Current Report Filing (8-k)

Date : 01/23/2020 @ 9:07PM
Source : Edgar (US Regulatory)
Stock : ImmunoGen Inc (IMGN)
Quote : 3.55  -0.15 (-4.05%) @ 9:55PM
After Hours
Last Trade
Last $ 3.41 ▼ -0.14 (-3.94%)

Current Report Filing (8-k)

0000855654 false 0000855654 2020-01-21 2020-01-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington,  D.C. 20549 









Date of Report (Date of earliest event reported): January 22, 2020


ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)


  Massachusetts  0-17999 04-2726691  
  (State or other jurisdiction of
(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 22, 2020, ImmunoGen, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Cowen and Company, LLC and William Blair & Company, L.L.C., as representatives of the several underwriters (the “Underwriters”) named in Schedule 1 of the Underwriting Agreement, related to a public offering of 21,325,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $4.25 per share less the underwriting discounts and commissions (the “Offering”). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 3,198,750 shares of Common Stock at the same price. The Offering is expected to close on January 27, 2020, subject to the satisfaction of customary closing conditions. The net proceeds to the Company are expected to be approximately $84.8 million after deducting underwriting discounts and commissions and estimated expenses associated with the Offering, assuming no exercise by the Underwriters of their option to purchase additional shares of Common Stock.


The Offering is being made pursuant to a prospectus supplement dated January 22, 2020 and an accompanying prospectus dated March 7, 2018, pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-223507), that was filed with the Securities and Exchange Commission on March 7, 2018 and became effective upon filing.


The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.


A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the shares of Common Stock in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.


In connection with the Offering, certain information relating to Part II, Item 14 of the above referenced registration statement under the heading “Other Expenses of Issuance and Distribution” is being filed as Exhibit 99.1 to this Current Report on Form 8-K to be incorporated by reference into such registration statement.


The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such Exhibits.


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


(e)       In connection with the Offering, on January 22, 2020, the Company amended the ImmunoGen, Inc. Inducement Equity Incentive Plan (the “Inducement Plan”) to reduce the total number of shares of Common Stock reserved for issuance under the Inducement Plan by 500,000 shares, from 1,500,000 shares to 1,000,000 shares.




On January 22, 2020, the Company issued a press release announcing that it had priced the Offering. The Company’s press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K 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.







(d) Exhibits


Exhibit No.   Exhibit
1.1   Underwriting Agreement dated January 22, 2020 by and among ImmunoGen, Inc. and Jefferies LLC, Cowen and Company, LLC and William Blair & Company, L.L.C., as representatives of the several underwriters named in Schedule 1 thereto.
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
23.1   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).
99.1   Information relating to Item 14 of the Registration Statement on Form S-3 (File No. 333-223507).
99.2   Press release of ImmunoGen, Inc. dated January 22, 2020.
104   Cover Page Interactive Data File (embedded within the Inline XBRL (eXtensible Business Reporting Language) document).







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.
Date: January 23, 2020 /s/ David G. Foster
  David G. Foster
  Vice President and Chief Accounting Officer




Historical Stock Chart

1 Year : From Mar 2019 to Mar 2020

Click Here for more ImmunoGen Charts.

Intraday Stock Chart

Today : Monday 30 March 2020

Click Here for more ImmunoGen Charts.

Latest IMGN Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....

No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts

Your Recent History
Gulf Keyst..
FTSE 100
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.

NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.