Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2018, Immunomedics, Inc., a Delaware corporation (the Company), entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC, Cowen and Company, LLC and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the Underwriters), in connection with its previously announced sale of 11,500,000 shares (the Shares) of the Companys common stock, par value $0.01 per share (Common Stock), pursuant to a registration statement on Form S-3 (File No. 333-225550), filed with the United States Securities and Exchange Commission (the SEC) on June 11, 2018 and which became automatically effective upon filing, and the prospectus contained therein, as supplemented by the prospectus supplement dated June 12, 2018 (the Prospectus Supplement), in an underwritten registered public offering at an offering price of $24.00 per Share (the Offering). The Company granted the Underwriters a 30-day option to purchase up to an aggregate of 1,725,000 additional Shares, at the public offering price, less the underwriting discounts and commissions.
The Offering closed on June 15, 2018, and the Company received net proceeds of approximately $260 million from the sale of the Shares, after deducting the underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from this Offering for the acceleration of the clinical development program of sacituzumab govitecan, manufacturing process improvements as well as for working capital and general corporate purposes. The Companys management will retain broad discretion over the allocation of the net proceeds.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities. In addition, subject to certain exceptions, the Company and its officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock during the 90-day period following the date of the Prospectus Supplement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Companys filings with the Commission.
A copy of the legal opinion and consent of DLA Piper LLP (US) relating to the Offering is attached as Exhibit 5.1 hereto.