Immunomedics, Inc. (NASDAQ:IMMU) (“Immunomedics”
or “the Company”) today 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.
About ImmunomedicsImmunomedics
is a clinical-stage biopharmaceutical company developing monoclonal
antibody-based products for the targeted treatment of cancer,
autoimmune disorders and other serious diseases. Immunomedics’
advanced proprietary technologies allow the Company to create
humanized antibodies that can be used either alone in unlabeled or
“naked” form, or conjugated with radioactive isotopes,
chemotherapeutics, cytokines or toxins. Using these technologies,
Immunomedics has built a pipeline of eight clinical-stage product
candidates. Immunomedics’ portfolio of investigational products
includes antibody-drug conjugates (ADCs) that are designed to
deliver a specific payload of a chemotherapeutic directly to the
tumor while reducing overall toxic effects that are usually found
with conventional administration of these chemotherapeutic agents.
Immunomedics’ most advanced ADCs are sacituzumab govitecan
(IMMU-132) and labetuzumab govitecan (IMMU-130), which are in Phase
2 trials for a number of solid tumors and metastatic colorectal
cancer, respectively. IMMU-132 has received Breakthrough Therapy
Designation from the FDA for the treatment of patients with
triple-negative breast cancer who have failed at least two prior
therapies for metastatic disease. Immunomedics has a research
collaboration with Bayer to study epratuzumab as a
thorium-227-labeled antibody. Immunomedics has other ongoing
collaborations in oncology with independent cancer study groups.
The IntreALL Inter-European study group is conducting a large,
randomized Phase 3 trial combining epratuzumab with chemotherapy in
children with relapsed acute lymphoblastic leukemia at clinical
sites in Australia, Europe, and Israel. Immunomedics also has a
number of other product candidates that target solid tumors and
hematologic malignancies, as well as other diseases, in various
stages of clinical and preclinical development. These include
combination therapies involving its antibody-drug conjugates,
bispecific antibodies targeting cancers and infectious diseases as
T-cell redirecting immunotherapies, as well as bispecific
antibodies for next-generation cancer and autoimmune disease
therapies, created using its patented DOCK-AND-LOCK® protein
conjugation technology. The Company believes that its portfolio of
intellectual property, which includes approximately 301 active
patents in the United States and more than 400 foreign patents,
protects its product candidates and technologies. For additional
information on the Company, please visit its website at
www.immunomedics.com. The information on its website does not,
however, form a part of this press release.
Important Additional
InformationImmunomedics, Inc. (the “Company”), its
directors and certain of its executive officers may be deemed to be
participants in the solicitation of proxies from Company
stockholders in connection with the matters to be considered at the
Company’s 2016 Annual Meeting. The Company has filed a definitive
proxy statement and form of WHITE proxy card with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from Company stockholders.
COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS AND SUPPLEMENTS), THE ACCOMPANYING WHITE PROXY CARD AND
ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, is set forth in the proxy statement
and other materials filed by the Company with the SEC.
Stockholders will be able to obtain the proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge at the Company’s website at www.immunomedics.com, by writing
to Immunomedics, Inc. at 300 The American Road, Morris Plains, New
Jersey 07950, or by calling the Company’s proxy solicitor, or by
calling Dr. Chau Cheng, Senior Director, Investor Relations &
Corporate Secretary, (973) 605-8200, extension 123.
Forward-Looking StatementsThis
release, in addition to historical information, may contain
forward-looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995. Such statements, including
statements regarding clinical trials (including the funding
therefor, anticipated patient enrollment, trial outcomes, timing or
associated costs), regulatory applications and related timelines,
out-licensing arrangements (including the timing and amount of
contingent payments), forecasts of future operating results,
potential collaborations, and capital raising activities, involve
significant risks and uncertainties and actual results could differ
materially from those expressed or implied herein. Factors that
could cause such differences include, but are not limited to, the
Company’s dependence on business collaborations or availability of
required financing from capital markets, or other sources on
acceptable terms, if at all, in order to further develop our
products and finance our operations, new product development
(including clinical trials outcome and regulatory
requirements/actions), the risk that we or any of our collaborators
may be unable to secure regulatory approval of and market our drug
candidates, risks associated with the outcome of pending litigation
and competitive risks to marketed products, and the Company’s
ability to repay its outstanding indebtedness, if and when
required, as well as the risks discussed in the Company’s filings
with the Securities and Exchange Commission. The Company is
not under any obligation, and the Company expressly disclaims any
obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or
otherwise.
For More Information:
Dr. Chau Cheng
Senior Director, Investor Relations & Corporate Secretary
(973) 605-8200, extension 123
ccheng@immunomedics.com
Media
Dan Katcher / Ed Trissel / Nick Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Investors
Dan Burch/Bob Marese
MacKenzie Partners, Inc.
(212) 929-5500
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