On March 29, 2019, Immunomedics, Inc. (the "Company") reported that it entered into a Sales Agreement (the "Sales Agreement") with Cowen and Company, LLC ("Cowen") to issue and sell shares of the Company’s common stock, par value $0.01 per share (the "Common Stock"), having an aggregate offering price of up to $150,000,000 (the "Placement Shares"), from time to time during the term of the Sales Agreement, through an "at-the-market" equity offering program under which Cowen will act as the Company’s agent and/or principal (Filing, 8-K, Immunomedics, MAR 29, 2019, View Source [SID1234534781]).
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Under the Sales Agreement, the Company will set the parameters for the sale of the Placement Shares, including the number of Placement Shares to be issued, the time period during which sales are requested to be made, limitation on the number of Placement Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Cowen may sell Placement Shares by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made through The Nasdaq Global Market ("Nasdaq") or on any other existing trading market for the Common Stock. In conducting such sales activities, Cowen will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq. The Company is not obligated to make any sales of Common Stock under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. The Company or Cowen may suspend or terminate the offering of Placement Shares upon notice to the other party and subject to other conditions. Under the terms of the Sales Agreement, the Company may also sell Placement Shares to Cowen acting as principal for Cowen’s own account at prices agreed upon at the time of sale. The Sales Agreement provides that Cowen will be entitled to compensation for its services in an amount of up to 3.00% of the gross proceeds of any Placement Shares sold under the Sales Agreement.
The Placement Shares sold under the Sales Agreement will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333- 225550) and the base prospectus included therein. On the date hereof, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of the Placement Shares pursuant to the Sales Agreement.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K. The legal opinion of DLA Piper LLP (US) relating to the shares of common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.