Immunomedics (IMMU) Announces Postponement of Annual Meeting of Stockholders

November 28, 2016 7:03 AM EST

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Immunomedics, Inc. (Nasdaq: IMMU)announced that, after careful consideration and in light of venBio Select Advisors LLC’s (“venBio”) recently nominated slate of four director candidates to the Company’s five-member Board, the Board of Directors has determined that the postponement of the Company’s 2016 Annual Meeting of Stockholders for a short period is necessary and in the best interest of its stockholders.

The Board believes that before voting at the Company’s 2016 Annual Meeting, it is important that stockholders have the opportunity to consider the Company’s progress toward achieving a number of critical near-term milestones, including:

  • Completing the enrollment of 100 triple-negative breast cancer (TNBC) patients into the ongoing Phase 2 clinical trial of IMMU-132 by year-end 2016;
  • Beginning the confirmatory Phase 3 clinical trial of IMMU-132;
  • Submitting a Biological License Application (BLA) to the FDA for accelerated approval for IMMU-132 for patients with metastatic TNBC in mid-2017;
  • Presenting three abstracts, including an update on Phase 2 clinical results of IMMU-132 in TNBC patients as well as preclinical results in regards to the Company’s immuno-oncology technology, at the San Antonio Breast Cancer Symposium in December 2016; and
  • Executing on licensing and other strategic activities with regard to IMMU-132 and other clinical and preclinical pipeline drug development candidates as well as platform technologies with the support of Greenhill & Co. as its financial advisor.

Additionally, the Board believes that engaging in a proxy contest at this time could potentially destroy stockholder value by disrupting the Company’s strategy and ability to achieve these milestones.

During this period, the Board expects to complete its work with a leading search firm to identify additional highly qualified, experienced, independent candidates for appointment to the Board. The Board also remains open to continuing to engage with venBio and to work toward reaching a mutually agreeable resolution that is in the best interest of all stockholders.

The Company will hold its Annual Meeting on February 16, 2017. The Annual Meeting was originally scheduled to be held on December 14, 2016. Immunomedics will notify stockholders of the new record date and will send new proxy materials in due course.

The Company also announced that the Board of Directors has approved an amendment to Section 2.5 of its Second Amended and Restated By-Laws, dated August 23, 2007, providing that certain procedural requirements must be adhered to with respect to stockholder actions by written consent; specifically, the Board may fix the record date for any such determination of stockholders and such determination shall be made in a timely manner following the receipt of such a request from a stockholder.

DLA Piper LLP (US) is serving as legal advisor and Greenhill & Co. is serving as financial advisor to Immunomedics.



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