Immunomedics 8-K 2017
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2017
(Exact name of registrant as specified in its charter)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Item 1.01 UNREGISTERED SALES OF EQUITY SECUTITIES
On September 14, 2017, Immunomedics, Inc. (also referred to as we or our) entered into privately negotiated exchange agreements with a limited number of holders (Noteholders) of our outstanding 4.75% Convertible Senior Notes due 2020 (the Convertible Notes), pursuant to which we agreed to exchange, in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the Exchanges), approximately $80.0 million in aggregate principal amount of the Convertible Notes held by the Noteholders for (a) approximately 14,100,017 newly issued shares of our common stock, par value $0.01 per share (the Common Stock), plus (b) an additional number of newly issued shares of Common Stock to be determined based on the volume-weighted average trading price of the Common Stock over the three trading days beginning on September 15, 2017.
We anticipate that the Exchanges will be completed on or about September 21, 2017. Upon completion of the Exchanges, the aggregate principal amount of the Convertible Notes is expected to be reduced to approximately $20.0 million.
The foregoing description of the exchange agreements is qualified in its entirety by reference to the form of exchange agreement filed as Exhibit 10.1 of this Current Report, which is incorporated by reference herein.
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 8.01 OTHER EVENTS
We issued a press release on September 15, 2017 in connection with entering into the exchange agreements and the Exchanges. The press release is filed as Exhibit 99.1 of this Current Report and is incorporated by reference herein.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d): The following exhibits are being filed herewith:
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.