Page 4 of 7 – SEC Filing
This Amendment No. 4 (“Amendment No. 4”) amends
the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November
16, 2016, as previously amended by Amendment No. 1 filed with the SEC on February 15, 2017, Amendment No. 2 filed with the SEC
on March 17, 2017 and Amendment No. 3 filed with the SEC on May 9, 2017 (as amended, the “Schedule 13D”) with
respect to the shares of common stock, $0.01 par value per share (the “Common Stock”), of Immunomedics, Inc.,
a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment
No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 amends Items 3, 5(a), (b) and (c) and 6 as set forth
below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
| The 16,939,461 shares of Common Stock reported herein (including call options to purchase 875,000 shares of Common Stock) are held on behalf of accounts managed by the Investment Manager (“Accounts”) and by venBio Select Fund LLC, a Delaware limited liability company (the “Fund”) and were acquired by the Investment Manager for an aggregate purchase price of approximately $71,631,072.97 including brokerage commissions, using the cash reserves of the Fund and Accounts. Of the $71,631,072.97 aggregate purchase price, $2,653,114 was used to purchase the call options reported herein and $23,000,000 was used to purchase the Series A-1 Convertible Preferred Stock which converted into 4,251,385 shares of Common Stock. | |
| The director stock options to purchase 22,500 shares of Common Stock held by Dr. Agahazadeh were issued in consideration for his services as a director. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows: | |
| (a) | The aggregate number of shares of Common Stock to which this Schedule 13D relates is 16,961,961 (including options to purchase 875,000 shares of Common Stock and director stock options to purchase 22,500 shares of Common Stock), constituting approximately 11.16% of the outstanding Common Stock. The percentages used in this Schedule 13D are calculated based upon 152,020,576 shares of Common Stock outstanding as of November 6, 2017, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex A hereto and is incorporated by reference herein. |
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