ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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.

ITEM 7.01 REGULATION FD DISCLOSURE

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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






(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.

                Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
  23.1        (included in the opinion filed as Exhibit 5.1).

                Information relating to Item 14 of the Registration Statement on
  99.1        Form S-3 (File No. 333-223507).

  99.2          Press release of ImmunoGen, Inc. dated January 22, 2020.

              Cover Page Interactive Data File (embedded within the Inline XBRL
104           (eXtensible Business Reporting Language) document).

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