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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 

**Amendment No. 1**

 

**x****      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended September 30, 2010**

 

**OR**

 

**o****         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Commission File Number:  0-15006**

 

**CELLDEX THERAPEUTICS, INC.**

(Exact name of registrant as specified in its charter)

 

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

 

**119 Fourth Avenue, Needham, Massachusetts 02494**

(Address of principal executive offices) (Zip Code)

 

**(781) 433-0771**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o                     |   | Accelerated filer x         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-accelerated filer o                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                             |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes oNo x

 

As of December 17, 2010, 32,054,238 shares of common stock, $.001 par value per share, were outstanding.

 

 

 

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**CELLDEX THERAPEUTICS, INC.**

**FORM 10-Q**

**QUARTER ENDED SEPTEMBER 30, 2010**

**TABLE OF CONTENTS**

** **
| ** **       | ** **   | **Page**                                |
|------------------|--------------|-----------------------------------------|
| Explanatory Note |         | 3                                       |
| Part II     |         |                                    |
|             | Item 6. | Exhibits, Financial Statement Schedules |   | 4 |
| Signatures       |         | 5                                       |
|                  |              |                                         |  |  |

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Form 10-Q of Celldex Therapeutics, Inc. (the “Company”, “our” or “we”) for the quarter ended September 30, 2010 that was originally filed with the Securities and Exchange Commission on November 4, 2010 is being filed to provide updated information required by Item 6 of Part II.  This Amendment does not otherwise modify or update disclosures in the original filing or change our previously reported financial statements and other financial disclosure.

 

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** **

**PART II**

 

**Item 6.  EXHIBITS**

 

The following documents are filed as part of this Form 10-Q/A:

 
| ** ** | ** ** | ** **                                                                                                                  | ** ** | **Incorporated by Reference to** |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------|
| **No.**    | ** ** | **Description**                                                                                                             | ** ** | **Form and SEC File No.**        | ** ** | **Exhibit No.** | ** ** | **SEC Filing Date** |
| 10.1       |       | First Amendment to Lease between Phillipsburg Associates, L.P. and the Company dated October 11, 2010                  |       | Filed herewith                                  |   |   |   |   |
| 10.2       |       | Subordination, Non-Disturbance and Attornment Agreement between Bank of America and the Company dated October 11, 2010 |       | Filed herewith                                  |   |   |   |   |
| *10.3      |       | License Agreement between Medarex and Company dated September 17, 2010                                                 |       | Filed herewith                                  |   |   |   |   |
| 31.1       |       | Certification of President and Chief Executive Officer                                                                      |       | Filed herewith                                  |   |   |   |   |
| 31.2       |       | Certification of Senior Vice President and Chief Financial Officer                                                          |       | Filed herewith                                  |   |   |   |   |
| 32.1       |       | Section 1350 Certification of President and Chief Executive Officer                                                         |       | Filed herewith                                  |   |   |   |   |
| 32.2       |       | Section 1350 Certification of Senior Vice President and Chief Financial Officer                                             |       | Filed herewith                                  |   |   |   |   |

 

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*                                         Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
| ** **             | **CELLDEX THERAPEUTICS, INC.** |
|------------------------|-------------------------------------|
| **Date**               | By:                                 | /s/ AVERY W. CATLIN |
| December 23, 2010 |                                |   |
|                   |                                | Avery W. Catlin |
| * *               | * *                            | *Senior Vice President and* |
| * *               | * *                            | *Chief Financial Officer* |

 

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