-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q/Pf5kZMBQWdBDwaHkyrvyp5ZNP8C1BQ5ffIXjsZn4/+1ySZSXItMhSA7qnPf2LP zvfohYDY4XdnpfH3ta3W8A== 0000914121-04-001505.txt : 20040802 0000914121-04-001505.hdr.sgml : 20040802 20040802161632 ACCESSION NUMBER: 0000914121-04-001505 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040802 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOMEDICS INC CENTRAL INDEX KEY: 0000722830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 611009366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12104 FILM NUMBER: 04945230 BUSINESS ADDRESS: STREET 1: 300 AMERICAN RD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 BUSINESS PHONE: 9736058200 MAIL ADDRESS: STREET 1: 300 AMERICAN ROAD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 8-K 1 im696385-8k.txt CURRENT REPORT 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): August 2, 2004 ------------------------------- Immunomedics, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-12104 61-1009366 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 300 American Road, Morris Plains, New Jersey 07950 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 605-8200 - -------------------------------------------------------------------------------- Not applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On August 2, 2004, Immunomedics, Inc. (the "Company") issued a press release (a copy of which is attached to this report as Exhibit 99.1 hereto) announcing that it had entered into stock purchase agreements with select institutional investors to sell 4,178,116 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a price of $3.61 per share, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-114810). Under these agreements, the Company has also agreed to sell to each such investor a like number of shares of Common Stock at a price of $3.97 per share by a date not later than November 24, 2004, if the investor so elects. A copy of the form of stock purchase agreement relating to the offering is attached to this report as Exhibit 10.1 hereto. The Company retained RBC Capital Markets Corporation ("RBC") to act as exclusive placement agent in connection with the offering. A copy of the Placement Agency Agreement, dated July 28, 2004, by and between the Company and RBC is attached to this report as Exhibit 1.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: 1.1 Placement Agency Agreement, dated July 28, 2004, by and between the Company and RBC Capital Markets Corporation. 10.1 Form of Stock Purchase Agreement. 99.1 Press Release, dated August 2, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 2, 2004 IMMUNOMEDICS, INC. By: /s/ Gerard G. Gorman ----------------------------------------- Name: Gerard G. Gorman Title: Vice President, Finance, and Chief Financial Officer 3 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 1.1 Placement Agency Agreement, dated July 28, 2004, by and between the Company and RBC Capital Markets Corporation. 10.1 Form of Stock Purchase Agreement. 99.1 Press Release, dated August 2, 2004. EX-1.1 2 im696385-ex1_1.txt PLACEMENT AGENCY AGREEMENT EXHIBIT 1.1 [RBC LOGO] RBC Capital Markets July 28, 2004 CONFIDENTIAL - ------------ Cynthia L. Sullivan President and Chief Executive Officer Immunomedics, Inc. 300 American Road Morris Plains, NJ 07950 Dear Cindy: The purpose of this letter agreement (the "Agreement") is to set forth the terms of the engagement by Immunomedics, Inc. (the "Company") of RBC Capital Markets Corporation ("RBC") to act as exclusive placement agent to the Company with respect to, and to assist the Company in connection with, a Transaction (as hereinafter defined). 1. Engagement. The Company hereby engages RBC exclusively to render investment-banking services to the Company concerning a potential offering of the Company's debt or equity securities or any combination thereof (the "Securities") pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), of up to U.S.$20 million ("Transaction" or "Registered Placement"). The final terms of the Registered Placement, however, will be negotiated between the Company and the investors who purchase Securities in the Registered Placement. RBC hereby accepts such engagement on a "reasonable efforts" basis upon the terms and conditions set forth herein. This Agreement shall not give rise to any commitment by RBC to purchase any of the Securities, and RBC shall have no authority to bind the Company. This Agreement shall not give rise to any commitment by the Company to engage RBC with respect to any matter other than a Transaction, and RBC shall have no authority to bind the Company or to take any action with respect to any matter other than a Transaction. 2. Term. The term of this Agreement shall run for six months from the date of this letter, and may be extended by mutual consent of the parties, subject to the provisions set forth below in the section captioned Termination (the "Term"). 3. Services to be Provided by RBC. In undertaking this assignment, RBC will provide the following services to the Company in connection with a Transaction, subject to the provisions set forth below in the sections captioned Certain Agreements of the Company Immunomedics, Inc. July 28, 2004 Page 2 and Termination: (a) familiarize itself, to the extent it deems feasible and appropriate, with the historical and projected business and financial performance of the Company; (b) formulate a strategy for consummating a Transaction, including the identification of parties that may have an interest in a Transaction with the Company, and develop procedures and timetables for implementing a Transaction; (c) cooperate with the Company in the preparation of its prospectus supplement for use in connection with a Transaction; (d) in connection with a Transaction, approach Interested Parties (as hereinafter defined), provide such Interested Parties with the prospectus supplement, and coordinate due diligence investigations of the Company by such Interested Parties; (e) assist the Company in evaluating proposals from Interested Parties regarding a possible Transaction, including, without limitation, in connection with deal terms and pricing parameters; and (f) in connection with a Transaction, formulate negotiation strategies and assist in negotiations with Interested Parties. For purposes of this Agreement, "Interested Parties" shall include (i) any party identified in writing by RBC to the Company and approached by RBC with respect to a possible Transaction and (ii) any party identified in writing to RBC by the Company for the purpose of having such party approached by RBC in connection with a possible Transaction; provided, however, that nothing herein shall require the Company to identify any prospective Interested Party to RBC. 4. Certain Agreements of the Company. The Company represents and warrants or agrees, as applicable, that: (a) it shall make available to RBC all information concerning the business, assets, operations and financial condition of the Company which RBC reasonably requests in connection with the performance of its services hereunder and notify RBC of any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial condition of the Company. The Company shall also provide RBC monthly financial updates on the Company during the Term and shall inform RBC immediately of any material events or developments concerning prospective material events that may come to the attention of the Company at any point during the Term. None of the information provided to RBC shall contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. RBC will be Immunomedics, Inc. July 28, 2004 Page 3 relying, without independent verification, on the accuracy and completeness of all financial and other information that is and will be furnished to it by the Company and the Company acknowledges and agrees that with respect to any financial forecasts and projections made available to RBC, RBC is entitled to assume that such forecasts and projections have been reasonably prepared and reflect the best currently available estimates and judgments of the Company management; (b) it shall have the sole responsibility for the accuracy and completeness of the prospectus supplement, the related base prospectus and any documents incorporated by reference therein (together, the "Prospectus"), and the Prospectus will (i) include all information required to be provided to investors under applicable securities laws and regulations and (ii) not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) it understands that this Agreement and the services set forth above in the section captioned Services to be Provided by RBC in no way constitute a guarantee that a Transaction will be successful. Management acknowledges that the Company is ultimately responsible for the successful completion of a Transaction; (d) the Securities will be offered only by approaching prospective purchasers on an individual basis. No general solicitation or general advertising in any form will be used in connection with the offering of the Securities. From and after the execution of this Agreement until the completion of the Registered Placement, the Company shall pre-clear any proposed press release which mentions this Agreement or the Registered Placement with RBC; (e) neither the Company, nor any of its directors, officers or shareholders, should in any way rely on RBC to perform any due diligence with respect to the Company. It is expressly understood and agreed that to the extent due diligence is conducted, it will be conducted by the Registered Placement investors; (f) promptly following execution of this Agreement, the Company shall prepare and, following review and approval by RBC's counsel, file with the SEC a preliminary and/or final prospectus supplement. From time to time in connection with any particular sale of Securities, the Company will, at its own expense, obtain any registration or qualification required to sell any Securities under the Blue Sky laws of any applicable jurisdictions, as reasonably requested by RBC, and shall pay any filing fees required by NASD Regulation, Inc. in connection with their review of the terms of this Agreement, if so required; (g) (i) it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement has been duly authorized and executed by and constitutes a valid and binding agreement of the Company Immunomedics, Inc. July 28, 2004 Page 4 enforceable in accordance with its terms; and (iii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (X) the Company's certificate of incorporation or by-laws or (Y) any agreement to which the Company is a party or by which any of its property or assets is bound; (h) it is eligible to use a shelf registration on Form S-3 under the Securities Act ("Registration Statement") for this Registered Placement. As of the date hereof, the Registration Statement is effective, and the Company shall ensure that the Registration Statement remains effective during the Term; the Company will notify RBC immediately if it determines it is either (i) no longer eligible to use the Registration Statement or (ii) the Registration Statement is otherwise no longer effective; (i) the closing of the sale of the Securities shall be subject to customary closing conditions, including the provision by the Company to RBC of officers' certificates, opinions of counsel and "cold comfort" letters from the Company's auditors; and (j) it shall be responsible to make all necessary notifications of and filings with all federal and state securities regulatory authorities. 5. Placement Agency Fee. If (i) a Transaction is consummated during the Term, or (ii) during the Term, a definitive agreement or letter of intent or other evidence of commitment is entered into by the Company with an Interested Party which subsequently results in a sale of Securities that is consummated during the Term or within the six-month period following the Term (an "Other Transaction"), then, in either case, the Company hereby agrees to pay RBC a cash fee (the "Registered Placement Fee") in the amount of 6.0% of the gross proceeds raised from any Transaction or Other Transaction, as applicable. The Registered Placement Fee shall be paid in its entirety to RBC at the closing of the Transaction or Other Transaction, as applicable. It is anticipated that the Company may offer Interested Parties who purchase Securities in the Registered Placement the opportunity to purchase additional Securities following the Registered Placement ("Additional Purchases"; such purchasers, the "Additional Purchasers"). The Company hereby agrees to pay RBC a cash fee in the amount of 6.0% of the gross proceeds raised from any Additional Purchasers in connection with any such Additional Purchases during the Term or within the six-month period following the Term. Any such fee shall be paid in its entirety at the closing related to any such Additional Purchase. 6. Expenses. In addition to any fees that may be payable hereunder and regardless of whether any proposed transaction is consummated, the Company hereby agrees to reimburse RBC for all reasonable travel, legal and other out-of-pocket expenses incurred in performing the services described herein (including reasonable fees and disbursements Immunomedics, Inc. July 28, 2004 Page 5 of RBC's legal counsel). Aggregate expenses (including legal fees and disbursements) in excess of $35,000 shall require prior written approval by the Company, which approval shall not be unreasonably withheld. 7. Additional Services. To the extent that the Company requires any of the following additional services (whether or not such additional services are related to a Registered Placement) from the date hereof until a period of 180 days following the completion of a Registered Placement ("Additional Services"), the Company will consider using RBC and/or a member of the RBC Financial Group to provide such Additional Services: (a) Sole bookrunning and lead manager, or lead initial purchaser, or lead placement agent, as the case may be, for any equity or debt financing; or (b) Lead agent, arranger or underwriter for any bank financing, including but not limited to any bridge loan(s) or other short-term financing; or (c) Sole financial advisor for any M&A advisory and/or transaction. To the extent RBC is engaged by the Company to provide any Additional Services, the terms and conditions relating to such services will be outlined in a separate proposal and the fees for such services will be in addition to fees payable hereunder. Any such proposal will be negotiated separately and in good faith, set forth in a separate written agreement, and be consistent with then prevailing industry practice. The agreement set forth in this Section 7 is neither an expressed nor implied commitment by RBC to provide any additional services (including but not limited to any bank financing). 8. Termination. This Agreement may be terminated with or without cause on either the Company's or RBC's written request with 30 days notice, provided that such termination shall not affect the exculpation, indemnification and contribution obligations of the Company or RBC or the right of RBC to receive any fees payable hereunder, any fees which have accrued prior to such termination, or the right of RBC to receive reimbursement for its out-of-pocket expenses described above. It is expressly understood that neither RBC nor the Company shall have any continuing obligation or liability to one another under this Agreement upon termination hereof, except in respect of the matters specifically referenced in this section. 9. Disclosure. The Company agrees that, except as required by applicable law, any advice to be provided by RBC under this Agreement shall not be disclosed publicly or made available to third parties without the prior approval of RBC, which approval shall not be unreasonably withheld. 10. Co-agents. RBC reserves the right to use co-agents to assist with respect to any Registered Placement, provided that any such co-agent shall have prior written approval Immunomedics, Inc. July 28, 2004 Page 6 by the Company, which approval shall not be unreasonably withheld. 11. Publicity. The Company and RBC acknowledge and agree that RBC may, subsequent to the closing of any Transaction, make public its involvement with the Transaction. 12. Complete Agreement and Acknowledgement by Company. This Agreement incorporates the entire understanding of the parties with respect to the subject matter of this Agreement. The Company acknowledges and agrees that this Agreement and the services to be provided by RBC, as described above, in no way constitute a guarantee that any Transaction will be successful. 13. Amendments; Governing Law; Miscellaneous. This Agreement may not be amended or modified except in writing and shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect. The Company is a sophisticated business enterprise that has retained RBC for the limited purpose set forth in this Agreement, and the parties acknowledge and agree that their respective rights and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary or other non-contractual obligations on the other by virtue of the engagement contemplated by this Agreement. Each of the Company and RBC (each on its own behalf and, to the extent permitted by applicable law, on behalf of its shareholders) hereby irrevocably waives any right that it may have to a trial by jury in respect of any claim, counter-claim or action based on or arising out of this Agreement, RBC's or the Company's performance under this Agreement or the transactions contemplated hereby. This Agreement may be executed in counterparts and facsimile signatures will be acceptable with original signed copies of this Agreement to follow to all parties. 14. Indemnification. Recognizing that transactions of the type contemplated in this Agreement sometimes result in litigation and that RBC's role is advisory, the Company agrees to indemnify and hold harmless each of RBC, its partners, employees, agents, affiliates and persons deemed to be in control of RBC within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the "Indemnified Parties"), from and against any claims, damages, expenses (including reasonable attorneys' fees and legal costs) and liabilities, joint or several, related to or arising in any manner out of any transaction, proposal or any other matter (the "Matters") contemplated by the engagement of RBC hereunder. The Company also agrees that neither RBC nor any other Indemnified Party shall have any liability to the Company or its affiliates, partners, directors, agents, employees, controlling persons or securityholders for any losses, claims or expenses related to or arising out of any Matters, except as provided in this section. The Company will promptly reimburse any Indemnified Party for all expenses as reasonably incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any Matter contemplated by Immunomedics, Inc. July 28, 2004 Page 7 the engagement of RBC hereunder, or any action or proceeding arising therefrom. The Company may assume the defense of any litigation or proceeding in respect of which indemnity may be sought hereunder, including the employment of counsel and experts reasonably satisfactory to RBC and the payment of the fees and expenses of such counsel and experts, in which event, except as provided below, the Company shall not be liable for the fees and expenses of any other counsel or expert retained by any Indemnified Party in connection with such litigation or proceeding. In any such litigation or proceeding the defense of which the Company shall have so assumed, any Indemnified Party shall have the right to participate in such litigation or proceeding and to retain its own counsel and experts, but the fees and expenses of such counsel and experts shall be at the expense of such Indemnified Party unless (i) the Company and such Indemnified Party shall have mutually agreed in writing to the retention of such counsel or experts, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to RBC in such litigation or proceeding, or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and such Indemnified Party and representation of the Company and any Indemnified Party by the same counsel or experts would, in the reasonable opinion of RBC, be inappropriate due to actual or potential differing interests between the Company and any such Indemnified Party. The Company shall not, without the prior written consent of RBC, settle any litigation relating to this Agreement or any Matter unless such settlement includes an express, complete and unconditional release of RBC and its affiliates (and their respective control persons, partners, directors, officers, employees, consultants and agents) with respect to all claims asserted in such litigation or relating to this Agreement or any Matter; such release to be set forth in an instrument signed by all parties to such settlement. Neither the Company nor an Indemnified Party shall be liable for any settlement of any litigation or proceeding effected without its written consent, unless such settlement, compromise or consent includes an unconditional release of the Company or each Indemnified Party, as the case may be, from all liability arising out of such claim, action, suit or proceeding. Notwithstanding any provision herein to the contrary, the Company shall not be liable hereunder for indemnification to an Indemnified Party, and the Indemnified Party shall not be exculpated, indemnified or reimbursed, in respect of any claims, damages, losses, liabilities or expenses that are finally judicially determined to have resulted primarily and directly from the gross negligence or willful misconduct of such Indemnified Party. Subject to the foregoing sentence, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. The Company agrees that the exculpation, indemnification and reimbursement commitments set forth in this Agreement shall apply whether or not such Indemnified Party is a formal party to any such claim, action or proceeding. Immunomedics, Inc. July 28, 2004 Page 8 The Company agrees that if any exculpation, indemnification or reimbursement sought pursuant to this letter were for any reason not to be available to any Indemnified Party or insufficient to hold any Indemnified Party harmless as and to the extent contemplated hereby, then the Company shall contribute to the amount paid or payable by the Indemnified Party as a result of the claims, damages, losses, expenses and liabilities in such proportion as is appropriate (i) to reflect the relative benefits to the Company and its securityholders on the one hand, and RBC on the other hand, in connection with the transaction to which such exculpation, indemnification or reimbursement relates or (ii) if the allocation on that basis is not permitted by applicable law, to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each such Indemnified Party, respectively, and the Company as well as any other relevant equitable considerations. The Company and RBC agree that it would not be just and equitable if the contribution provided for herein were determined by pro rata allocation or any other method which does not take into account the equitable considerations referred to above. It is hereby agreed that the relative benefits to the Company, on the one hand, and RBC, on the other hand, with respect to this engagement shall be deemed to be in the same proportion as (i) the gross proceeds received (or to be received) by the Company and/or its securityholders in connection with any Transaction (whether or not consummated) for which RBC is engaged to render financial advisory services bears to (ii) the fee paid to RBC in connection with this engagement. In no event shall RBC contribute in excess of the fees actually received by RBC pursuant to the terms of this engagement. The exculpation, indemnity, reimbursement and contribution obligations of the Company shall survive the termination of this engagement, shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors and assigns of the Company and any successors, assigns, heirs and personal representatives of an Indemnified Party. The exculpation, indemnity, reimbursement and contribution provided herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto or any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any party hereto. 14. Notices. All notices and other communications required hereunder shall be in writing and shall be deemed effectively given upon personal delivery; upon confirmed transmission by telecopy or telex; or upon deposit with the United States Post Office, by first-class mail, postage prepaid, or otherwise delivered by hand or by messenger or courier, addressed (i) if to the Company, at the Company's address as set forth above or at such other address as the Company shall have furnished in writing to RBC, Attention: Chief Financial Officer, or (ii) if to RBC, to RBC Capital Markets, Two Embarcadero Center, Suite 1200, San Francisco, CA 94111, Attention: Michael J. Rosso, Director and Head of Equity Private Placements, or at such other address as RBC shall have furnished in writing to the Company. Immunomedics, Inc. July 28, 2004 Page 9 Please confirm that the foregoing is in accordance with our understandings and agreements by signing and returning to RBC duplicates of this letter enclosed herewith. Very truly yours, RBC CAPITAL MARKETS By: RBC Capital Markets Corporation By: /s/ Michael J. Rosso - ------------------------------------------ Michael J. Rosso Head of Equity Private Placements Accepted and Agreed to: By: Immunomedics, Inc. By: /s/ Cynthia L. Sullivan - ------------------------------------------ Cynthia L. Sullivan President and Chief Executive Officer EX-10.1 3 im696385-ex10_1.txt FORM OF STOCK PURCHASE AGREEMENT EXHIBIT 10.1 FORM OF STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is dated July 30, 2004 between _________________ ("Purchaser") and Immunomedics, Inc. ("Company"). The parties hereto agree as follows: The Purchaser shall buy and the Company shall sell _________ shares ("Shares") of the Company's Common Stock at a price of $3.61 per share for a total amount of $___________. The Shares and Additional Shares (as hereinafter defined) have been registered on a registration statement on Form S-3, File No. 333-114810, which was declared effective by the Securities and Exchange Commission and remains effective as of the date hereof. A final prospectus and prospectus supplement relating to the offering of the Shares (together, the "Prospectus") and the Additional Shares (the "Offering") will be delivered to the Purchaser prior to or promptly after the closing of the purchase and sale of the Shares (the "Closing"). The Shares are free of restrictive legends and are free of any resale restrictions. The Purchaser represents and warrants to the Company: (a) The Purchaser is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The Purchaser has the requisite corporate (or other entity) power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. (c) In making its investment decision in this offering, the Purchaser and its advisors, if any, have relied solely on the Company's public filings as filed with the Securities and Exchange Commission. Approval of the Shares for listing on the Nasdaq National Market ("NASDAQ") shall be a condition to the Closing and the Company shall have no obligation to consummate the sale of the Shares until such approval is obtained. The Closing is expected to occur on or about August 2, 2004, or as soon thereafter as such approval has been obtained. The Company will give notice of the date of Closing to the Purchaser not less than one (1) Business Day (as hereinafter defined) before the Closing. The Purchaser and the Company acknowledge and agree that (i) the offering described in the Prospectus is for up to a number of shares of the Company's Common Stock equal to 19.9% of the Company's outstanding Common Stock prior to the 2 transaction contemplated hereby and (ii) the Company will not issue additional shares of its Common Stock with respect to this transaction under circumstances that would require the approval of its stockholders pursuant to applicable NASDAQ rules without obtaining such approval. The Purchaser shall wire the purchase amount to the Company to the account set forth below. Company Wire Transfer Instructions: ABA Number: Account Number: Title of Account: Address: The Company shall cause its transfer agent to transmit the Shares electronically to the Purchaser by crediting the account set forth below through the Deposit Withdrawal Agent Commission system. Purchaser DWAC Instructions: In addition, the Purchaser shall have the right at its option to purchase, and the Company agrees to sell, shares of the Company's Common Stock (the "Additional Shares") equal in number to the Shares, at a price of $3.97 per share, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Such Additional Shares shall be sold at an additional closing (the "Additional Closing"), which shall take place (i) three (3) Business Days (as defined below) after the satisfaction of all of the conditions set forth in the following paragraph or (ii) at such other time and date as the Purchaser and the Company mutually determine. Notwithstanding the foregoing, the Company shall be obligated to sell the Additional Shares, and the Additional Closing shall occur, if, and only if, (i) the Purchaser has delivered a notice in the form attached hereto (an "Additional Closing Notice") to the Company prior to November 24, 2004, (ii) the Company has not received written notice of disapproval of the Additional Shares for listing on NASDAQ prior to August 13, 2004, and (iii) the sale of the Additional Shares does not require the approval of the Company's stockholders pursuant to applicable NASDAQ rules. The term "Business Day" shall mean 3 (a) any day on which trading occurs on NASDAQ (or any successor thereto), or (b) if trading does not occur on NASDAQ (or any successor thereto), any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. The Company may waive the condition set forth in subparagraph (iii) above if it determines that it may sell the Additional Shares without obtaining approval of the Company's stockholders pursuant to applicable NASDAQ rules without satisfaction of such condition. At the Additional Closing, the Purchaser shall wire the purchase amount to the Company for the Company's Common Stock being purchased to the account set forth above and the Company shall cause its transfer agent to transmit the Additional Shares electronically to the Purchaser by crediting the account set forth above through the Deposit Withdrawal Agent Commission system. A final prospectus and prospectus supplement relating to the offering of the Additional Shares will be delivered to the Purchaser prior to or promptly after the Additional Closing. The Additional Closing Notice and all other communications hereunder shall be in writing and shall be deemed to have been given on the date delivered by hand, sent by facsimile transmission, or mailed certified mail, return receipt requested, if to the Purchaser, to the address set forth on the signature page of this Agreement, and if to the Company, to Gerard G. Gorman, CFO, Facsimile (973) 605-8282. Either party to this Agreement may change such address for notices by sending to the other party written notice of a new address for such purpose. The Company shall, by 8:30 a.m. Eastern time on the first Business Day following the date hereof, issue a press release disclosing the material terms of the transaction contemplated hereby. The Purchaser may not assign or otherwise transfer this Agreement or its rights hereunder without the consent of the Company. 4 AGREED AND ACCEPTED: Immunomedics, Inc. By: ------------------------------------ Name: Title: PURCHASER: By: ------------------------------------ Name: Title: Address: ------------------------------ ------------------------------ Facsimile No.: ------------------------ 5 ADDITIONAL CLOSING NOTICE Additional Shares. The undersigned hereby irrevocably elects to purchase _______________ shares of Common Stock of Immunomedics, Inc. (the "Company") on the terms and conditions set forth in the attached Stock Purchase Agreement. NOTE: THE NUMBER OF SHARES MAY NOT EXCEED THE NUMBER OF ADDITIONAL SHARES AS SET FORTH IN SUCH STOCK PURCHASE AGREEMENT. The undersigned hereby confirms that the representations and warranties made in the Stock Purchase Agreement with respect to the undersigned's acquisition of the Shares are true and correct with respect to the undersigned's acquisition of the Additional Shares. Dated:____________, 2004 Signature: --------------------------------- Address: --------------------------------- --------------------------------- Facsimile No: -------------------- DWAC delivery instructions: EX-99.1 4 im696385-ex99_1.txt PRESS RELEASE, DATED AUGUST 2, 2004 EXHIBIT 99.1 Immunomedics, Inc. Raises $15 Million in Sale of Common Stock Morris Plains, N.J., August 2, 2004 - Immunomedics, Inc. (Nasdaq: IMMU) today announced that agreements have been signed to sell 4,178,116 shares of its common stock, resulting in gross proceeds to the Company of approximately $15.1 million. The shares are being sold to select institutional investors at a price of $3.61 per share. The Company has also agreed to grant these investors rights to purchase an additional 4,178,116 shares of its common stock at a price of $3.97 per share, by a date no later than November 24, 2004. The shares of common stock are being offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The sale is expected to close on or about Monday, August 2, 2004, subject to customary closing conditions. RBC Capital Markets is acting as the exclusive placement agent in connection with the transaction. "We are pleased with this round of financing, which has strengthened our cash position," said Gerard G. Gorman, Vice President of Finance and Chief Financial Officer. At March 31, 2004, the Company had $25.0 million in cash and liquid securities, including $5.4 million of restricted securities that collateralize the New Jersey Economic Development Authority financing completed in May 2003 for construction of expanded manufacturing facilities. "Our improved cash position facilitates, we believe, our negotiating position in various out-licensing discussions, while we continue the clinical development of our potential products for cancer and autoimmune disease therapy," added Cynthia L. Sullivan, President and Chief Executive Officer. Ms. Sullivan also stated: "We are particularly encouraged with the results of our initial trial of epratuzumab, our humanized anti-CD22 antibody, in the treatment of patients with systemic lupus erythematosus." This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offer, if at all, will be made only by means of the prospectus, including the prospectus supplement, which forms a part of the effective registration statement. Immunomedics, Inc. is a biopharmaceutical company focused on the development, manufacture and commercialization of diagnostic imaging and therapeutic products for the detection and treatment of cancer and other serious diseases. Integral to these products are highly specific monoclonal antibodies and antibody fragments designed to deliver radioisotopes and chemotherapeutic agents to tumors and other sites of disease. Immunomedics has nine therapeutic product candidates in clinical development and has two marketed diagnostic imaging products. The most advanced therapeutic product candidates are LymphoCide(R) (epratuzumab), for which certain Phase II clinical trials for the treatment of non-Hodgkin's lymphoma have already been completed, and CEA-Cide(R) (labetuzumab), which is in Phase I/II clinical trials for the treatment of certain solid tumors. This release, in addition to historical information, contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Any statement in this release that is not a statement of historical fact, including, but not limited to, statements regarding the Company's business strategy, clinical trials and future financial condition, is a forward-looking statement. Such forward-looking statements involve significant known and unknown risks and uncertainties and actual result could differ materially from those expressed or implied herein. Factors that could cause such differences include, but are not limited to, risks associated with new product development (including clinical trials outcome and regulatory requirements/actions), competitive risks to marketed products and availability of financing and other sources of capital, as well as the risks discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003 and other filings with the Securities and Exchange Commission. The Company is not under any obligation, and the Company expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. Company Contact (including to obtain a copy of the prospectus): Chau Cheng, Associate Director, Investor Relations & Business Analysis, (973) 605-8200, extension 123. Visit the Company's web site at http://www.Immunomedics.com. -----END PRIVACY-ENHANCED MESSAGE-----