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):  March 5, 2012

Immunomedics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-12104	61-1009366
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 The American Road, Morris Plains, New Jersey	07950
(Address of Principal Executive Offices)	(Zip Code)

(973) 605-8200

(Registrant's telephone number,

including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] 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)).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 6, 2012, the Governance and Nominating Committee of the Board of Directors (the “Board”) of Immunomedics, Inc. (the “Company”) recommended, and the members of the Board approved, after review of the experience and credentials of Marcella LoCastro, the election of Ms. LoCastro to the Company’s Board.  On March 6, 2012, the Board of the Company appointed Ms. LoCastro as a director of the Company to fill the vacancy on the Board and serve until the 2012 annual meeting of stockholders of the Company.  Ms. LoCastro was also appointed to serve on the Audit Committee and Compensation Committee of the Board.

In addition, on March 5, 2012, Kenneth J. Zuerblis resigned from his position as a member of the Board of the Company, effective immediately.  There is no disagreement between Mr. Zuerblis and the Company on any matter relating to the Company’s operations, policies or practices.

Ms. LoCastro shall receive compensation for serving on the Board and certain committees of the Board pursuant to the Company’s non-employee director compensation plan.  In accordance with the Company’s 2006 Stock Incentive Plan, as amended, on March 6, 2012, the Company granted Ms. LoCastro 22,500 nonqualified stock options.  The option grants (i) were fully vested on the date of grant and have an exercise price equal to $3.28, which is equal to the closing price of the Company’s common stock, $0.01 par value per share, on the NASDAQ Stock Market on the date of grant, (ii) have a term of seven years from the date of grant and (iii) have a post-termination exercise period of 12 months following the date of Ms. LoCastro’s cessation of service on account of death.

There is no information required to be disclosed with respect to Ms. LoCastro pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Ms. LoCastro and resignation of Mr. Zuerblis as a member of the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c)      Exhibits.

Exhibit No.	Description
17.1	Resignation Letter of Kenneth J. Zuerblis.
99.1	Press Release of Immunomedics, Inc. dated March 7, 2012.

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.

	IMMUNOMEDICS, INC.
Dated: March 7, 2012	By:	/s/ Gerard G. Gorman
	Name:	Gerard G. Gorman
	Title:	Senior Vice President, Finance and Chief Financial Officer

EX-17.1

EXHIBIT 17.1

Kenneth J. Zuerblis

March 5, 2012

Dr. David M. Goldenberg

Chairman

Immunomedics, Inc.

300 American Road

Morris Plains, NJ 07950

Dear David,

Confirming my recent conversation with Brian Markison, I respectfully resign from my Board of Directors position at Immunomedics, effective immediately. I have no disagreement on any matter related to Immunomedics’ operations, policies or practices.

Let me take this opportunity to wish you and the company every future success in fully realizing the potential of Immunomedics’ remarkable science platform.

Best regards,

/s/ Kenneth J. Zuerblis

Kenneth J. Zuerblis

EX-99.1

EXHIBIT 99.1

Immunomedics Appoints Marcella LoCastro to Board of Directors

MORRIS PLAINS, N.J., March 7, 2012 (GLOBE NEWSWIRE) -- Immunomedics, Inc. (Nasdaq:IMMU), a biopharmaceutical company primarily focused on the development of monoclonal antibody-based products for the targeted treatment of cancer, autoimmune and other serious diseases, today announced that Ms. Marcella LoCastro, CPA.CITP, has been appointed to the Company's Board of Directors.

Ms. LoCastro is the Chief Executive Officer of MLoCastro Consulting LLC, and provides Women's Leadership Training for public accounting and professional services firms, as well as the New Jersey Society of Certified Public Accountants. Previously, she served as a Managing Partner at Tatum, LLC, a national professional services firm, Managing Director at SolomonEdwardsGroup, LLC, a national CFO services firm, and has held Partner roles with Deloitte LLP, JH Cohn LLP, Arthur Andersen LLP and Ernst & Young LLP.

Ms. LoCastro currently serves on the Board and the Audit Committee of BioClinica, Inc. (Nasdaq:BIOC); as a Senior Advisor on an Industry Advisory Board for Alvarez and Marsal; and as a board member of several professional and educational organizations. The Board of Directors will recommend the election of Ms. LoCastro in the 2012 proxy, which is expected to be distributed at the end of October.

"Marcella has over 35 years of experience working with Boards, CEOs and CFOs, providing accounting solutions, software implementation, business process improvement, management reporting solutions and Sarbanes-Oxley reviews. We are delighted to have such an experienced and capable executive join us," remarked Dr. David M. Goldenberg, Chairman of the Board of Directors and founder of the Company.

Commenting on her appointment to the Board of the Company, Ms. LoCastro stated, "I am excited about this opportunity to work with members of the Board of Directors and senior management. Immunomedics has a very robust product pipeline of novel therapeutic agents for markets with significant unmet medical needs. I look forward to assisting the Company with its growth strategy."

The Company also announced the departure of Kenneth J. Zuerblis from his position as a member of the Board of the Company. There is no disagreement between Mr. Zuerblis and the Company on any matter relating to the Company's operations, policies or practices.

"On behalf of our entire Board, I would like to thank Ken for his contributions to Immunomedics," said Dr. Goldenberg. "We wish him success in his future endeavors," he added.

About Immunomedics

Immunomedics is a New Jersey-based biopharmaceutical company primarily 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, cytokines 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 also have a majority ownership in IBC Pharmaceuticals, Inc., which is developing a novel Dock-and-Lock (DNL) methodology with us for making fusion proteins and multifunctional antibodies, and a new method of delivering imaging and therapeutic agents selectively to disease, especially different solid cancers (colorectal, lung, pancreas, etc.), by proprietary, antibody-based, pretargeting methods. We believe that our portfolio of intellectual property, which includes approximately 190 patents issued in the United States and more than 400 foreign patents, protects our product candidates and technologies. For additional information on us, please visit our website at www.immunomedics.com. The information on our website does not, however, form a part of this press release.

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 (including the timing and amount of contingent payments), forecasts of future operating results, potential collaborations, 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 any cash payment that the Company might receive in connection with a sublicense involving a third party and UCB, which is not within the Company's control, new product development (including clinical trials outcome and regulatory requirements/actions), our dependence on our licensing partners for the further development of epratuzumab for autoimmune indications and veltuzumab for non-cancer indications, competitive risks to marketed products and availability of required financing and other sources of funds on acceptable terms, if at all, as well as the risks discussed in the Company's 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.

CONTACT: Dr. Chau Cheng
         Director, Investor Relations & Grant Management
         (973) 605-8200, extension 123
         ccheng@immunomedics.com