ImmunoGen,Inc. (NASDAQ:IMGN) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October5, 2017,ImmunoGen,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Leerink Partners LLC and RBC Capital Markets, LLC, as representatives of the several underwriters (the “Underwriters”) named in Schedule 1 of the Underwriting Agreement, related to a public offering of 14,500,000 sharesof the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $6.50 per share less the underwriting discounts and commissions (the “Offering”). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,175,000 shares of Common Stock at the same price. The Offering is expected to close on October11, 2017, subject to the satisfaction of customary closing conditions. The net proceeds to the Company are expected to be approximately $88.3 million after deducting underwriting discounts and commissions and estimated expenses associated with the Offering, assuming no exercise by the Underwriters of their option to purchase additional shares of Common Stock.
The Offering is being made to a prospectus supplement dated October5, 2017 and an accompanying prospectus dated May11, 2017, to the Company’s effective shelf registration statement on FormS-3 (File No.333-216438), initially filed with the Securities and Exchange Commission on March3, 2017 and declared effective on May11, 2017.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the shares of Common Stock in the Offering is attached as Exhibit5.1 to this Current Report on Form8-K.
In connection with the Offering, certain information relating to PartII,Item 14 of the above referenced registration statement under the heading “Other Expenses of Issuance and Distribution” is being filed as Exhibit99.1 to this Current Report on Form8-K to be incorporated by reference into such registration statement.
The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
ITEM 8.01. OTHER EVENTS
On October5, 2017, the Company issued a press release announcing that it had priced the public offering described in Item 1.01 of this Current Report on Form8-K. The Company’s press release is filed as Exhibit99.2 to this Current Report on Form8-K and is incorporated herein by reference.