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) September 3, 2013
Immunomedics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-12104 | 61-1009366 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer 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:
| [ ] | 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 1.01. Entry into a Material Definitive Agreement.
Please see Item 5.02 below.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Chief Financial Officer
On September 3, 2013, Immunomedics, Inc., a Delaware corporation (the "Company") announced that Gerard G. Gorman, Senior Vice President, Finance and Chief Financial Officer, has retired as an employee of the Company. In connection with Mr. Gorman's retirement, the Company and Mr. Gorman entered into a Consulting Agreement (the "Consulting Agreement") and Separation from Employment Agreement (the "Separation Agreement" and together with the Consulting Agreement, the "Agreements"), effective September 3, 2013 (the "Effective Date"). In connection with entering into the Agreements, all of Mr. Gorman's rights and benefits under that certain Amended and Restated Change of Control and Severance Agreement, by and between the Company and Mr. Gorman, dated as of December 17, 2008, have been terminated. The material terms of the Agreements are as follows:
Appointment of new Chief Financial Officer
On September 3, 2013, the Company announced the appointment of Peter P. Pfreundschuh, 44, as the Company's new Chief Financial Officer. There was no arrangement or understanding between Mr. Pfreundschuh and any other persons pursuant to which Mr. Pfreundschuh was appointed Chief Financial Officer. In this capacity, Peter will manage Financial Reporting, Information Technology, Administration, Investor Relations, Human Resource, and operational matters.
From November 2008 through June 2013, Peter was the Chief Financial Officer of CircuLite Inc. ("CircuLite"), a commercial medical device company with a novel solution for the treatment of late stage chronic heart failure patients. During his years at CircuLite, Peter raised over $90 million dollars in financings and worked extensively on the progression of CircuLite's technology through European Approval (CE Mark). Prior to his current role at CircuLite, Peter served as the Executive Director of Business Development for AstraZeneca Pharmaceuticals L.P. ("AstraZeneca"). Before AstraZeneca, Peter worked at Johnson & Johnson ("J&J") in a variety of capacities. During his tenure at J&J, Mr. Pfreundschuh managed the financial operations of over $1 billion in pharmaceutical research and development and worked on over four hundred new business development opportunities. Mr. Pfreundschuh started his career at Arthur Young (Ernst & Young). Mr. Pfreundschuh earned a BS in Accounting from Rutgers University. Mr. Pfreundschuh also holds an MBA in Finance from Rider University and Marketing Coursework from Northwestern University (Kellogg).
The Company and Mr. Pfreundschuh entered into an Employment Letter, dated as of August 15, 2013 (the "Employment Letter"). The term of the Employment Letter commenced on September 3, 2013 and does not have an expiration date, as Mr. Pfreundschuh's employment with the Company is "at will" and not for any specified period of time. The material terms of the Employment Letter are set forth below.
Base Salary: Pursuant to the Employment Letter, the Company will pay Mr. Pfreundschuh a base salary of $285,000 per year, payable in equal semi-monthly installments (the "Base Salary"). The Base Salary may be adjusted annually by the Company's Board of Directors (the "Board"), consistent with Mr. Pfreundschuh's performance and the Company's policy regarding adjustments in officer compensation established from time to time by the Board.
Stock Options: Pursuant to the Employment Letter, the Compensation Committee of the Board has approved the grant to Mr. Pfreundschuh, effective as of his date of hire, of options to purchase an aggregate number of 75,000 shares of the Company's common stock at an exercise price equal to the fair market value of the underlying common stock on the date of hire. The options will vest at the rate of 25% on each anniversary of the date of grant over a four year period. Such option grants will have a term of 7 years.
The descriptions of the Separation Agreement, Consulting Agreement and Employment Letter above are not complete and are qualified in their entirety by reference to the full text of such agreements, which will be filed as exhibits to the Company's next quarterly report on Form 10-Q.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release of Immunomedics, Inc., dated September 3, 2013.
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.
(Registrant) |
||
| September 5, 2013
(Date) |
/s/ CYNTHIA L. SULLIVAN
Cynthia L. Sullivan President and Chief Executive Officer |
EXHIBIT 99.1
MORRIS PLAINS, N.J., Sept. 3, 2013 (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 the appointment of Peter P. Pfreundschuh as Vice President, Finance and Chief Financial Officer. Mr. Pfreundschuh replaces Gerard G. Gorman, who is retiring from the Company following a transition period.
"Peter brings strong financial and extensive business development experience, with a proven track record of successfully executing licensing deals," said Cynthia L. Sullivan, President and CEO. "We welcome Peter and look forward to his contributions as a member of our management team as we continue to advance our clinical programs, explore additional strategic collaborations, consider other capital-raising opportunities, and continue to build a successful organization," further remarked Ms. Sullivan.
Peter Pfreundschuh, 44, is a seasoned Chief Financial Officer who has successfully managed operations and finances across domestic and international businesses. Most recently he was the Chief Financial Officer for Circulite Inc. Prior to that he was the Executive Director Business Development and Licensing for AstraZeneca Pharmaceuticals L.P., where he led finance and negotiations in support of new business development opportunities for all external deals and alliances. Prior to joining AstraZeneca, Mr. Pfreundschuh served at Johnson and Johnson as Controller of the R&D division and Controller/Director of Marketing and Global Business Analytics. During this time, he also served as Chief Financial Officer/Treasurer for 3 Dimensional Pharmaceuticals, which was acquired by J&J. Mr. Pfreundschuh has also held management positions at Alimenterics, Inc., and American Standard Companies, Inc., and was a Senior Auditor at Ernst & Young, LLP. A New Jersey Certified Public Accountant, Mr. Pfreundschuh received an MBA with a concentration in finance from Rider University, a BS in accounting from Rutgers University School of Business, and has continued his education through the Executive Strategic Marketing Program in Healthcare at the Kellogg School of Management at Northwestern University.
Mr. Gorman, who joined Immunomedics in September 2001 as Chief Financial Officer is retiring. In addition to finance responsibilities, Mr. Gorman was responsible for directing the Company's information technology, human resources and investor relations departments. He will continue to serve as a consultant to the Company during a transition period.
"Gerry has made significant contributions to Immunomedics during his more than ten years on our senior management team. He played an important role in our financing and business development activities, and formed a successful liaison with our audit committee and our external auditors. We appreciate Gerry's long-term commitment to the Company and wish him well in his retirement," said Ms. Sullivan.
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. Our lead product candidate, epratuzumab, is currently in two Phase III clinical trials in lupus. In oncology, we are planning to launch a Phase III pivotal trial for clivatuzumab labeled with a radioisotope in advanced pancreatic cancer patients. Other solid tumor therapeutics in Phase II clinical development include 2 antibody-drug conjugates, labetuzumab-SN-38 (IMMU-130) and hRS7-SN-38 (IMMU-132). We also have a majority ownership in IBC Pharmaceuticals, Inc., which is developing a novel DOCK-AND-LOCK™ (DNL™) method with us for making fusion proteins and multifunctional antibodies. DNL™ is being used particularly to make bispecific antibodies targeting cancers and infectious diseases as a T-cell redirecting immunotherapy, as well as bispecific antibodies for next-generation cancer and autoimmune disease therapies. We believe that our portfolio of intellectual property, which includes approximately 227 active patents in the United States and more than 400 foreign patents, protects our product candidates and technologies. Our strength in intellectual property has resulted in the top-10 ranking in the 2012 IEEE Spectrum Patent Power Scorecards in the Biotechnology and Pharmaceuticals category. 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 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: For More Information:
Dr. Chau Cheng
Senior Director, Investor Relations & Grant Management
(973) 605-8200, extension 123
ccheng@immunomedics.com