) and (ii) the preparation and filing of the prospectus supplement, dated April 1, 2026
(the “Prospectus Supplement”) relating to the issuance and sale by the Company of up to 11,896,750
shares of common stock, par value $0.001 per share (the “Common
Stock”) of the Company (the “Shares”) (including 1,551,750 shares
of Common Stock issuable by the Company upon exercise of an option granted by the Company to the underwriters).
The Shares are to be
issued and sold by the Company pursuant to the Underwriting Agreement, dated as of April 1, 2026 (the “Underwriting
Agreement”), between the Company and Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein,
the form of which is being filed with the Commission as Exhibit 1.1 to the Company’s Current Report on Form 8-K,
filed on the date hereof.
In connection with this opinion,
we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such
agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents and (iii) received
such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of this
opinion.
In all such examinations,
we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified
documents and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As
to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, the representations
and warranties set forth in the Underwriting Agreement, and certificates and oral or written statements and other information of or from
public officials and officers and representatives of the Company.
Based upon the foregoing and
subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized
for issuance, and when issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will
be validly issued, fully paid and non-assessable.
The opinion expressed herein
is limited to the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), as currently
in effect, and reported judicial decisions interpreting such provisions of the DGCL.
The opinion expressed herein
is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. We undertake
no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might
change the opinion expressed herein after that date or for any other reason.
We hereby consent to the filing
of this opinion as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company on the date hereof and which is incorporated
by reference into the Registration Statement and to the references to this firm under the caption “Legal Matters” in the Prospectus
Supplement. In giving these consents, we do not admit that we are “experts” within the meaning of Section 11 of the Securities
Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Lowenstein Sandler LLP
Lowenstein Sandler LLP
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm267111d2_ex99-1.htm · Sequence: 4
Exhibit 99.1
Celldex Announces Proposed Public Offering
of Common Stock
HAMPTON,
N.J., April 1, 2026 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the
“Company”) (Nasdaq: CLDX) today announced that it has commenced an underwritten public offering for the sale of shares
of its common stock. In addition, Celldex expects to grant the underwriters a 30-day option to purchase up to an
additional 15% of the shares of its common stock offered in the offering. All of the shares of common stock are being offered by the Company. The
final terms of the offering will depend on market and other conditions at the time of pricing, and there can be no assurance as to
whether or when the offering may be completed, or as to the actual size or terms of the offering.
Celldex currently intends to use the net proceeds
of this offering, together with our existing cash, cash equivalents, and marketable securities, (i) to fund ongoing commercial readiness
activities and the commercial launch of barzolvolimab, if approved, for the treatment of CSU in the United States, (ii) to continue
the clinical and preclinical development of our product candidates, including current and future development of barzolvolimab, (iii) to
grow our bispecific antibody platform and clinical candidates, (iv) to fund ongoing efforts to develop additional clinical pipeline
product candidates and (v) for general corporate purposes.
Leerink Partners and TD Cowen are
acting as joint bookrunning managers for the proposed offering.
The
securities described above will be offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275300), which was previously
filed with the Securities and Exchange Commission (“SEC”) and became automatically effective on November 3,
2023. This offering will be made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration
statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and
will be available on the SEC’s website located at http://www.sec.gov,
copies of which may be obtained, when available, for free by contacting Leerink Partners LLC, Syndicate Department, 53 State Street,
40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com or TD
Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.
The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Celldex
Celldex is a clinical
stage biotechnology company leading the science at the intersection of mast cell biology and the development of transformative therapeutics
for patients. Our pipeline includes antibody-based therapeutics which have the ability to engage the human immune system and/or directly
affect critical pathways to improve the lives of patients with severe inflammatory, allergic, autoimmune and other devastating diseases.
Forward Looking Statement
This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are typically preceded by words such as “believes,” “expects,” “anticipates,”
“intends,” “will,” “may,” “should,” or similar expressions. These forward-looking statements
reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although
management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will
prove to be correct or that those goals will be achieved, and you should be aware that actual results could differ materially from those
contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including,
but not limited to, risks associated with market conditions and the satisfaction of customary closing conditions related to the offering
and uncertainties related to the Company’s expectations regarding the completion, timing and size of the proposed offering. For
a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking
statements, as well as risks relating to the Company’s business in general, please refer to the Company’s preliminary prospectus
supplement to be filed with the SEC, and the documents incorporated by reference therein, including the Company’s Form 10-K
for the year ended December 31, 2025.
All forward-looking statements
are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim any obligation, to update,
revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.
Company Contact
Sarah Cavanaugh
Senior Vice President, Corporate Affairs & Administration
Celldex Therapeutics, Inc.
(508) 864-8337
scavanaugh@celldex.com
Patrick Till
Meru Advisors
(484) 788-8560
ptill@meruadvisors.com
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm267111d2_ex99-2.htm · Sequence: 5
Exhibit 99.2
Celldex
Announces Pricing of $300 Million Public Offering of Common Stock
HAMPTON, N.J., April 1,
2026 (GLOBE NEWSWIRE) -- Celldex Therapeutics, Inc. (“Celldex” or the “Company”) (Nasdaq:
CLDX) today announced the pricing of an underwritten public offering of 10,345,000 shares of its common stock at a public offering price
of $29.00 per share. All of the shares to be sold in the offering are to be sold by Celldex. In connection with the offering, Celldex
has also granted the underwriters a 30-day option to purchase up to an additional 1,551,750 shares of common stock at the public offering
price, less the underwriting discounts and commissions. The Company expects to receive gross proceeds from the offering, excluding the
exercise of the underwriters’ option, if any, of approximately $300 million, excluding the underwriting discounts and commissions
and other offering-related expenses. The offering is expected to close on or about April 6, 2026, subject to customary closing
conditions.
Celldex intends
to use the net proceeds of this offering, together with our existing cash, cash equivalents, and marketable securities, (i) to fund
ongoing commercial readiness activities and the commercial launch of barzolvolimab, if approved, for the treatment of CSU in the United
States, (ii) to continue the clinical and preclinical development of our product candidates, including current and future development
of barzolvolimab, (iii) to grow our bispecific antibody platform and clinical candidates, (iv) to fund ongoing efforts to develop
additional clinical pipeline product candidates and (v) for general corporate purposes.
Leerink Partners,
TD Cowen, Guggenheim Securities and Cantor are acting as joint bookrunning managers for the offering. LifeSci Capital and H.C. Wainwright &
Co. are acting as co-lead managers for the offering.
The
offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-275300), which was previously filed
with the Securities and Exchange Commission (“SEC”) and became automatically effective on November 3, 2023.
This offering is being made only by means of a prospectus supplement and accompanying base prospectus that form a part of the registration
statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and may
be obtained for free by visiting the SEC’s website at www.sec.gov. A final prospectus supplement relating to the offering will
be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. When
available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Leerink
Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105 or by
email at syndicate@leerink.com or TD Securities
(USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com.
This press release
does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be
any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such state or other jurisdiction.
About Celldex
Celldex
is a clinical stage biotechnology company leading the science at the intersection of mast cell biology and the development of transformative
therapeutics for patients. Our pipeline includes antibody-based therapeutics which have the ability to engage the human immune system
and/or directly affect critical pathways to improve the lives of patients with severe inflammatory, allergic, autoimmune and other devastating
diseases.
Forward
Looking Statement
This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are typically preceded by words such as “believes,” “expects,”
“anticipates,” “intends,” “will,” “may,” “should,” or similar expressions.
These forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future
performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance
that such expectations will prove to be correct or that those goals will be achieved, and you should be aware that actual results could
differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks
and uncertainties, including, but not limited to, risks associated with market conditions and the satisfaction of customary closing conditions
related to the offering. For a further description of the risks and uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to
the Company’s preliminary prospectus supplement filed with the SEC, and the documents incorporated by reference therein, including
the Company’s Form 10-K for the year ended December 31, 2025.
All
forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue
reliance on any forward-looking statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim
any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events
or otherwise.
Company Contact
Sarah Cavanaugh
Senior Vice President, Corporate Affairs & Administration
Celldex Therapeutics, Inc.
(508) 864-8337
scavanaugh@celldex.com
Patrick Till
Meru Advisors
(484) 788-8560
ptill@meruadvisors.com
GRAPHIC
GRAPHIC
Filename: tm267111d2_ex99-1img01.jpg · Sequence: 9
Binary file (15530 bytes)
Download tm267111d2_ex99-1img01.jpg
GRAPHIC
GRAPHIC
Filename: tm267111d2_ex99-2img001.jpg · Sequence: 10
Binary file (4198 bytes)
Download tm267111d2_ex99-2img001.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 12
v3.26.1
Cover
Apr. 01, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Apr. 01, 2026
Entity File Number
000-15006
Entity Registrant Name
Celldex
Therapeutics, Inc.
Entity Central Index Key
0000744218
Entity Tax Identification Number
13-3191702
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
Perryville III Building, 53 Frontage Road, Suite 220
Entity Address, City or Town
Hampton
Entity Address, State or Province
NJ
Entity Address, Postal Zip Code
08827
City Area Code
908
Local Phone Number
200-7500
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
Stock, par value $.001
Trading Symbol
CLDX
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration