13D Filing: VenBio Select Advisor and Immunomedics Inc (IMMU)

On May 4, 2017, the Investment Manager, on behalf of certain of
the Accounts and the Fund, entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with the Issuer, pursuant to which the Issuer agreed to issue and sell to a certain Account and the Fund an aggregate of 184,00
shares (the “Preferred Shares”) of the Issuer’s newly-designated Series A-1 Convertible Preferred
Stock, par value $0.01 per share (the “Series A-1 Convertible Preferred Stock”), at a price of $125 per share.
Each Preferred Share will automatically convert into 23.10536 shares of Common Stock upon the approval by the Issuer’s stockholders
of an amendment to the Issuer’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares
of common stock to enable full conversion of the Series A-1 Preferred Stock (the “Charter Amendment”). The foregoing
summary of the Securities Purchase Agreement is qualified in its entirety by the full text of the Securities Purchase Agreement,
which the Reporting Persons anticipate will be filed by the Issuer on a Current Report on Form 8-K with the SEC on or around May
10, 2017, and which is referenced as Exhibit 2 hereto.

In addition, as further disclosed in the Issuer’s Current
Report on Form 8-K, filed with the SEC on May 5, 2017, the Reporting Persons have resolved certain claims and have entered into
discussions to resolve the remaining legal actions involving the Reporting Persons and parties related to the Issuer.