UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 2005
Immunomedics, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-12104 61-1009366
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
300 American Road, Morris Plains, New Jersey 07950
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 605-8200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| 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))
Item 1.01. Entry into a Material Definitive agreement.
On April 27, 2005, Immunomedics, Inc. (the "Company") issued a press
release announcing that it entered into a definitive agreements to sell $36
million of its 5% senior convertible notes due 2008 and common stock warrants in
a private placement to a limited number of qualified institutional buyers and
institutional accredited investors.
On May 2, 2005, the Company issued a second press release announcing that
it closed the private placement of the notes and warrants, which raised a total
of $37.675 million.
The information in this Item 1.01 on Form 8-K, including Exhibit 99.1, is
being furnished and shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of such Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as otherwise expressly stated in such
filing.
Item 3.02. Unregistered Sales of Equity Securities.
The Company entered into purchase agreements with several purchasers (each
an "Agreement") on April 27, 2005 for the sale of (i) maximum of $46 million in
aggregate principal amount of Notes and (ii) warrants to purchase up to
approximately 3,600,000 shares of common stock (a warrant to purchase 76.394
shares of common stock for each $1,000 principal amount of notes purchased),
including a 120 day option to purchase up to an additional 20% of notes and
warrants based on their initial purchase.
The Notes bear interest at 5%, mature three years from the date of
issuance, and are convertible into our common stock, at an initial conversion
price of $2.62 . Holders of the notes may at their election at any time, and the
Company may, subject to certain market performance targets and other conditions,
cause the holders to convert the notes into shares of common stock prior to the
maturity date. If the notes are converted prior to the third anniversary of the
issue date, the holders will be entitled to interest through the third
anniversary. The warrants will be exercisable commencing on the effective date
of the share increase described in the attached press release until the third
anniversary of the initial closing date at $2.98 per share of common stock.
The sale of the Notes and Warrants was completed on April 29, 2005 and
purchasers were granted an option to purchase option to purchase up to an
additional 20% principal amount of notes and warrants during the 120 day period
following the closing. As of the date hereof, the Company is obligated on
$37,675,000 in face amount of Notes and Warrants issued to the investors. The
Notes and Warrants are a debt obligation arising other than in the ordinary
course of business which constitute a direct financial obligation of the
Company.
The Notes and Warrants were offered and sold to investors in a private
placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506
promulgated thereunder. Each investor is either a qualified institutional buyer
as defined in Rule 144A under the Securities Act of 1933 or an institutional
"accredited investor" as defined in Rule 501(A)(1), (2), (3) or (7) promulgated
under the Securities Act of 1933.
A copy of the form of purchase agreement is attached hereto as Exhibit
10.1, the form of registration rights agreement as Exhibit 4.1, the form of
warrant agreement as Exhibit 4.2, the form of Indenture as Exhibit 4.3, the
press release announcing the transaction as Exhibit 99.1, and the press release
announcing the closing of the transaction as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
4.1 - Form of Registration Rights Agreement between Immunomedics,
Inc. and several purchasers
4.2 - Form of Warrant Agreement between Immunomedics, Inc. and
JPMorgan Chase Bank, N.A. as warrant agent
4.3 - Form of Indenture by and among Immunomedics, Inc., Law
Debenture Trust Company of New York as Trustee and JPMorgan
Chase Bank, N.A. as Registrar, Paying Agent, and Conversion
Agent
10.1 - Form of Purchase Agreement between Immunomedics, Inc. and
several purchasers
99.1 - Press Release, dated April 27, 2005
99.2 - Press Release, dated May 2, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 29, 2005 IMMUNOMEDICS, INC.
By:/s/ Cynthia L. Sullivan
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Cynthia L. Sullivan
President and Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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4.1 Form of Registration Rights Agreement
between Immunomedics, Inc. and several
purchasers
4.2 Form of Warrant Agreement between
Immunomedics, Inc. and JPMorgan Chase Bank,
N.A. as warrant agent
4.3 Form of Indenture by and among Immunomedics,
Inc., Law Debenture Trust Company of New
York as Trustee and JPMorgan Chase Bank,
N.A. as Registrar, Paying Agent, and
Conversion Agent
10.1 Form of Purchase Agreement between
Immunomedics, Inc. and purchasers
99.1 Press Release, dated April 26, 2005
99.2 Press Release, dated May 2, 2005