8-K

                                  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): June 10, 2005


                               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)

      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)

      |X| 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))




Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.

      Immunomedics, Inc., a Delaware corporation (the "Company"), received a
letter on June 10, 2005, from the Nasdaq listing qualifications staff (the
"Staff") stating that the Company had not provided a definitive plan evidencing
its ability to regain compliance with the Nasdaq Maketplace shareholder approval
rule (Rule 4350(i)(1)(D)(ii) (the "Rule")) in its private placement of notes and
warrants that closed on April 29, 2005 (the "Financing"). The Company intends,
among other things, to appeal the Staff determination, which will have the
effect of temporarily suspending the delisting.

      On May 19, 2005, the Company received a notice from the Staff that advised
the Company that the Staff believed the private placement violated the Rule. On
June 3, 2005, the Company submitted to the Staff a plan and timetable in an
effort to regain compliance with the Rule, which plan and timetable was
supplemented and amended by letter from the Company to the Staff dated June 9,
2005. In the response set forth in its June 10 letter, the Staff notified the
Company that it believed the Company's plan and timetable, as supplemented and
amended, would not achieve compliance with the Rule and that the Staff had
therefore determined to delist the Company from The Nasdaq National Market. The
Company has used, and continues to use, all possible efforts to address the
Staff's concerns. In order to temporarily suspend the delisting otherwise
scheduled to be effective by June 21, 2005, the Company must file the appeal on
or before June 17, 2005, which the Company intends to do.

      While the Company's appeal is pending, the Company plans to (1) continue
to explore the possibility of amending the terms of the notes and the warrants,
in an attempt to regain compliance with Nasdaq Marketplace rules; (2) continue
to pursue its application to list its common stock on the American Stock
Exchange and (3) call a special meeting of its stockholders to request a 40
million share increase to its authorized common stock, in part as required by
the terms of the notes and warrants, and to seek stockholder approval of the
issuance of shares of common stock in accordance with the Financing. Each of
these plans were described in more detail in the Company's Current Report on
Form 8-K dated May 25, 2005.

      As noted in the May 25, 2005 8-K:

      o     Forty million shares will permit conversions of notes and exercises
            of warrants (including those subject to the investors' option to
            purchase up to an additional 20% of the amount of notes and warrants
            issued in the Financing) and additional shares of common stock for
            general corporate purposes.

      o     No assurance can be given that any effort to amend the terms of the
            notes and warrants will be successful or will satisfy the Staff
            regarding its delisting determination or allow the Company to
            succeed in its appeal of the Staff determination.

      o     No assurance can be given with respect to the success or timing of
            the American Stock Exchange listing application.

      Furthermore, there is no assurance that the Company's appeal of the Nasdaq
Staff's decision will be successful, or as to the potential timing of the actual
delisting of the Company's securities (including whether or not it may not occur
before the special stockholder meeting, any amendment of the terms of the notes
and warrants, or any listing of its common stock on the AMEX). If the Company is
unable to successfully amend the terms of the notes and warrants, and obtain the
requisite approval from stockholders, it is unlikely that the Nasdaq will permit
the continued listing of the Company's stock, and even if the Company is
successful in both those regards, it may not be able to retain its listing on
the Nasdaq National Market.

Item 9.01. Financial Statements and Exhibits.

      (c)   Exhibits:

            99.1  - Press Release, dated June 14, 2005




                                   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:  June 14, 2005                   IMMUNOMEDICS, INC.



                                       By: /s/ Cynthia L. Sullivan
                                          -------------------------------------
                                          Cynthia L. Sullivan
                                          President and Chief Executive Officer

EX-99.1

                                                                    Exhibit 99.1

                      IMMUNOMEDICS TO APPEAL NASDAQ RULING
          AND FILES PRELIMINARY PROXY MATERIAL FOR STOCKHOLDER MEETING

Morris Plains, NJ, June 14, 2005. Immunomedics, Inc. (Nasdaq:IMMU) today
announced that it plans to appeal a Nasdaq staff ruling that the Company
violated Nasdaq Maketplace shareholder approval rules in connection with its
financing that closed on April 29, 2005. The Company plans to file a notice of
the appeal on or before June 17, 2005, in order to temporarily prevent a
delisting. In the meantime, the Company will continue to explore the possibility
of amending the terms of the notes and the warrants issued in the April
financing, in an effort to regain compliance with Nasdaq Marketplace rules.

The Company is filing with the Securities and Exchange Commission a preliminary
proxy statement regarding a special meeting of its stockholders that it will
convene to seek approval of the additional authorized shares needed for the
recent financing, as well as approval of the issuance of shares of common stock
in accordance with the April financing.

The Company also will continue to explore possible amendments to the terms of
the notes and warrants and will continue to pursue the application to transfer
listing of its common stock to the AMEX, which it filed on June 3, 2005. No
assurance can be given that any effort to amend the terms of the April 29
financing will be successful or will satisfy the Staff regarding its delisting
determination or allow the Company to succeed in its appeal, or with respect to
the timing or success of our American Stock Exchange listing application.
Furthermore, there is no assurance that the Company's appeal of the Nasdaq
Staff's decision will be successful, or as to the potential timing of the actual
delisting of the Company's securities (including whether or not it may occur
before the special meeting of stockholders, any amendment of the terms of the
notes and warrants, or any listing on the AMEX.) If the Company is unable to
successfully amend the terms of the notes and warrants and obtain the requisite
approval from stockholders, it is unlikely that the Nasdaq will permit the
continued listing of the Company's common stock, and even if the Company is
successful in both those regards, it may not be able to retain its listing on
The Nasdaq National Market.

Immunomedics is a biopharmaceutical company focused on the development of
monoclonal, antibody-based products for the targeted treatment of cancer,
autoimmune and other serious diseases. We have developed a number of advanced
proprietary technologies that allow us to create humanized antibodies that can
be used either alone in unlabeled or "naked" form, or conjugated with
radioactive isotopes, chemotherapeutics or toxins, in each case to create highly
targeted agents. Using these technologies, we have built a pipeline of
therapeutic product candidates that utilize several different mechanisms of
action. We are currently preparing to enter our lead product candidate,
epratuzumab, into two pivotal Phase III trials for the treatment of patients
with moderate and severe lupus. At present, there is no cure for lupus and no
new lupus treatment drug has been approved in the U.S. in the last 40 years. We
believe that our portfolio of intellectual property, which includes
approximately 90 patents issued in the United States, and more than 250 other
issued patents worldwide, protects our product candidates and technologies.
Visit our web site at http://www.immunomedics.com.

This release, in addition to historical information, may contain forward-looking
statements made pursuant to the Private Securities Litigation Reform Act of
1995. Such statements, including statements regarding clinical trials,
out-licensing arrangements, and capital raising activities, involve significant
risks and uncertainties and actual results 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, 2004. 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.

Immunomedics, Inc. is filing a preliminary proxy statement with the SEC
concerning the share increase described above. INVESTORS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the website
maintained by the SEC at www.sec.gov. In addition, investors may obtain
documents filed with the SEC by Immunomedics, Inc. free of charge by requesting
them in writing from Immunomedics, Inc. at 300 American Road, Morris Plains, NJ
07950, Attention: Investor Relations, or by telephone at (973) 605-8200.

For More Information:

Dr. Chau Cheng
Associate Director, Investor Relations & Business Analysis
(973) 605-8200, extension 123
ccheng@immunomedics.com

Julie Huang
Financial Dynamics
(212) 850-5628
jhuang@fd-us.com