Current Report Filing (8-k)
January 27 2020 - 4:13PM
Edgar (US Regulatory)
0000855654
false
0000855654
2020-01-26
2020-01-27
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): January 27, 2020
ImmunoGen, Inc.
(Exact name of registrant as specified in
its charter)
|
Massachusetts
|
0-17999
|
04-2726691
|
|
|
(State or other
jurisdiction of
incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
|
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:
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
|
|
Common Stock, $0.01 par value
|
|
IMGN
|
|
NASDAQ
Global Select Market
|
|
Indicate by check mark whether the
registrant is a 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. ¨
On January 27, 2020, ImmunoGen, Inc. (the
“Company”) issued a press release announcing that it had closed its previously announced public offering of 24,523,750
shares of its common stock, which included the exercise in full by the underwriters of their option to purchase up to 3,195,750
additional shares of common stock, at a public offering price of $4.25 per share. The Company sold an aggregate of 24,523,750 shares
of its common stock, with net proceeds to the Company of approximately $97.6 million, after deducting underwriting discounts and
estimated offering expenses. The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
In connection with the public offering,
the Company is also filing information for the purpose of supplementing and updating the risk factor disclosures contained in its
prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019. The updated risk factor reads as
follows:
We have a limited number of authorized
and unreserved shares available for future issuance, which may impair our ability to conduct future financings and other transactions.
Our restated articles of organization, as
amended, currently authorizes us to issue up to 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. Following
the closing of our January 2020 public offering of common stock, we have a limited number of authorized shares of common stock
available for future issuance that are not already issued or reserved for issuance.
If we are unable to enter into new arrangements
to issue shares of our common stock or securities convertible or exercisable into shares of our common stock because we do not
have a sufficient number of authorized, unissued and unreserved shares of common stock, our ability to complete equity-based financings
or other transactions that involve the potential issuance of our common stock or securities convertible or exercisable into our
common stock, will be limited. In lieu of issuing common stock or securities convertible into our common stock in any future equity
financing transactions, we may need to issue some or all of our authorized but unissued shares of preferred stock, which would
likely have superior rights, preferences and privileges to those of our common stock, or we may need to issue debt that is not
convertible into shares of our common stock, which may require us to grant security interests in our assets and property and/or
impose covenants upon us that restrict our business. If we are unable to issue additional shares of common stock or securities
convertible or exercisable into our common stock, our ability to enter into strategic transactions such as acquisitions of companies
or technologies, may also be limited. If we propose to amend our restated articles of organization, as amended, to increase our
authorized shares of common stock, such a proposal would require the approval by the holders of a majority of the shares of our
common stock outstanding and entitled to vote, and we cannot assure you that such a proposal would be adopted. If we are unable
to complete financing, strategic or other transactions due to our inability to issue additional shares of common stock or securities
convertible or exercisable into our common stock, our financial condition and business prospects may be materially harmed.
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.
|
ImmunoGen, Inc.
|
|
(Registrant)
|
|
|
Date: January 27, 2020
|
/s/ David G. Foster
|
|
David G. Foster
|
|
Vice President and Chief Accounting Officer
|
ImmunoGen (NASDAQ:IMGN)
Historical Stock Chart
From Aug 2024 to Sep 2024
ImmunoGen (NASDAQ:IMGN)
Historical Stock Chart
From Sep 2023 to Sep 2024