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): May 19, 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.
On April 29, 2005, Immunomedics, Inc., a Delaware corporation (the
"Company" or "Registrant"), sold $37,675,000 of the Company's 5% Senior
Convertible Notes due 2008 ("Notes") and related warrants to purchase 2,878,151
shares of the Company's Common Stock ("Warrants") in a private placement
("Private Placement") exclusively to qualified institutional buyers and
institutional accredited investors. The Notes have an initial conversion rate of
$2.62 per share of Common Stock and the Warrants have an initial exercise price
of $2.98 per share of Common Stock. The price of the Company's common stock on
the initial date of issue of the Notes and Warrants was $2.38 per share. Only a
portion of the Notes is convertible at the option of the holders of the notes
and warrants prior to an increase in the Company's authorized common stock, and
the Warrants may only be exercised upon the share increase.
On May 19, 2005, the Company received a letter from members of The Nasdaq
Stock Market ("Nasdaq") listing qualification staff (the "Staff") notifying the
Company that the Private Placement did not comply with Nasdaq Marketplace Rule
4350(i)(1)(D)(ii). Specifically, the Staff advised that it believes that the
anti-dilution protections for the holders contained in the Notes and Warrants
could potentially reduce the conversion price of the Notes and exercise price of
the Warrants to a price below market value on the date of issue and therefore
violate the Rule. As a result, the Staff stated in its letter that it is
reviewing the Company's eligibility for continued listing on the Nasdaq Stock
Market.
Following receipt of the letter from the Staff, the Company has taken and
will take the following actions:
First, the Company has had several conversations with the Staff regarding
its review of the Private Placement and has initially responded in writing to
address the Nasdaq's letter. The Company has undertaken, and will continue to
undertake, all possible efforts to address the Staff's concerns.
Second, the Company has agreed not to issue any shares of its common stock
(or securities convertible or exercisable into its common stock) that would
trigger the anti-dilution provisions identified by the Staff's letter as
described above until the special meeting of its stockholders referred to below.
Third, the Company intends as soon as practicable, to call a special
meeting of its stockholders to request a 40 million share increase to its
authorized common stock and any other applicable action, subject to Nasdaq's
review of the Company plans. Forty million shares will cover conversions of
Notes and exercises of Warrants (including those subject to investors' option to
purchase an additional 20% of the amount of Notes and Warrants issued on April
29, 2005) as well as additional shares of common stock for other purposes.
Fourth, the Company intends to explore possible amendments to the terms of
the Notes and Warrants with the holders of these securities to address the
Staff's letter described above. There can be no assurance that any such effort
will be successful.
The Company intends to file promptly an application with The American
Stock Exchange to transfer the listing of its Common Stock to AMEX. Based on
informal discussions with the AMEX listing qualifications staff, the Company
understands that it meets the AMEX initial listing standards, and the Company
believes that its Common Stock will be qualified for listing on that exchange.
The Company plans to complete the listing transfer before the special meeting of
its stockholders that is described above. In connection therewith, the Company
will undertake in writing with AMEX to seek stockholder approval at that meeting
of the issuance of shares of Common Stock upon conversion of the Notes and
exercise of the Warrants in accordance with their respective terms, as a result
of which, if approved, more than 20% of the Common Stock could be issued to the
holders of the Notes and Warrants. The Company will also undertake in writing to
refrain from issuing any additional shares of Common Stock, or securities
convertible into or exercisable for Common Stock, other than in accordance with
the terms of currently outstanding securities, until the stockholders vote at
the special meeting. Based on its recent informal discussions with the AMEX
staff, the Company believes the foregoing would have satisfied the AMEX's
requirements regarding stockholder approval of issuances potentially or actually
in excess of such 20% threshold had the Company been listed on AMEX on April 29,
2005, when it entered into the Private Placement.
The Company intends to continue discussions with NASDAQ to determine
if a dual listing on both the AMEX and the NASDAQ markets is possible, and if
so, what would be required to satisfy NASDAQ in that respect. No assurance can
be given with respect to the completion or timing of the AMEX listing
application or to NASDAQ's acceptance of a dual listing of the Company's Common
Stock.
The sale of the Notes and Warrants in the Private Placements and the
shares issuable upon the conversion of the Notes or exercise of the Warrants was
not registered under the Securities Act of 1933, as amended, or state securities
laws, and no securities may be offered or sold in the United States without the
sale being registered under the Securities Act and the securities laws of any
other jurisdiction or through a valid exemption from the Securities Act and the
securities laws of any other jurisdiction. The Notes and Warrants were offered
and sold only to qualified institutional buyers and institutional accredited
investors. The Company has agreed to file a registration statement with the SEC
covering the resale of the Notes, the Warrants and the common stock issuable
upon conversion of the Notes and exercise of the Warrants.
The Company will file a proxy statement with the SEC concerning the share
increase described above. INVESTORS ARE URGED TO READ THE 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 the Company 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.
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: May 25, 2005 IMMUNOMEDICS, INC.
By: /s/ Cynthia L. Sullivan
--------------------------------------
Cynthia L. Sullivan
President and Chief Executive Officer