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
Exhibit No. Exhibit
99.1 Press release dated January 22, 2020.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 (eXtensible Business Reporting Language) document).
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