Current Report Filing (8-k)
January 22 2020 - 4:10PM
Edgar (US Regulatory)
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2020-01-21
2020-01-22
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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): January 22, 2020
ImmunoGen, Inc.
(Exact name of registrant as specified in
its charter)
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Massachusetts
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0-17999
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04-2726691
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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830 Winter Street, Waltham, MA 02451
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including
area code: (781) 895-0600
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)
¨ 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:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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IMGN
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
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 1.02 – Termination
of a Material Definitive Agreement
On March 3, 2017, ImmunoGen, Inc. (the “Company”)
entered into a Sales Agreement (the “Agreement”) with Cowen and Company, LLC (“Cowen”), as sales agent,
with respect to an at-the-market offering program (the “ATM Program”), under which the Company could offer and sell,
from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $50,000,000 (the
“Placement Shares”) through Cowen. On the same date, the Company filed with the Securities and Exchange Commission
(the “SEC”) a shelf registration statement on Form S-3, which was amended on May 5, 2017 (File No. 333- 216438), to
register $200,000,000 of shares of its common stock and other securities that included a prospectus covering sales of the Placement
Shares under the ATM Program (the “ATM Prospectus”), which was declared effective on May 11, 2017.
On January 22, 2020, in connection
with the proposed public offering described in Item 8.01 below, the Company terminated the Sales Agreement, effective on the same
date. The Company has not offered or sold any Placement Shares, and will not do so, in connection with the ATM Program and the
ATM Prospectus.
ITEM 7.01 –
Regulation FD Disclosure
A copy of the press release announcing the
proposed public offering described in Item 8.01 below, is furnished with this Current Report on Form 8-K as Exhibit 99.1, and is
incorporated into this Item 7.01 by reference.
The press release and the information in
this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall
be expressly set forth by specific reference in such a filing.
ITEM 8.01 –
OTHER INFORMATION
On January 22, 2020, the Company
issued a press release announcing it has commenced an underwritten public offering of shares of its common
stock, and its intention to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common
stock offered in the public offering. All of the shares in the offering will be sold by the Company.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer,
solicitation, or sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
In connection with the proposed public offering,
the Company also disclosed that in December 2019, the Company granted an exclusive development and commercialization license to
CytomX Therapeutics, Inc. (“CytomX”) to the Company’s cytotoxic payload technology for use with antibodies (and
Probodies™ developed therefrom) directed to epithelial cell adhesion molecule (“EpCAM”), including certain of
the Company’s proprietary anti-EpCAM antibodies developed into Probodies utilizing CytomX’s Probody technology, in
return for which the Company will receive an upfront payment from CytomX with the potential for additional payments following CytomX’s
successful achievement of pre-defined clinical development, approval, and commercialization milestones, as well as royalties on
net sales. In addition, the new license terminated the previous exclusive development and commercialization license CytomX granted
the Company in 2017 to CytomX’ proprietary antibody-masking technology for use with Probodies.
Forward-Looking Statements
This report contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and reflects
the Company’s judgment as of the date of this report. Such forward-looking statements include: statements regarding the proposed
public offering. Various factors could cause actual results to differ materially from those discussed or implied in the forward-looking
statements, and you are cautioned not to place undue reliance on these forward-looking statements, which are current only as of
the date of this report. Factors that could cause future results to differ materially from such expectations include, but are not
limited to uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at
all, uncertainties inherent in the initiation of future clinical trials and such other factors more fully described in the Company’s
annual report on Form 10-K for the year ended December 31, 2018 and other reports filed with the Securities and Exchange Commission.
These forward-looking statements are made only as the date of this report, and, except as required by law, the Company undertakes
no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 9.01 – FINANCIAL STATEMENTS
AND EXHIBITS
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ImmunoGen, Inc.
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(Registrant)
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Date: January 22, 2020
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/s/ David G. Foster
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David G. Foster
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Vice President and Chief Accounting Officer
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