Current Report Filing (8-k)
December 18 2020 - 5:20PM
Edgar (US Regulatory)
0000855654
false
0000855654
2020-12-18
2020-12-18
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): December 18, 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, $.01 par value
|
|
IMGN
|
|
Nasdaq Global Select Market
|
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 1.01 – Entry into a Material Definitive Agreement.
On December 18, 2020,
ImmunoGen, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “December
Sale Agreement”) with Jefferies LLC, as sales agent (“Jefferies”), under which the Company may issue and
sell shares of its common stock, par value $0.01 per share (the “Common Stock”), from time to time for an
aggregate sales price of up to $150 million through Jefferies.
Sales of the Common Stock, if any,
under the December Sale Agreement will be made by any method that is deemed to be an “at the market offering” as
defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including but not limited to sales made
directly on or through the Nasdaq Global Select Market or any other existing trading market for the Common Stock. The Company
has no obligation to sell any of the Common Stock and may at any time suspend offers under the December Sale Agreement or
terminate the December Sale Agreement.
Subject to the terms and conditions of
the December Sale Agreement, Jefferies will use its commercially reasonable efforts to sell the Common Stock from time to
time, as the sales agent, based upon the Company’s instructions.
The Company has provided Jefferies
with customary indemnification rights and Jefferies will be entitled to a commission at a fixed commission rate of up
to 3.0% of the gross proceeds for each sale of the Common Stock.
This description of the December Sale
Agreement does not purport to be complete and is qualified in its entirety by reference to the December Sale Agreement, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Common Stock to be sold under the December
Sale Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3
(File No. 333-251502), previously filed with the Securities and Exchange Commission (“SEC”) on December 18, 2020,
which became effective upon filing. On December 18, 2020, the Company filed a prospectus supplement with the SEC in connection
with the offer and sale of the Common Stock pursuant to the December Sale Agreement. This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy the Common Stock nor shall there be any sale of the Common
Stock in any state or 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.
The legal opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Common Stock is attached as
Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein. Certain
information relating to Part II, Item 14 of the above referenced registration statement under the heading “Other
Expenses of Issuance and Distribution” with respect to the sale of Common Stock under the December Sale Agreement is
being filed as Exhibit 99.1 to this Current Report on Form 8-K to be incorporated by reference into such registration
statement.
Item 1.02 – Termination of a Material Definitive Agreement.
On September
25, 2020, the Company entered into an Open Market Sale AgreementSM (the “September Sale Agreement”)
with Jefferies, as sales agent, under which the Company could issue and sell shares of its Common Stock from time to time for
an aggregate sales price of up to $100 million through Jefferies pursuant to the Company’s shelf registration statement
on Form S-3 (File No. 333-223507), previously filed with the SEC on March 7, 2018, which became effective upon filing, and a
prospectus supplement to the prospectus included in such registration statement dated September 25, 2020, filed with the SEC
on the same date. On December 18, 2020, in connection with entering into the December Sale Agreement described in Item 1.01
above, the Company terminated the September Sale Agreement, effective on the same date. Between September 25, 2020 and the
termination of the September Sale Agreement, the Company issued and sold 19,972,557 shares of Common Stock under the
September Sale Agreement, generating gross proceeds of approximately $100 million and net proceeds of approximately $97
million after deducting offering commissions and estimated expenses. No additional sales of Common Stock will be made under
the September Sale Agreement.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
|
|
Description
|
5.1
|
|
Legal Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|
10.1
|
|
Open
Market Sale AgreementSM, dated December 18, 2020, by and between ImmunoGen, Inc. and Jefferies
LLC
|
23.1
|
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
|
99.1
|
|
Information
relating to Item 14 of the Registration Statement on Form S-3 (File No. 333-251502)
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL
(eXtensible Business Reporting Language) document)
|
SIGNATURE
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: December 18, 2020
|
By:
|
/s/ David G. Foster
|
|
|
David G. Foster
Vice President, Finance
|
ImmunoGen (NASDAQ:IMGN)
Historical Stock Chart
From Mar 2024 to Apr 2024
ImmunoGen (NASDAQ:IMGN)
Historical Stock Chart
From Apr 2023 to Apr 2024