UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17999

ImmunoGen, Inc.

Massachusetts		04-2726691
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

830 Winter Street, Waltham, MA 02451

(Address of principal executive offices, including zip code)

(781) 895-0600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

	Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
	Common Stock, $.01 par value		IMGN		Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.

Large accelerated filer ⌧	Accelerated filer ◻
Non-accelerated filer ◻	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ⌧ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Shares of common stock, par value $.01 per share: ~~201,625,336~~ 220,536,032shares outstanding as of ~~July 27, 2021.~~May 2, 2022.

Table of Contents

IMMUNOGEN, INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS



Item		Page Number		Page Number
	Part I		Part I
	Financial Information		Financial Information
1.	Financial Statements (Unaudited)	2	Financial Statements (Unaudited)	2

1a.	Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	2	Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	2

1b.	Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2021 and 2020	3	Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 and 2021	3

1c.	Consolidated Statements of Shareholders’ Equity (Deficit) for the three months ended March 31 and June 30, 2021 and the three months ended March 31, June 30, September 30, and December 31, 2020	4	Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2022 and the three months ended March 31, June 30, September 30, and December 31, 2021	4

1d.	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	5	Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	5

1e.	Notes to Consolidated Financial Statements	6	Notes to Consolidated Financial Statements	6

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

3.	Quantitative and Qualitative Disclosures about Market Risk	21	Quantitative and Qualitative Disclosures about Market Risk	23

4.	Controls and Procedures	21	Controls and Procedures	23

	Part II		Part II
	Other Information		Other Information
1A.	Risk Factors	21	Risk Factors	23

6.	Exhibits	22	Exhibits	25

	Signatures	23	Signatures	26

Forward-looking statements

This ~~report~~Form 10-Q includes forward-looking statements. Forward-looking statements ~~within the meaning~~are neither historical facts nor assurances of ~~the Private Securities Litigation Reform Act of 1995. These~~future performance. Instead, these forward-looking statements relate to analyses and other information ~~which~~that are based on beliefs, expectations, assumptions, and forecasts of future results and estimates of amounts that are not yet determinable.

These statements also relate to our prospects, future ~~prospects,~~ developments, product candidates, and business strategies.

These forward-looking statements are identified by their use of terms and phrases, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and other similar terms and phrases, including references to assumptions. These statements are contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections, as well as the notes to our financial statements andother sections of this report.

~~These~~We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and investors should not place undue reliance on our forward-looking statements. Additionally, these forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from those contemplated by our forward-looking statements. These known and unknown risks, uncertainties, and other factors are described in detail in the “Risk Factors” section and in other sections of this report and our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the Securities and Exchange Commission (SEC) on ~~March 1, 2021,~~February 28, 2022, as updated and/or supplemented in subsequent filings with the SEC. Except as required by law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Table of Contents

ITEM 1. Financial Statements

IMMUNOGEN, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

In thousands, except per share amounts


	June 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
ASSETS
Cash and cash equivalents	$	239,538	$	293,856	$	437,661	$	478,750
Accounts receivable		7		35		1,190		4,467
Unbilled receivables		4,227		11
Unbilled receivable						3,643		2,345
Contract assets						3,000		3,000
Non-cash royalty receivable		16,121		22,451		2,417		4,115
Prepaid and other current assets		14,504		7,901		8,807		7,322
Total current assets		274,397		324,254		456,718		499,999
Property and equipment, net of accumulated depreciation		4,957		5,760		4,431		4,663
Operating lease right-of-use assets		13,206		14,072		11,888		12,392
Other assets		8,886		10,986		8,672		8,711
Total assets	$	301,446	$	355,072	$	481,709	$	525,765
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	11,631	$	9,538	$	16,060	$	18,434
Accrued compensation		3,599		4,620		3,408		5,469
Other accrued liabilities		29,185		29,320		28,730		23,077
Convertible 4.5% senior notes, net of deferred financing costs of $0 and $7, respectively		1,100		2,093
Current portion of liability related to the sale of future royalties, net of deferred financing costs of $231 and $319, respectively		17,816		44,357
Current portion of liability related to the sale of future royalties, net of deferred financing costs of $199 and $198, respectively						8,741		6,077
Current portion of operating lease liability		3,196		3,146		3,762		3,537
Current portion of deferred revenue		53,792		29,249		23,417		44,351
Total current liabilities		120,319		122,323		84,118		100,945
Deferred revenue, net of current portion		55,480		80,860		46,694		47,717
Operating lease liability, net of current portion		16,974		18,651		14,263		15,244
Liability related to the sale of future royalties, net of current portion and deferred financing costs of $473 and $584, respectively		37,766		41,082
Liability related to the sale of future royalties, net of current portion and deferred financing costs of $323 and $381, respectively						29,490		34,967
Other long-term liabilities		2,442		2,586		676		1,306
Total liabilities		232,981		265,502		175,241		200,179
Commitments and contingencies (Note I)
Commitments and contingencies (Note H)
Shareholders’ equity:
Preferred stock, $.01 par value; authorized 5,000 shares; 0 shares issued and outstanding as of each of June 30, 2021 and December 31, 2020		—		—
Common stock, $.01 par value; authorized 300,000 shares; issued and outstanding 200,255 and 194,998 shares as of June 30, 2021 and December 31, 2020, respectively		2,003		1,950
Preferred stock, $.01 par value; authorized 5,000 shares; 0 shares issued and outstanding as of each of March 31, 2022 and December 31, 2021						—		—
Common stock, $.01 par value; authorized 300,000 shares; 220,536 and 220,361 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						2,205		2,204
Additional paid-in capital		1,463,094		1,419,460		1,799,551		1,794,525
Accumulated deficit		(1,396,632)		(1,331,840)		(1,495,288)		(1,471,143)
Total shareholders’ equity		68,465		89,570		306,468		325,586
Total liabilities and shareholders’ equity	$	301,446	$	355,072	$	481,709	$	525,765

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

IMMUNOGEN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

In thousands, except per share amounts



	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2021		2020		2021		2020		2022		2021
Revenues:
License and milestone fees									$	30,892	$	157
Non-cash royalty revenue related to the sale of future royalties	$	16,690	$	14,075	$	32,235	$	27,072		6,428		15,545
License and milestone fees		252		945		409		1,228
Research and development support		6		5		10		12		758		4
Total revenues		16,948		15,025		32,654		28,312		38,078		15,706
Operating expenses:
Research and development		34,589		22,921		69,002		50,329		44,282		34,413
General and administrative		9,728		9,767		19,937		18,631
Restructuring charges		—		699		—		1,524
Selling, general and administrative										16,648		10,209
Total operating expenses		44,317		33,387		88,939		70,484		60,930		44,622
Loss from operations		(27,369)		(18,362)		(56,285)		(42,172)		(22,852)		(28,916)
Investment income, net		11		62		24		708		54		13
Non-cash interest expense on liability related to the sale of future royalties and convertible senior notes		(3,557)		(6,081)		(8,201)		(11,783)		(1,249)		(4,644)
Interest expense on convertible senior notes		(23)		(23)		(47)		(47)		—		(24)
Other income (expense), net		197		106		(283)		(92)
Other expense, net										(98)		(480)
Net loss	$	(30,741)	$	(24,298)	$	(64,792)	$	(53,386)	$	(24,145)	$	(34,051)
Basic and diluted net loss per common share	$	(0.15)	$	(0.14)	$	(0.32)	$	(0.31)	$	(0.10)	$	(0.17)
Basic and diluted weighted average common shares outstanding		199,890		174,354		199,365		171,055
Basic and diluted weighted-average common shares outstanding										253,263		198,835
Total comprehensive loss	$	(30,741)	$	(24,298)	$	(64,792)	$	(53,386)	$	(24,145)	$	(34,051)

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

IMMUNOGEN, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ~~(DEFICIT)~~

(UNAUDITED)

In thousands


				Additional				Total					Additional				Total
	Common Stock			Paid-In		Accumulated		Shareholders’		Common Stock			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)		Shares	Amount		Capital		Deficit		Equity
Balance at December 31, 2019	150,136	$	1,501	$	1,209,846	$	(1,287,468)	$	(76,121)
Net loss	—		—		—		(29,088)		(29,088)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	86		1		239		—		240
Issuance of common stock, net of issuance costs	24,524		245		97,499		—		97,744
Restricted stock units vested	2		—		—		—		—
Restricted stock award forfeitures	(487)		(4)		4		—		—
Stock option and restricted stock compensation expense	—		—		3,122		—		3,122
Balance at March 31, 2020	174,261	$	1,743	$	1,310,710	$	(1,316,556)	$	(4,103)
Net loss	—		—		—		(24,298)		(24,298)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	122		1		424		—		425
Adjustment of issuance costs	—		—		(1)		—		(1)
Restricted stock units vested	157		1		(1)		—		—
Stock option and restricted stock compensation expense	—		—		3,409		—		3,409
Directors’ deferred share unit compensation	—		—		45		—		45
Balance at June 30, 2020	174,540	$	1,745	$	1,314,586	$	(1,340,854)	$	(24,523)
Net loss	—		—		—		(22,374)		(22,374)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	45		1		127		—		128
Stock option and restricted stock compensation expense	—		—		3,729		—		3,729
Directors’ deferred share unit compensation	—		—		149		—		149
Balance at September 30, 2020	174,585	$	1,746	$	1,318,591	$	(1,363,228)	$	(42,891)
Net loss	—		—		—		31,388		31,388
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	205		2		676		—		678
Issuance of common stock, net of issuance costs	19,972		200		96,328		—		96,528
Restricted stock units vested	236		2		(2)		—		—
Stock option and restricted stock compensation expense	—		—		3,718		—		3,718
Directors’ deferred share unit compensation	—		—		149		—		149
Balance at December 31, 2020	194,998	$	1,950	$	1,419,460	$	(1,331,840)	$	89,570	194,998	$	1,950	$	1,419,460	$	(1,331,840)	$	89,570
Net loss	—		—		—		(34,051)		(34,051)							(34,051)		(34,051)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	397		4		1,282		—		1,286	397		4		1,282		—		1,286
Issuance of common stock, net of issuance costs	4,544		45		33,447		—		33,492	4,544		45		33,447		—		33,492
Restricted stock units vested	2		—		—		—		—	2		—		—		—		—
Stock option and restricted stock compensation expense	—		—		3,674		—		3,674	—		—		3,674		—		3,674
Directors’ deferred share unit compensation	—		—		149		—		149	—		—		149		—		149
Balance at March 31, 2021	199,941		1,999		1,458,012		(1,365,891)		94,120	199,941	$	1,999	$	1,458,012	$	(1,365,891)	$	94,120
Net loss	—		—		—		(30,741)		(30,741)	—		—		—		(30,741)		(30,741)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	75		1		377		—		378	75		1		377		—		378
Conversion of convertible senior notes	239		3		997		—		1,000	239		3		997		—		1,000
Common stock issuance costs	—		—		(34)				(34)	—		—		(34)				(34)
Stock option and restricted stock compensation expense	—		—		3,598		—		3,598	—		—		3,598		—		3,598
Directors’ deferred share unit compensation	—		—		144		—		144	—		—		144		—		144
Balance at June 30, 2021	200,255		2,003		1,463,094		(1,396,632)		68,465	200,255	$	2,003	$	1,463,094	$	(1,396,632)	$	68,465
Net loss										—		—		—		(37,339)		(37,339)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan										95		1		367		—		368
Issuance of common stock, net of issuance costs										2,150		21		12,336		—		12,357
Issuance of pre-funded warrant, net of issuance costs										—		—		29,765		—		29,765
Restricted stock award forfeitures										(57)		(1)		1		—		—
Common stock issuance costs										—		—		—		—		—
Stock option and restricted stock compensation expense										—		—		3,298		—		3,298
Directors’ deferred share unit compensation										—		—		179		—		179
Balance at September 30, 2021										202,443	$	2,024	$	1,509,040	$	(1,433,971)	$	77,093
Net loss										—		—		—		(37,172)		(37,172)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan										431		4		1,733		—		1,737
Issuance of common stock, net of issuance costs										17,487		176		108,039		—		108,215
Issuance of pre-funded warrant, net of issuance costs										—		—		169,280		—		169,280
Stock option and restricted stock compensation expense										—		—		6,224		—		6,224
Directors’ deferred share unit compensation										—		—		209		—		209
Balance at December 31, 2021										220,361	$	2,204	$	1,794,525	$	(1,471,143)	$	325,586
Net loss										—		—		—		(24,145)		(24,145)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan										173		1		619		—		620
Restricted stock units vested										2		—		—		—		—
Stock option and restricted stock compensation expense										—		—		4,196		—		4,196
Directors’ deferred share unit compensation										—		—		211		—		211
Balance at March 31, 2022										220,536	$	2,205	$	1,799,551	$	(1,495,288)	$	306,468

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

IMMUNOGEN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

In thousands




	Six Months Ended				Three Months Ended
	June 30,				March 31,
	2021		2020		2022		2021

Cash flows from operating activities:
Net loss	$	(64,792)	$	(53,386)	$	(24,145)	$	(34,051)
Adjustments to reconcile net loss to net cash used for operating activities:
Non-cash royalty revenue related to sale of future royalties		(31,721)		(27,072)		(2,364)		(15,545)
Non-cash interest expense on liability related to sale of future royalties and convertible senior notes		8,201		11,783		1,249		4,644
Depreciation and amortization		1,093		1,045		473		551
Gain on sale/disposal of fixed assets and impairment charges		—		(691)
Stock and deferred share unit compensation		7,565		6,576		4,407		3,823
Change in operating assets and liabilities:
Accounts receivable		28		7,187		3,277		(58)
Unbilled receivable		(4,216)		996		(1,298)		(5,394)
Contract asset		—		2,589
Prepaid and other current assets		(6,603)		(1,001)		(1,485)		(7,520)
Operating lease right-of-use assets		866		723		504		424
Other assets		2,100		(3,807)		39		3,661
Accounts payable		2,482		2,161		(2,308)		3,802
Accrued compensation		(893)		(4,191)		(2,061)		(1,571)
Other accrued liabilities		(146)		2,832		5,023		3,487
Deferred revenue		(837)		(817)		(21,957)		(72)
Operating lease liability		(1,627)		(1,435)		(756)		(802)
Net cash used for operating activities		(88,500)		(56,508)		(41,402)		(44,621)
Cash flows from investing activities:
Purchases of property and equipment		(940)		(44)		(307)		(893)
Proceeds from sale of equipment		—		1,426
Net cash (used for) provided by investing activities		(940)		1,382
Net cash used for investing activities						(307)		(893)
Cash flows from financing activities:
Proceeds from issuance of common stock under stock plans		1,664		664		620		1,286
Proceeds from common stock issuance, net of $106 and $230 of transaction costs, respectively		33,458		97,743
Proceeds from common stock issuance, net of $70 of transaction costs						—		33,492
Net cash provided by financing activities		35,122		98,407		620		34,778
Net change in cash and cash equivalents		(54,318)		43,281		(41,089)		(10,736)
Cash and cash equivalents, beginning of period		293,856		176,225		478,750		293,856
Cash and cash equivalents, end of period	$	239,538	$	219,506	$	437,661	$	283,120

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

IMMUNOGEN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2021~~March 31, 2022

A.	Nature of Business and Plan of Operations

ImmunoGen, Inc. (the Company) was incorporated in Massachusetts in 1981 and is focused on the development and commercialization of antibody-drug conjugates (ADCs). for the treatment of cancer. The Company has generally incurred operating losses and negative cash flows from operations since inception, incurred a net loss of ~~$64.8~~$24.1 million during the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, and has an accumulated deficit of approximately ~~$1.4~~$1.5 billion as of ~~June 30, 2021.~~March 31, 2022. The Company has primarily funded these losses through payments received from its collaborations and equity, convertible debt, and other financings. To date, the Company has had 0 ~~product revenue~~revenues from commercial sales of its own products and management expects to continue to incur substantial operating losses for at least the near term as the Company incurs significant operating expenses related to research and development and potential commercialization of its ~~portfolio over the next several years.~~portfolio.

As of ~~June 30, 2021,~~March 31, 2022, the Company had ~~$239.5~~$437.7 million of cash and cash equivalents on hand. The Company anticipates that its current capital resources will enable it to meet its operational expenses and capital expenditures for more than twelve months after the date these financial statements were issued. The Company may raise additional funds through equity, debt, or other financings, or generate revenues from collaborators through a combination of upfront license payments, milestone payments, royalty payments, and research funding. There can be no assurance, however, that the Company will be able to obtain additional equity, debt, or other financing or generate revenues from collaborators on terms acceptable to the Company or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition and require the Company to defer or limit some or all of its research, development, and/or clinical projects.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, the development by its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, manufacturing and marketing limitations, complexities associated with managing collaboration arrangements, third-party reimbursements, and compliance with governmental regulations.

B.	Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiaries, ImmunoGen Securities Corp., ImmunoGen Europe Limited, ImmunoGen BioPharma (Ireland) Limited, and Hurricane, LLC.~~subsidiaries. All intercompany transactions and balances have been eliminated. The consolidated financial statements include all of the adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of the Company’s financial position in accordance with accounting principles generally accepted in the U.S. for interim financial information. The December 31, ~~2020~~2021 consolidated balance sheet presented for comparative purposes was derived from the Company’s audited financial statements, and certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The preparation of interim financial statements requires the use of management’s estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenditures during the reported periods. The results of the interim periods are not necessarily indicative of the results for the entire year. Accordingly, the interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the SEC on ~~March 1, 2021.~~February 28, 2022.

Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are consistent with those discussed in Note B.B to the consolidated financial statements included in the Company’s ~~2020~~ Annual Report on Form 10-K ~~except as described under~~ ~~Recently Adopted Accounting Pronouncements~~ ~~below.~~for the year ended December 31, 2021.

Table of Contents

~~Subsequent Events~~

~~The Company has evaluated all events or transactions that occurred after June 30, 2021, up through the date the Company issued these financial statements. Pursuant to an Open Market Sale Agreement~~^SM under which the Company may issue and sell shares of its common stock for an aggregate sales price of up to $150.0 million, subsequent to June 30, 2021 and through the date the Company issued these financial statements, the Company has sold 1,891,030 shares of its common stock, generating net proceeds of approximately $11.0 million after deducting offering commissions and expenses. The Company did not have any other material recognized or unrecognized subsequent events during this period.

Revenue Recognition

Transaction Price Allocated to Future Performance Obligations

Deferred revenue under ASC 606, Revenue from Contracts with Customers, represents the portion of the transaction price received under various contracts ~~for which the associated~~attributed to performance ~~obligation has~~obligations that have not been satisfied (or ~~has~~have been partially ~~satisfied)~~performed) and includes unexercised contract options that are considered material rights. As of ~~June 30, 2021,~~March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations comprising deferred revenue was ~~$109.3~~$70.1 million. The Company expects to recognize revenue on approximately ~~49%~~33%, ~~38%~~55%, and ~~13%~~12% of the remaining performance obligations over the next 12 months, 13 to 60 months, and 61 to 120 months, respectively; however, it does not control when or if any collaborator will terminate existing development and commercialization licenses.

Contract Balances from Contracts with Customers

The following tables present changes in the Company’s contract assets and contract liabilities during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):


	Balance at								Balance at		Balance at								Balance at
Six months ended June 30, 2021	December 31, 2020		Additions		Deductions		Impact of Netting		June 30, 2021
											December 31, 2021		Additions		Deductions		Impact of Netting		March 31, 2022
Contract asset	$	—	$	—	$	—	$	—	$	—	$	3,000	$	—	$	—	$	—	$	3,000
Contract liabilities (deferred revenue)	$	110,109	$	—	$	(837)	$	—	$	109,272	$	92,068	$	3,803	$	(25,760)	$	—	$	70,111



	Balance at								Balance at		Balance at								Balance at
Six months ended June 30, 2020	December 31, 2019		Additions		Deductions		Impact of Netting		June 30, 2020
											December 31, 2020		Additions		Deductions		Impact of Netting		March 31, 2021
Contract asset	$	3,631	$	0	$	(3,000)	$	411	$	1,042	$	—	$	0	$	—	$	—	$	—
Contract liabilities (deferred revenue)	$	127,432	$	—	$	(1,228)	$	411	$	126,615	$	110,109	$	—	$	(72)	$	—	$	110,037

The Company recognized the following revenues as a result of changes in contract asset and contract liability balances in the respective periods (in thousands):


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2021		2020		2021		2020		2022		2021
Revenue recognized in the period from:
Amounts included in contract liabilities at the beginning of the period	$	765	$	945	$	837	$	1,228	$	25,760	$	72

~~During~~Pursuant to the ~~six~~Company’s license agreement with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd. (Huadong), upon delivery of clinical materials in the three months ended ~~June 30, 2021,~~March 31, 2022, the Company ~~recorded $0.2 million~~recognized as license and milestone fee revenue ~~for delivery of certain materials to Viridian Therapeutics that had been previously deferred, and $0.1~~$21.6 million of ~~amortization of~~the $28.5 million remaining deferred revenue balance as of December 31, 2021 related to ~~numerous collaborators’ rights~~the $45.0 million of upfront and development milestone payments previously received. Additionally, pursuant to ~~technological improvements. Additionally,~~a license agreement executed with Eli Lilly and Company (Lilly), during the three months ended March 31, 2022, the Company ~~recorded $0.5~~received an upfront payment of $13.0 million, of which $9.2 million was recognized as license and milestone fee revenue and the remainder deferred, further details of which can be found in Note C, “Agreements.” The Company also recognized $4.1 million of previously deferred non-cash royalty revenue related to the sale of rights to ~~Kadcyla~~ KADCYLA^®royalties, further details of which can be found in Note E, “Liability Related to Sale of Future ~~Royalties.~~Royalties,”

~~During the six months ended June 30, 2020, the Company recorded $0.2~~ and recognized $0.1 million asof license and milestone fee revenue ~~for delivery of certain materials to CytomX that had been previously deferred, and $1.0 million of amortization~~ related to numerous collaborators’ rights to technological improvements ~~which includes $0.9~~that had been previously deferred.

During the three months ended March 31, 2021, the Company recognized $0.1 million of license and milestone fee revenue related to ~~the~~numerous collaborators’ rights to technological improvements that had been previously deferred.

Table of Contents

termination of a license agreement with Takeda. Additionally, a contract asset of $2.7 million, net of a related $0.3 million contract liability, was recorded for a probable milestone in 2019 pursuant to a license agreement with CytomX, which was subsequently achieved and paid during the six months ended June 30, 2020.

The timing of revenue recognition, billings, and cash collections results in billed receivables, unbilled receivables, contract assets, and contract liabilities on the consolidated balance sheets. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded (under the caption deferred revenue). Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

Financial Instruments and Concentration of Credit Risk

Cash and cash equivalents are primarily maintained with 3 financial institutions in the U.S. Deposits with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company’s cash equivalents consist of money market funds with underlying investments primarily being U.S. Government-issued securities and high quality, short-term commercial paper. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and marketable securities. The Company held 0 marketable securities as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Company’s investment policy, approved by the Board of Directors, limits the amount it may invest in any one type of investment, thereby reducing credit risk concentrations.

Cash and Cash Equivalents

~~All~~The Company considers all highly liquid financial instruments with maturities of three months or less when purchased ~~are considered~~to be cash equivalents. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company held ~~$239.5~~$437.7 million and ~~$293.9~~$478.8 million, respectively, in cash and money market funds, which were classified as cash and cash equivalents.

Non-cash Investing and Financing Activities

During the six months ended June 30, 2021, $1.0 million of convertible 4.5% senior notes outstanding was converted to 238,777 shares of the Company’s common stock. There was no similar activity during the six months ended June 30, 2020.

The Company had ~~$0.7~~$0.1 million and $0.2 million of accrued capital expenditures as of March 31, 2022 and December 31, ~~2020,~~2021, respectively, which ~~were subsequently paid during~~have been treated as a non-cash investing activity and, accordingly, are not reflected in the ~~six months ended June 30, 2021. The Company had 0 accrued capital expenditures as~~consolidated statement of ~~June 30, 2021.~~cash flows.

Fair Value of Financial Instruments

Fair value is defined under ASC 820, Fair Value Measurements and Disclosures, as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a hierarchy to measure fair value, which is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

●

Level 1 - Quoted prices in active markets for identical assets or liabilities.

●

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Table of Contents

As of ~~June 30,~~March 31, 2022 and December 31, 2021, the Company held certain assets that are required to be measured at fair value on a recurring basis. The ~~following table represents the fair value hierarchy for the Company’s financial assets measured at fair value on a recurring basis as of June 30, 2021 (in thousands):~~

Fair Value Measurements at June 30, 2021

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs


Total

(Level 1)

(Level 2)

(Level 3)
Cash equivalents

$
222,150

$
222,150

$
0

$
0

As of December 31, 2020, the Company held certain assets that are required to be measured at fair value on a recurring basis. The following table represents the fair value hierarchy for the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2020 (in thousands):

Fair Value Measurements at December 31, 2020

Quoted Prices in

Significant

Active Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs


Total

(Level 1)

(Level 2)

(Level 3)
Cash equivalents

$
194,525

$
194,525

$
0

$
0

~~The~~ fair value of the Company’s cash equivalents is based on quoted prices from active ~~markets.~~

markets (Level 1 inputs). The carrying amounts reflected in the consolidated balance sheets for accounts receivable, unbilled ~~revenue,~~receivables, prepaid and other current assets, accounts payable, accrued compensation, and other accrued liabilities approximate fair value due to their short-term nature. ~~The~~

As of March 31, 2021, the Company had outstanding convertible 4.5% senior notes (convertible notes) with a gross carrying amount and estimated fair value of ~~the convertible 4.5% senior notes was $1.1 million and $2.3 million, respectively, as of June 30, 2021 compared to~~ $2.1 million and ~~$4.3~~$5.4 million, respectively, as of December 31, 2020. In June 2021, $1.0 million of convertible 4.5% senior notes outstanding was converted to 238,777 shares of the Company’s common stock, with the remaining $1.1 million of convertible 4.5% senior notes paid in cash upon maturity on July 1, 2021.respectively. The fair value of the convertible notes was influenced by interest rates, the Company’s stock price and stock price volatility, and by prices observed in trading activity for the convertible notes. ~~However, because~~Because there were 0 trades involving the convertible notes since September 2019, however, the fair value as of ~~June 30,~~March 31, 2021 ~~and December 31, 2020~~ used Level 3 inputs. In June 2021, $1.0 million of outstanding convertible 4.5% senior notes converted into 238,777 shares of the Company’s common stock, par value $0.01 per share (common stock), with the remaining $1.1 million of convertible 4.5% senior notes paid in cash upon maturity on July 1, 2021.

Common Stock Warrants

The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and remeasured each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss in the accompanying consolidated statements of operations and comprehensive loss.

Computation of Net Loss per Common Share

Basic and diluted net loss per share is calculated based upon the weighted average number of shares of common ~~shares~~stock outstanding during the period. Shares of the Company’s common stock underlying pre-funded warrants are included in the calculation of basic and diluted earnings per share. During periods of income, participating securities are allocated a proportional share of income determined by dividing total ~~weighted average~~weighted-average participating securities by the sum of the total weighted average common shares and participating securities (the two-class method). Shares of the Company’s restricted stock participate in any dividends that may be declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, no loss is allocated to participating securities since they have no contractual obligation to share in the losses of the Company. Diluted loss per share is computed after giving consideration to the dilutive effect of stock options, convertible notes, and restricted stock that are outstanding during the period, except where such non-participating securities would be anti-dilutive.

Table of Contents

The Company’s common stock equivalents, as calculated in accordance with the treasury-stock method for options and unvested restricted stock, and the if-converted method for the convertible notes, are shown in the following table (in thousands):


	Three Months Ended		Six Months Ended		Three Months Ended
	June 30,		June 30,		March 31,
	2021	2020	2021	2020	2022	2021
Options outstanding to purchase common stock, shares issuable under the employee stock purchase plan, and unvested restricted stock/units at end of period	21,681	19,065	21,682	19,065	27,012	21,320
Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock	2,772	982	3,138	1,204
Common stock equivalents under treasury stock method for options, shares issuable under the employee stock purchase plan, and unvested restricted stock/units					1,981	3,553
Shares issuable upon conversion of convertible notes at end of period	-	501	-	501	-	501
Common stock equivalents under if-converted method for convertible notes	-	501	-	501	-	501

The Company’s common stock equivalents have not been included in the net loss per share calculation because their effect is anti-dilutive due to the Company’s net loss position.

Stock-Based Compensation

As of ~~June 30, 2021,~~March 31, 2022, the Company was authorized to grant future awards under 3 employee share-based compensation plans, which are the ImmunoGen, Inc. Amended and Restated 2018 Employee, Director and Consultant Equity Incentive Plan (the 2018 Plan), the Employee Stock Purchase Plan (the ESPP), and the ImmunoGen Inducement Equity Incentive Plan (the Inducement Plan). At the annual meeting of shareholders on June 16, 2021, the 2018 Plan was amended to provide for the issuance of stock grants, the grant of options, and the grant of stock-based awards for up to an additional 6,600,000 shares of the Company’s common stock, as well as up to 22,392,986 shares of common stock, which represent the number of shares of common stock remaining under the 2018 Plan as of March 31, 2021, and awards previously granted under the 2018 Plan and the Company’s former stock-based plans, including the ImmunoGen, Inc. 2016 and 2006 Employee, Director and Consultant Equity Incentive Plans, that forfeit, expire, or cancel without delivery of shares of common stock or which resulted in the forfeiture of shares of common stock back to the Company subsequent to March 31, 2021. The Inducement Plan was approved by the Board of Directors in December 2019, and pursuant to subsequent amendments, provides for the issuance of non-qualified option grants for up to ~~3,500,000~~7,000,000 shares of the Company’s common ~~stock as of June 30, 2021.~~stock. Options awarded under the 2 plans are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Options vest at various periods of up to four years and may be exercised within ten years of the date of grant under each of these plans.

The stock-based awards are accounted for under ASC 718, “Compensation—Stock Compensation.” Pursuant to ASC 718, the estimated grant date fair value of awards is charged to the statement of operations over the requisite service period, which is the vesting period. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the ~~weighted average~~weighted-average assumptions noted in the following table. As the Company has not paid dividends since inception, nor does it expect to pay any dividends for the foreseeable future, the expected dividend yield assumption is 0. Expected volatility is based exclusively on historical volatility of the Company’s stock. The expected term of stock options granted is based exclusively on historical data and represents the period of time that stock options granted are expected to be outstanding. The expected term is calculated for and applied to one group of stock options as the Company does not expect substantially different exercise or post-vesting termination behavior among its option recipients. The risk-free rate of the stock options is based on the U.S. Treasury rate in effect at the time of grant for the expected term of the stock options.



	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended March 31,
	2021	2020	2021	2020	2022	2021
Dividend	NaN	NaN	NaN	NaN	NaN	NaN
Volatility	84.7%	88.0%	85.3%	84.7%	83.0%	85.4%
Risk-free interest rate	1.01%	0.41%	0.67%	1.30%	1.81%	0.62%
Expected life (years)	6.0	6.0	6.0	6.0	6.0	6.0

Using the Black-Scholes option-pricing model, the weighted-average grant date fair values of options granted during the three months ended March 31, 2022 and 2021 were $3.78 and $5.47 per share, respectively.

Table of Contents

Using the Black-Scholes option-pricing model, the weighted average grant date fair values of options granted during the three months ended June 30, 2021 and 2020 were $4.92 and $3.39 per share, respectively, and $5.40 and $3.26 for options granted during the six months ended June 30, 2021 and 2020, respectively.

A summary of option activity under the Company’s equity plans for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 is presented below (in thousands, except weighted-average data):


		Weighted-			Weighted-
	Number	Average		Number	Average
	of Stock	Exercise		of Stock	Exercise
	Options	Price		Options	Price
Outstanding at December 31, 2020	18,398	$	6.10
Outstanding at December 31, 2021				21,219	$	6.28
Granted	4,202		7.60	5,957		5.34
Exercised	(408)		3.22	(173)		3.59
Forfeited/Canceled	(570)		8.98	(66)		10.51
Outstanding at June 30, 2021	21,622		6.37
Outstanding at March 31, 2022				26,937	$	6.08

In September 2018, the Company granted 295,200 performance-based stock options to certain employees that will vest in 2 equal installments upon the achievement of specified performance goals. At June 30, 2021, 128,700 of these options were still outstanding. In 2020, the Company issued 2.6 million ~~additional~~ performance-based stock options to certain employees, all of which ~~remain~~remained outstanding as of ~~June 30, 2021,~~March 31, 2022, that will vest upon the achievement of specified performance goals. ~~The~~In October 2021, upon approval by the Compensation Committee of the Company’s Board of Directors, certain terms of the performance-based stock option award agreements were modified. Pursuant to ASC 718, the Company determined ~~it is not currently~~the modification to be a Type IV (improbable-to-improbable) modification and revalued the modified awards as of the modification date. Upon assessment of the performance-based stock option awards as of December 31, 2021, the Company determined the first performance goal to be probable ~~that any~~ of ~~these performance goals will be achieved~~vesting and, ~~therefore, 0~~as such, recorded $2.6 million of stock-based compensation expense ~~has been recorded to date.~~for the year ended December 31, 2021. The modification date fair value of the performance-based stock options that could be expensed in future periods is ~~$9.4~~$7.8 million.

A summary of ~~restricted stock and~~ restricted stock unit activity under the Company’s equity plans for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 is presented below (in thousands, except weighted-average data):


	Number of	Weighted-		Number of	Weighted-
	Restricted	Average Grant		Restricted	Average Grant
	Stock Shares	Date Fair Value		Stock Shares	Date Fair Value
Unvested at December 31, 2020	61	$	2.47
Unvested at December 31, 2021				77	$	5.59
Granted				-		-
Vested	(2)		2.53	(2)		2.53
Unvested at June 30, 2021	59	$	2.47
Unvested at March 31, 2022				75	$	5.68

In 2016, 2017, and 2019, the Company granted shares of performance-based restricted common stock to certain employees of the Company. All but 57,400 of these shares have since been forfeited. The restrictions on these shares will lapse in 3 equal installments upon the achievement of specified performance goals. The Company determined it is not currently probable that these performance goals will be achieved and, therefore, 0 expense has been recorded to date. The fair value of the performance-based shares that could be expensed in future periods is $0.1 million.

In June 2018, the Company's Board of Directors, with shareholder approval, adopted the ~~ESPP.~~Employee Stock Purchase Plan (ESPP). Following the automatic share increase on January 1, 2021, pursuant to the ESPP’s “evergreen” provision, an aggregate of 2,000,000 shares of common stock have been reserved for issuance under the ESPP. ~~On June 30, 2021~~ESPP purchase periods are six months and ~~June 30, 2020, approximately 64,000,~~begin on January 1 and ~~78,000 shares, respectively, were issued to participating employees at a fair value~~July 1 of ~~$2.14 and $1.86 per share, respectively.~~each year, with purchase dates occurring on the final business day of the given purchase period. The fair value of each ESPP award is estimated on the first day of the offering period using the Black-Scholes option-pricing model. The Company recognizes share-based compensation expense equal to the fair value of the ESPP awards on a straight-line basis over the offering period.

Stock compensation expense related to stock options and restricted stock unit awards granted under the stock plans and the ESPP was ~~$3.6~~$4.2 million and ~~$7.3~~$3.7 million during the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~respectively, compared to stock compensation expense of $3.4 million and $6.5 million for the three and six months ended June 30, 2020,~~ respectively. As of ~~June 30, 2021,~~March 31, 2022, the estimated fair value of unvested employee awards, exclusive of performance awards, was ~~$32.7~~$46.9 million. The ~~weighted average~~weighted-average remaining vesting period for these awards is approximately three years.

Segment Information

During all periods presented, the Company continued to operate in 1 reportable business segment under the management approach of ASC 280, Segment Reporting, which is the business of the discovery and development of ADCs for the treatment of cancer.

Table of Contents

During ~~each of~~ the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, 17% and 99%, respectively, of revenues were from Roche, consisting primarily of non-cash royalty ~~revenue, compared to 94% and 96% of revenue from Roche in~~revenue. During the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2022, 59% and 24% of revenues were from Huadong and Lilly, respectively. There were 0 other customers of the Company that generated significant revenues in the three ~~or six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Recently Adopted Accounting Pronouncements

~~In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~, which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted the standard on January 1, 2021, and it did not have a material effect on the Company’s consolidated financial statements.

~~No other~~There were no recently issued or effective ASUs that had, or are expected to have, a material effect on the Company's results of operations, financial condition, or liquidity.

C.Agreements

Significant Collaborative Agreements

Lilly

In February 2022, the Company entered into a license agreement with Eli Lilly and Company (Lilly), pursuant to which the Company granted Lilly worldwide exclusive rights to research, develop, and commercialize antibody-drug conjugates based on the Company’s novel camptothecin technology. Under the terms of the license agreement, the Company received a non-refundable upfront payment of $13.0 million, reflecting initial targets selected by Lilly. Lilly may select a pre-specified number of additional targets, with the Company eligible to receive an additional $32.5 million in exercise fees if Lilly licensesthe full number of additional targets over the four year period following the effective date of the license agreement, with the potential for up to $1.7 billion in development and sales-based milestone payments if all targets are selected and all milestones are realized. In addition, the Company is entitled to receive tiered royalties, on a product-by-product basis, as a percentage of worldwide annual net sales by Lilly, based on certain net sales thresholds. Lilly is responsible for all costs associated with the research, development, and commercialization of any ensuing products.

The Company evaluated the agreement and determined it was within the scope of ASC 606. The Company determined the promised goods and services included an exclusive license to use the Company’s intellectual property and know-how to research, develop, and commercialize products related to each of the initial targets selected by Lilly. Each of these licenses is distinct, as Lilly can derive benefit from each license independent of any other initial target licenses. Accordingly, the license to each of the initial targets selected by Lilly represents a separate performance obligation. Lilly has the right to replace each of the initial licensed targets once during a specified term for no additional consideration. If Lilly fails to advance an initial or replacement target to a specified stage within a specified period from the date the target was selected, Lilly’s rights to the respective target will cease and will revert back to the Company. The Company determined Lilly’s right to a replacement target for each of the initial targets represented a material right. Each material right is therefore a separate performance obligation.

Lilly’s right to select additional targets does not represent a material right as the target fee for each additional target is the same and is also consistent with the target fee for each of the initial targets selected by Lilly. Accordingly, each additional target selected by Lilly, if any, will be accounted for as a separate arrangement.

The transaction price was determined to consist of the upfront payment of $13.0 million. Future development milestones have been fully constrained. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Lilly. The transaction price of $13.0 million was allocated to the performance obligations based on their relative stand-alone selling prices. In consideration of each target being at the same stage of development at the time of the initial license or at the time of replacement and each target having approximately the same earnings potential, the Company allocated the $13.0 million transaction price equally across the initial target licenses and the corresponding material rights to obtain licenses to replacement targets, adjusted based on the probability that Lilly would exercise those rights. The Company considered pharmaceutical industry data of the probability of early-stage assets to advance to clinical stage in determining the probability that Lilly would exercise its option to a replacement target. Accordingly, $9.2 million and $3.8 million of the total transaction price was allocated to the initial targets and the material rights to obtain licenses to replacement targets, respectively. The Company re-evaluates the transaction price, including its estimated variable

Table of Contents

consideration included in the transaction price and all constrained amounts, at each reporting period and as uncertain events are resolved or other changes in circumstances occur.

Upon completion of the transfer of intellectual property and know-how to Lilly during the quarter ended March 31, 2022, the Company recognized $9.2 million of license and milestone fee revenue related to the portion of the transaction price allocated to the initial target licenses. The $3.8 million allocated to the material rights to obtain licenses to replacement targets is included in long-term deferred revenue as of March 31, 2022, and will be recognized when the right is either exercised or expires.

Roche

In ~~May~~ 2000, the Company granted Genentech, now a ~~member~~unit of ~~the~~ Roche, ~~Group,~~ an exclusive development and commercialization license to use the Company’s maytansinoid ADC technology. Pursuant to this agreement, Roche developed and received marketing approval for its HER2-targeting ADC, ~~Kadcyla,~~KADCYLA, in the U.S., Japan, the European Union, and numerous other countries. In accordance with the Company’s revenue recognition policy, ~~$32.2~~$6.4 million and ~~$27.1~~$15.5 million of non-cash royalties on net sales of ~~Kadcyla~~KADCYLA were ~~recorded~~recognized and included in non-cash royalty revenue for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Kadcyla sales occurring after January 1, 2015 were covered by a royalty purchase agreement whereby the associated cash, except for a residual tail, was initially remitted to Immunity Royalty Holdings, L.P. (IRH). In January 2019, theThe Company sold its ~~residual tail~~rights to receive royalty payments on the net sales of KADCYLA through two separate transactions in 2015 and 2019. Following the 2019 transaction, OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada, ~~for~~is entitled to receive all of these royalties.

Huadong

In October 2020, the Company entered into a ~~net~~collaboration and license agreement with Huadong. The collaboration and license agreement grants Huadong an exclusive, royalty-bearing, and sublicensable right to develop and commercialize mirvetuximab soravtansine (the Licensed Product) in the People’s Republic of China, Hong Kong, Macau, and Taiwan (collectively, Greater China). The Company retains exclusive rights to the Licensed Product outside of Greater China. Under the terms of the collaboration and license agreement, the Company received a non-refundable upfront payment of ~~$65.2~~$40.0 million with the potential for approximately $265.0 million in development, regulatory, and sales-based milestone payments.

In December 2021, the Company received a $5.0 million payment upon achievement of a development milestone. The Company determined that revenue related to the agreement would be recognized as ~~discussed further~~the clinical supply of the Licensed Product is delivered to Huadong, estimated to be completed over approximately two years. Accordingly, based on clinical supply delivered to Huadong in ~~Note E. Simultaneously, OMERS purchased IRH’s~~the three months ended March 31, 2022, the Company recorded $21.6 million of the $28.5 million remaining deferred balance as of December 31, 2021 related to the $45.0 million of upfront and development milestone payments previously received. As of March 31, 2022, total deferred revenue related to the Huadong arrangement was $6.9 million and is expected to be recognized during 2022 as additional clinical supply is delivered.

Viridian

In October 2020, the Company entered into a license agreement with Viridian Therapeutics, Inc. pursuant to which the Company granted Viridian the exclusive right to develop and commercialize an insulin-like growth factor-1 receptor (IGF-1R) antibody for all non-oncology indications that do not use radiopharmaceuticals in exchange for an upfront payment, with the ~~royalties the Company previously sold as described above, therefore obtaining the rights~~potential to ~~100%~~receive up to a total of ~~the~~$143.0 million in development, regulatory, and sales-based milestone payments plus royalties on the commercial sales of ~~Kadcyla received from that date on.~~any resulting product. In the three months ended December 31, 2021, a $3.0 million development milestone became probable of being achieved, which was allocated to the previously delivered license and recognized as revenue as a component of license and milestone fees for the three months ended December 31, 2021. The development milestone was subsequently achieved in April 2022.

For additional information related to ~~this agreement,~~these agreements, as well as the Company’s other significant collaborative agreements, please read Note C, “Agreements - Significant Collaborative Agreements,” to the audited financial statements included within the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the SEC on ~~March 1, 2021.~~February 28, 2022.

D.~~Convertible~~ ~~4.5%~~ ~~Senior Notes~~

~~In 2016, the Company issued convertible notes with an aggregate principal amount~~13

Table of $100.0 million, of which $1.1 million remained outstanding as of June 30, 2021, which were subsequently repaid in full by a cash payment upon maturity on July 1, 2021. In June 2021, $1.0 million of convertible notes were converted to 238,777 shares of the Company’s common stock. The convertible notes were senior unsecured obligations with an interest rate of 4.5% per year, paid semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2017. The Company recorded $47,000 of interest expense in each of the six months ended June 30, 2021 and 2020. The Company analyzed the terms of the convertible notes and determined that under current accounting guidance the notes were entirely accounted for as debt and none of the terms of the notes required separate accounting.Contents

E.D.

Liability Related to Sale of Future Royalties

In 2015, ~~IRH~~Immunity Royalty Holdings, L.P. (IRH) purchased the right to receive 100% of the royalty payments on commercial sales of ~~Kadcyla subsequent to December 31, 2014,~~KADCYLA arising under the Company’s development and commercialization license with Genentech, until IRH had received aggregate royalties equal to ~~$235~~$235.0 million or ~~$260~~$260.0 million, depending on when the aggregate royalties received by IRH reach a specified milestone. Once the applicable threshold was met, the Company would thereafter have received 85% and IRH would have received 15% of the ~~Kadcyla~~KADCYLA royalties for the remaining royalty term. At the consummation of the transaction, the Company received cash proceeds of $200 million. As part of this sale, the Company incurred $5.9 million of transaction costs, which are presented net of the liability in the accompanying consolidated balance sheet and are being amortized to interest expense over the estimated life of the royalty purchase

~~Table of Contents~~

agreement. Although the Company sold its rights to receive royalties from the sales of ~~Kadcyla,~~KADCYLA, as a result of its then ongoing involvement in the cash flows related to these royalties, the Company continues to account for these royalties as revenue and recorded the ~~$200~~$200.0 million in proceeds from this transaction as a liability related to sale of future royalties (Royalty Obligation) that is being amortized using the interest method over the estimated life of the royalty purchase agreement.

In January 2019, the Company sold its residual rights to receive royalty payments on commercial sales of ~~Kadcyla~~KADCYLA to OMERS ~~the defined benefit pension plan for municipal employees in the Province of Ontario, Canada,~~ for a payment of $65.2 million (amount is net of $1.5 million in broker fees). Simultaneously, OMERS purchased IRH’s right to the royalties the Company previously sold to IRH as described above, therefore obtaining the rights to 100% of the royalties received from that date on. Because the Company will not be involved with the cash flows related to the residual royalties, the $65.2 million of net proceeds received from the sale of its residual rights to receive royalty payments was recorded as deferred revenue and will be amortized as the royalty revenue related to the residual rights is earned using the units of revenue approach. During the ~~three months ended June 30,~~second quarter of 2021, the aggregate royalty threshold was met and, in accordance with the Company’s revenue recognition policy, ~~$0.5~~$4.1 million of revenue related to the residual rights was ~~recorded~~recognized and is included in non-cash royalty revenue for the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022. Additionally, the purchase of IRH’s interest by OMERS did not result in an extinguishment or modification of the original instrument and, accordingly, the Company continues to account for the remaining obligation as a liability as outlined above.

The following table shows the activity within the liability account during the ~~six-month~~three-month period ended ~~June 30, 2021~~March 31, 2022 (in thousands):



	Six Months Ended		Three Months Ended
	June 30, 2021		March 31, 2022
Liability related to sale of future royalties, net — beginning balance	$	85,439	$	41,044
Proceeds from sale of future royalties, net		—		—
Kadcyla royalty payments received and paid		(38,051)
KADCYLA royalty payments received and paid				(4,062)
Non-cash interest expense recognized		8,194		1,249
Liability related to sale of future royalties, net — ending balance	$	55,582	$	38,231

The Company receives royalty reports and royalty payments related to sales of ~~Kadcyla~~KADCYLA from Roche one quarter in arrears. As royalties are remitted to OMERS, the balance of the Royalty Obligation will be effectively repaid over the life of the agreement. In order to determine the amortization of the Royalty Obligation, the Company is required to estimate the total amount of future royalty payments to be received and remitted as noted above over the life of the agreement. The sum of these amounts less the $200 million proceeds the Company received from IRH will be recorded as interest expense over the life of the Royalty Obligation. Since inception, the Company’s estimate of this total interest expense ~~results~~has resulted in an imputed annual interest rate of 10.5%, and a current imputed interest rate of ~~20.3%~~11.5% as of ~~June 30, 2021.~~March 31, 2022. The Company periodically assesses the estimated royalty payments to IRH/OMERS, and to the extent such payments are greater or less than its initial estimates, or the timing of such payments is materially different than its original estimates, the Company will prospectively adjust the amortization of the Royalty Obligation. There are a number of factors that could materially affect the amount and timing of royalty payments from Genentech, most of which are not within the Company’s control. Such factors include, but are not limited to, changing standards of care, the introduction of competing products, manufacturing or other delays, biosimilar competition, patent protection, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates as the royalties are paid in U.S. dollars (USD) while significant portions of the underlying sales of ~~Kadcyla~~KADCYLA are made in currencies other than USD, and other events or circumstances that could result in reduced royalty

Table of Contents

payments from ~~Kadcyla,~~KADCYLA, all of which would result in a reduction of non-cash royalty revenues and the non-cash interest expense over the life of the Royalty Obligation. Conversely, if sales of ~~Kadcyla~~KADCYLA are more than expected, the non-cash royalty revenues and the non-cash interest expense recorded by the Company would be greater over the term of the Royalty Obligation.

E.	Income Taxes

As part of the Tax Cuts and Jobs Act of 2017 (TCJA), beginning with the 2022 tax year, the Company is required to capitalize research and development expenses, as defined under Internal Revenue Code section 174. For expenses that are incurred for research and development in the U.S., the amounts will be amortized over 5 years, and expenses that are incurred for research and experimentation outside the U.S. will be amortized over 15 years. The Company expects that this provision will result in a significant decrease to its 2022 tax loss, but will not result in an actual tax liability for 2022.

F.	Capital Stock

Pre-Funded Warrant

On August 11, 2021, the Company entered into a Securities Purchase Agreement (SPA) with RA Capital Healthcare Fund, L.P. (RA Capital), pursuant to which the Company agreed to sell to RA Capital a pre-funded warrant to purchase up to an aggregate of 5,434,782 shares of the Company’s common stock for $5.51 per share of common stock underlying the pre-funded warrant. The per share exercise price of the pre-funded warrant is $0.01. The private placement resulted in aggregate net proceeds of $29.7 million.

In connection with a public offering in December 2021, the Company issued pre-funded warrants to purchase up to an aggregate of 16,000,000 and 11,363,636 shares of the Company’s common stock to RA Capital and Redmile Group, LLC, respectively, for $6.59 per share of common stock underlying the pre-funded warrants, which, together with the per share exercise price of $0.01, is equal to $6.60, the public offering price of the shares of common stock in the public offering, which resulted in aggregate net proceeds of $169.3 million. RA Capital and Redmile Group, LLC are each considered related parties pursuant to ASC 850, Related Party Disclosures.

The pre-funded warrants’ fundamental transaction provision does not provide the warrant holders with the option to settle any unexercised warrants for cash in the event of any fundamental transactions; rather, in all fundamental transaction scenarios, the warrant holder will only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the shareholders of the Company in connection with the fundamental transaction, whether that consideration be in the form of cash, stock or any combination thereof. The pre-funded warrants also include a separate provision whereby the exercisability of the warrants may be limited if, upon exercise, the warrant holder or any of its affiliates would beneficially own more than 9.99% of the Company’s common stock. This threshold is subject to the holder’s rights under the pre-funded warrants to increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to the Company.

The Company assessed the pre-funded warrants for appropriate equity or liability classification pursuant to the Company’s accounting policy described in Note B, “Summary of Significant Accounting Policies.” During this assessment, the Company determined the pre-funded warrants are freestanding instruments that do not meet the definition of a liability pursuant to ASC 480 and do not meet the definition of a derivative pursuant to ASC 815. The pre-funded warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 480 and ASC 815. Based on the results of this assessment, the Company concluded that the pre-funded warrants are freestanding equity-linked financial instruments that meet the criteria for equity classification under ASC 480 and ASC 815. Accordingly, the pre-funded warrants were classified as equity and accounted for as a component of additional paid-in capital at the time of issuance and at each subsequent balance sheet date. The Company also determined that the pre-funded warrants should be included in the determination of basic and diluted earnings per share in accordance with ASC 260, Earnings per Share.

Compensation Policy for Non-Employee Directors

Pursuant to the Compensation Policy for Non-Employee Directors, as amended, non-employee directors are granted deferred share units ~~as part~~upon initial election to the Board of ~~their~~Directors and annually thereafter. Initial awards and annual retainers ~~that~~ vest quarterly over approximately three years and one year from the date of grant, respectively,

1315

Table of Contents

~~of grant,~~ contingent upon the individual remaining a director of ImmunoGen as of each vesting date. The number of deferred share units awarded is fixed per the policy on the date of the award. All unvested deferred share units will automatically vest immediately prior to the occurrence of a change of control. The redemption amount of deferred share units issued will be paid in shares of common stock of the Company on the date a director ceases to be a member of the Board of Directors.

Pursuant to the Compensation Policy for Non-Employee Directors, as amended, non-employee directors also receive stock option awards upon initial election to the Board of Directors and annually thereafter. The directors received a total of ~~264,000~~352,000 and 300,000 options in ~~June~~ 2021 and 2020, respectively, and the related compensation expense for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ is included in the amounts discussed in the “Stock-Based Compensation” section of Note B above.

G.~~Restructuring Charges~~

~~During the six months ended June 30, 2020, the Company recorded a $(0.1) million adjustment to severance charges and $1.6 million in incremental benefits related to the 2019 corporate restructuring.~~

~~A summary of activity against the corporate restructuring charge related to the employee terminations in 2021 is as follows:~~

Employee

Termination

Benefits Costs
Balance at December 31, 2020

$
784
Payments during the period

(221)
Balance at June 30, 2021

$
563

In addition to the termination benefits and other related charges, the Company has subleased laboratory and office space at 830 Winter Street in Waltham, Massachusetts no longer used in the business. The decision to vacate part of its corporate office resulted in a change in asset groupings and also represented an impairment indicator. The Company determined and continues to believe that the right-of-use asset and leasehold improvements are recoverable based on expected sublease income, and therefore, no impairment has been recorded.

H.G.

Leases

The Company currently has 2one real estate ~~leases. The first is an agreement~~lease with CRP/King 830 Winter L.L.C. for the rental of approximately 120,000 square feet of laboratory and office space at 830 Winter Street, Waltham, Massachusetts through March 2026. The Company uses this space for its corporate headquarters and other operations. The Company may extend the lease for 2 additional terms of five years and is required to pay certain operating expenses for the leased premises subject to escalation charges for certain expense increases over a base amount. During 2020, the Company executed 4 subleases for approximately 65,000 square feet of this space in the aggregate through the remaining initial term of the lease. The balance of the space ~~will be~~is being used by the Company. The second real estate lease is an agreement with PDM 930 Unit, LLC for the rental of 10,281 square feet of additional office space at 930 Winter Street, Waltham, Massachusetts through August 31, 2021. The Company is required to pay certain operating expenses for the leased premises based on its pro-rata share of such expenses for the entire rentable space of the building.

The Company’s operating lease liabilities related to its real estate lease agreements were calculated using a collateralized incremental borrowing rate. The weighted average discount rate for the operating lease liability is approximately 11%. A 100 basis point change in the incremental borrowing rate would result in less than a $1 million impact to the ROU assets and liabilities recorded. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term, which was ~~$2.0~~$1.0 million in each of the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ and is included in operating expenses in the consolidated statement of operations. Cash paid against operating lease liabilities was ~~$2.7~~$1.2 million and $1.4 million in ~~each of~~ the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020.~~respectively. As of ~~June 30, 2021,~~March 31, 2022, the Company’s ROU asset and lease liability for operating leases totaled ~~$13.2~~$11.9 million and ~~$20.2~~$18.0 million, respectively, and the ~~weighted average~~weighted-average remaining term of the operating leases is ~~4.7 years~~.

~~Table of Contents~~

approximately four years.

The maturities of operating lease liabilities discussed above are as follows (in thousands):


2021 (six months remaining)	$	2,565
2022		5,389
2022 (nine months remaining)			$	4,114
2023		5,510		5,503
2024		5,470		5,522
2025		5,490		5,543
2026				1,429
Thereafter		1,376		13
Total lease payments		25,800		22,124
Less imputed interest		(5,630)		(4,099)
Total lease liabilities	$	20,170	$	18,025

In addition to the amounts in the table above, the Company is also responsible for variable operating expenses and real estate taxes that are expected to approximate ~~$3.1~~$3.4 million per year through March 2026.

Sublease Income

In 2020, the Company executed 4 agreements to sublease a total of approximately 65,000 square feet of the Company’s leased space at 830 Winter Street, Waltham, Massachusetts through March 2026. During each of the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recorded ~~$2.4 million and $0.7~~$1.2 million of sublease income, ~~respectively,~~ inclusive of the sublessees’ proportionate share of operating expenses and real estate taxes for the period.

Two of the four sublease agreements include an early termination option after certain periods of time for an agreed-upon fee. Assuming no early termination option is exercised, the Company ~~will~~is entitled to receive ~~$14.6~~$12.5 million in minimum rental payments over the remaining term of the subleases, which is not included in the operating lease liability table above. The sublessees are also responsible for their proportionate share of variable operating expenses and real estate taxes.

Table of Contents

I.H. Commitments and Contingencies

Manufacturing Commitments

As of ~~June 30, 2021,~~March 31, 2022, the Company ~~has~~had noncancelable obligations under several agreements related to in-process and future manufacturing of antibody, drug substance, and cytotoxic agents required for supply of the Company’s product candidates totaling ~~$5.8 million, which will be paid in 2021.~~$18.3 million. Additionally, pursuant to commercial agreements for future production of antibody, our noncancelable commitments total ~~$30.5~~$53.9 million at ~~June 30, 2021.~~March 31, 2022.

Litigation

The Company is not a party to any material litigation.

I.Related Party Transactions

The Company’s chief executive officer has served as a director on the Board of Ergomed PLC since June 2021. During the three months ended March 31, 2022, the Company executed agreements with Ergomed Clinical Research, Inc. and PrimeVigilance USA, Inc., subsidiaries of Ergomed PLC, for clinical trial and pharmacovigilance-related services. Ergomed Clinical Research, Inc. and PrimeVigilance USA, Inc. are each considered related parties pursuant to ASC 850, Related Party Disclosures. Expenses recorded related to these agreements during the three months ended March 31, 2022 were not material to the Company’s consolidated statement of operations.

J.Subsequent Events

The Company has evaluated all events or transactions that occurred after March 31, 2022, up through the date the Company issued these financial statements. In April 2022, a development milestone pursuant to the Company’s license agreement with Viridian was achieved, triggering a $3.0 million payment to the Company. The revenue related to this milestone was recorded in 2021 when it was determined to be probable of being achieved. The Company did not have any other material subsequent events.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the unaudited financial statements and the notes thereto included elsewhere in this report, and the consolidated financial statements and notes thereto for the year ended December 31, ~~2020,~~2021, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the United States Securities and Exchange Commission, or the SEC, on ~~March 1, 2021.~~February 28, 2022.

OVERVIEW

We are a clinical-stage biotechnology company focused on developing the next generation of antibody-drug conjugates (ADCs) to improve outcomes for cancer patients. By generating targeted therapies with enhanced anti-tumor activity and favorable tolerability profiles, we aim to disrupt the progression of cancer and offer patients more good days. We call this our commitment to “target a better now.”

~~Table of Contents~~

An ADC with our proprietary technology comprises an antibody that binds to a target found on tumor cells and is conjugated to one of our potent anti-cancer agents as a “payload” to kill the tumor cell once the ADC has bound to its target. ADCs are an expanding approach to the treatment of cancer, with ~~ten~~eleven approved products and the number of agents in development growing significantly in recent years.

We have established a leadership position in ADCs with a portfolio of differentiated product candidates to address both solid tumors and hematological malignancies.

~~Managing the impact of the COVID-19 pandemic~~

Since the first quarter of 2020, we have continued to move our clinical studies forward while adapting to meet the evolving challenges of the COVID-19 pandemic. We implemented business continuity plans that enabled our workforce to remain productive while working from home. From a manufacturing and supply chain perspective, we believe we have sufficient inventory on hand for all of our ongoing and upcoming studies. From a regulatory perspective, since the beginning of the pandemic, we have received timely reviews of our submissions to the U.S. Food and Drug Administration (FDA) and other health authorities covering our clinical trial applications.

The impact of COVID-19 slowed site activation and patient enrollment for both SORAYA, our single-arm clinical trial to support accelerated approval of mirvetuximab in folate receptor alpha (FRα)-high, platinum-resistant ovarian cancer, and MIRASOL, our randomized Phase 3 confirmatory study to support full approval in this setting, which resulted in a limited delay in patient accrual for each of these studies.

Our business

Our lead program is mirvetuximab soravtansine (MIRV), a first-in-class investigational ADC targeting FRα, a cell-surface protein ~~overexpressed~~over-expressed in a number of epithelial tumors, including ovarian, endometrial, and non-small-cell lung cancers. In 2019, FORWARD I, our Phase 3 clinical trial of mirvetuximab in patients with FRα-positive platinum-resistant ovarian cancer scored by the 10X method, did not meet its primary endpoint. In post hoc exploratory analyses in the FRα-high population scored by the PS2+ method, however, mirvetuximab was associated with longer progression-free survival, a higher overall response rate, and longer overall survival.

Following consultation with the FDA, we ~~moved forward with~~initiated two ~~new~~ trials of ~~mirvetuximab~~MIRV in ~~FRα-high,~~patients with platinum-resistant ovarian ~~cancer:~~cancer whose tumors express high levels of FRα: SORAYA, a single-arm clinical trial that ~~if successful,~~ could lead to accelerated approval, ~~in this setting;~~pending FDA review; and MIRASOL, a randomized Phase 3 clinical trial that, if successful, could lead to full approval in this setting. ~~With patient enrollment in SORAYA completed,~~In November 2021, we ~~expect to announce~~reported positive top-line data from ~~this trial~~SORAYA with an

Table of Contents

overall response rate (ORR) by investigator of 32.4%. At the Society of Gynecologic Oncology (SGO) 2022 Annual Meeting in March 2022, we reported the ~~fourth quarter~~full data set from SORAYA, including the median duration of ~~2021.~~response of 6.9 months. ~~We are actively enrolling MIRASOL and expect to report top-line data from this trial in the third quarter of 2022.~~In March 2022, we ~~If SORAYA is successful, we plan to submit~~submitted a biologics license application (BLA) ~~for accelerated approval of mirvetuximab in the applicable patient population~~ to the FDA for acceleratedapprovalofMIRVin ~~the first quarter of 2022 and, thereafter, seek full approval on the basis of the confirmatory Phase 3 MIRASOL trial.~~secondthroughfourth-linepatientswithFRα-positive,platinum-resistantovariancancer.

Beyond platinum-resistant ovarian cancer,ourstrategyistomove ~~mirvetuximab~~ MIRVinto ~~earlier lines~~platinum-sensitive disease and become the combination agent of choice in ovarian ~~cancer therapy.~~ cancer.Tothisend,we ~~are supporting investigator-sponsored trials of mirvetuximab in combination with carboplatin in~~initiated PICCOLO, a single-arm study of MIRV monotherapy in later-line platinum-sensitive patients. We have also generated encouraging data in recurrent platinum-sensitive disease with the ~~neoadjuvant setting~~combination of MIRV plus carboplatin and ~~in a randomized study comparing mirvetuximab combined~~aresupportinginvestigator sponsored trials (ISTs) with this combination inasingle-armstudyintheneoadjuvantsettingandinarandomizedstudycomparingMIRVcombinedwith carboplatin to standard of care in patients with recurrent platinum-sensitive disease. We also ~~plan~~intend to initiate ~~PICCOLO,~~ a single-arm Phase 2 study (0420) of ~~mirvetuximab monotherapy~~this combination followed by MIRV continuation in ~~later-line~~FRα-low, medium, and high patients with platinum-sensitive ~~patients,~~disease. Results from this study and our ongoing ISTs will inform a path to the potential registration for MIRV plus carboplatin and, in ~~the third quarter of 2021.~~parallel, could support compendia listing for this combination.

In addition, ~~We also~~ wepresentedmaturedatafromourPhase1bFORWARDII ~~trials~~ trialof ~~mirvetuximab~~ MIRVplus ~~Avastin~~AVASTIN^® (bevacizumab) in recurrent ovarian cancer in an oral presentation at the American Society for Clinical Oncology ~~Annual Meeting in June 2021.~~ ~~With a 64% overall response rate, 11.8 month median duration of response,~~AnnualMeetinginJune2021 and ~~10.6 month median progression free survival, we~~ believe the data could support compendia listing for this combination in close proximity to the initial monotherapy approval of ~~mirvetuximab~~MIRV. Furthermore, we recently aligned with FDA on GLORIOSA, a randomized Phase 3 study of MIRV plus bevacizumab ~~shows compelling activity~~maintenance in ~~patients with high~~ FRα-high recurrent ~~ovarian cancer.~~platinum-sensitive disease. We expect to initiate this potentially label-enabling study in mid-2022.

Pivekimab sunirine (PVEK), formerly known as IMGN632, is an ADC comprised of a high-affinity antibody designed to target CD123 with site-specific conjugation to ~~our most potent~~a DNA-alkylating payload of the novel IGN ~~payload.~~ class. OurIGNsaredesignedtoalkylateDNAwithoutcross-linking,whichhasprovidedabroadtherapeuticindex in preclinical models. We are advancing ~~IMGN632~~PVEK in clinical trials for patients with ~~blastic plasmacytoid dendritic cell neoplasm (BPDCN)~~BPDCN and ~~acute myeloid leukemia (AML).~~AML.

BPDCN is a rare form of blood cancer, with an annual incidence of between 500 and 1,000 patients in the US. In October 2020, the FDAgrantedBreakthroughTherapydesignationfor ~~IMGN632~~ PVEKforthetreatmentofpatientswithrelapsed or refractory BPDCN. ~~We have aligned with~~Based on feedback from the FDA, ~~on a path to full approval in BPDCN, with an amendment to~~we amended our ongoing 801 Phase 2 study,knownasCADENZA,to ~~add~~ includeanewcohortofupto20frontline BPDCN patients.Wenow expect to ~~complete enrollment and~~ generate top-line data for this frontline cohort ~~in the first half of 2022, with potential BLA submission~~ in the second half of 2022.

~~Table of Contents~~We are also conducting our

~~Our~~ 802study for PVEK,whichisaPhase1b/2studydesignedtodeterminethesafety,tolerability,andpreliminary antileukemia activity of ~~IMGN632~~PVEK when administered in combination with ~~azacitidine and/or~~azacytidine and venetoclax to patients with relapsed and frontline CD123-positive ~~AML, is in the dose-escalation phase, enrolling relapsed and refractory patients to determine~~AML. Having identified the recommended ~~Phase~~phase 2 dose ~~of IMGN632~~ for ~~combination regimens. We anticipate sharing~~the triplet, patients are accruing in both expansion cohorts and we expect to share initial data from these cohorts at the American Society of Hematology Annual Meeting later this ~~study in 2021.~~year.

~~We continue to advance additional~~In addition, we are advancing our earlier-stage pipeline programs. IMGC936 is an ADC in co-development with MacroGenics,Inc.thatisdesignedtotargetADAM9,anenzyme ~~overexpressed~~ over-expressedinarangeofsolidtumors and implicated in tumor progression and metastasis. IMGC936 incorporates a number of innovations, including antibody engineering to extend ~~the~~ half-life, site-specific conjugation with a fixed drug-antibody ratiotoenablehigherdosing,andanext-generationlinkerandpayloaddesignedforimprovedstabilityand ~~a next-generation linker and payload for improved stability and~~ bystander activity. We ~~presented preclinical data on IMGC936 at the American Association for Cancer Research Annual Meeting in April 2021, demonstrating anti-tumor activity in multiple solid tumor models, and we~~ continue to enroll patients in the Phase 1 study for this ~~program.~~program and expect initial data in 2022.

IMGN151 is our next generation anti-FRα product candidate in ~~preclinical~~ development. This ADC integrates innovation in each of its components, which we believe may enable IMGN151 to address patientpopulationswithlowerlevelsofFRαexpression,includingtumortypesoutsideofovarian ~~cancer. We presented encouraging data for IMGN151 at the American Academy of Cancer Research Virtual Annual Meeting II in June 2020. We expect to file the~~cancer. In January 2022, we submitted an IND application ~~for~~to evaluate IMGN151 byin a planned Phase 1 clinical trial in patients with recurrent endometrial cancer and recurrent, high-grade serous epithelial ovarian, primary peritoneal, or fallopian tube cancers. In February 2022, the ~~end~~FDA placed a hold on our IND application pending responses to certain chemistry, manufacturing, and controls, or CMC, information requests. We are generating data responsive to these requests and anticipate enrolling our first patient following submission of ~~2021.~~this information to the agency.

We have selectively licensed restricted access to our ADC platform technology to other companies to expand the use of our technology and to provide us with cash to fund our own product programs. These agreements typically provide the licensee with rights to use our ADC platform technology with its antibodies or related targeting vehicles to a defined

Table of Contents

target to develop products. The licensee is generally responsible for the development, clinical testing, manufacturing, registration, and commercialization of any resulting product candidate. As part of these agreements, we are generally entitled to receive upfront fees, potential milestone payments, and royalties on the sales of any resulting products.

~~We expect that substantially~~ In February 2022, we entered into a license agreement with Eli Lilly and Company (Lilly), pursuant to which the Company granted Lilly worldwide exclusive rights to research, develop, and commercialize antibody-drug conjugates based on the Company’s novel camptothecin technology. Under the terms of the license agreement, the Company received a non-refundable upfront payment of $13.0 million, reflecting initial targets selected by Lilly. Lilly may select a pre-specified number of additional targets, with the Company eligible to receive an additional $32.5 million in exercise fees if Lilly licenses the full number of additional targets over the four year period following the effective date of the license agreement, with the potential for up to $1.7 billion in development and sales-based milestone payments if all targets are selected and all milestones are realized. In addition, the Company is entitled to receive tiered royalties, on a product-by-product basis, as a percentage of ~~our revenue for at least the next year will result from payments under our collaborative arrangements.~~worldwide annual net sales by Lilly, based on certain net sales thresholds. For more information concerning these relationships, including their ongoing financial and accounting impact on our business, please read Note C, ~~“Agreements - Significant~~“Significant Collaborative Agreements,” to our ~~audited~~consolidated financial statements included in this ~~report and in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021.~~report.

To date, we have not generated revenues from commercial sales of internal products, and we expect to continue to incur significant operating expenses related to research and development and the potential commercialization of our portfolio over the next several years. As of ~~June 30, 2021,~~March 31, 2022, we had ~~$239.5~~$437.7 million in cash and cash equivalents compared to ~~$293.9~~$478.8 million as of December 31, ~~2020.~~2021.

Managing the impact of the COVID-19 pandemic

Since the first quarter of 2020, we have continued to move our clinical studies forward while adapting to meet the evolving challenges of the COVID-19 pandemic. We implemented business continuity plans in March 2020 that enabled our workforce to remain productive while working from home until mid-September 2021, at which time our workforce returned to the office. From a manufacturing and supply chain perspective, we believe we have sufficient inventory on hand for all of our ongoing and near-term studies and to support the launch of MIRV, if approved. From a regulatory perspective, since the beginning of the pandemic, we have received timely reviews of our submissions to the FDA and other health authorities covering our clinical trial applications.

The impact of COVID-19 slowed site activation and patient enrollment for both SORAYA and MIRASOL, which resulted in a limited delay in patient accrual for each of these studies.

Critical accounting policies and estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the ~~United States.~~U.S. The preparation of these financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets and liabilities, ~~revenues, and expenses and related~~the disclosure of contingent assets and ~~liabilities. On an on-going basis, we evaluate our~~liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reported periods. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates ~~including those related to our collaborative agreements, clinical trial accruals, and stock-based compensation.~~could occur in the future. Changes in estimates are reflected in reported results for the period in which the change occurs. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from ~~these estimates.~~ our estimates if past experience or other assumptions do not turn out to be substantially accurate.

We believe that our application of the following accounting policies, each of which requires significant judgments and estimates on the part of management, are the most critical to aid in fully understanding and evaluating our reported financial results:

●

revenue recognition;

●

clinical trial accruals; and

●

stock-based compensation.

During the ~~second quarter and first half of 2021,~~three months ended March 31, 2022, there were no material changes to our critical accounting policies and estimates as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on ~~March 1, 2021.~~

~~RESULTS OF OPERATIONS~~

~~Revenues~~

In the second quarter and first half of 2021, total revenues increased $1.9 million and $4.3 million, respectively, compared to the second quarter and first half of 2020, driven by increases in non-cash royalty revenue, partially offset by decreases in license and milestone fees, both of which are discussed further below.February 28, 2022.

1719

Table of Contents

RESULTS OF OPERATIONS

~~Non-cash royalty revenue related to the sale of future royalties~~Revenues

~~Kadcyla is a marketed ADC resulting from one of~~

For the three months ended March 31, 2022, our ~~development~~total revenues increased to $38.1 million compared to $15.7 million for the three months ended March 31, 2021, driven by an increase in license and commercialization licenses with the Roche Group, through its Genentech unit. We receive royalty reports and payments related to sales of Kadcyla from Roche one quarter in arrears. In the second quarter and first half of 2021,milestone fees, partially offset by lower non-cash royalty revenue, ~~increased $2.6 million and $5.2 million, respectively, compared to the second quarter and first half~~both of 2020, driven primarily by increases in net sales of Kadcyla due to market expansion. We sold our rights to receive royalty payments on the net sales of Kadcyla through two separate transactions in 2015 and 2019. Following the 2019 transaction, OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada, is entitled to receive all of these royalties.~~See~~which are discussed further ~~details regarding the royalty obligation in Note E, “Liability Related to Sale of Future Royalties,” to our consolidated financial statements included in this report.~~below.

License and milestone fees

The amount of license and milestone fees we earn is directly related to the number of our collaborators, the advancement of product candidates covered by the agreements with our collaborators, and the overall success in the clinical trials of these product candidates. As such, the amount of license and milestone fees recognized may vary significantly from quarter to quarter and year to year. License and milestone fee revenue ~~decreased $0.7~~increased $30.7 million in the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Driving the increase, pursuant to our license agreement with Huadong executed in October 2020, upon delivery of clinical supply in the three months ended March 31, 2022, we recognized $21.6 million of the $28.5 million remaining deferred revenue balance as of December 31, 2021 related to upfront and development milestone payments previously received. Additionally, pursuant to a license agreement with Lilly executed during the three months ended March 31, 2022, we recognized $9.2 million of the $13.0 million upfront payment received.

Non-cash royalty revenue related to the sale of future royalties

KADCYLA is a marketed ADC resulting from one of our development and commercialization licenses with Roche, through its Genentech unit. We receive royalty reports and payments related to sales of KADCYLA from Roche one quarter in arrears. We sold our rights to receive royalty payments on the net sales of KADCYLA through two separate transactions in 2015 and 2019. In accordance with our revenue recognition policy, $6.4 million and $15.5 million of non-cash royalties on net sales of KADCYLA were recorded and included in non-cash royalty revenue for the three months ended March 31, 2022 and 2021, respectively. The decrease in non-cash royalty revenue is a result of the aggregate royalty threshold, as outlined in the 2015 royalty purchase agreement, being met in the second quarter of 2021, effectively reducing the royalty payments under the 2015 transaction from 100% to 15% of KADCYLA royalty payments received over the remaining royalty term. Pursuant to the terms of these agreements, we expect to recognize less non-cash royalty revenue in 2022 and subsequent years as compared to 2021 and prior years. See further details regarding these agreements in Note F, “Liability Related to Sale of Future Royalties,” of the second quarter of 2020 and decreased $0.8 million in the first half of 2021 compared to the first half of 2020, primarily due to the recognition of $0.9 million of previously deferred revenue in the second quarter and first half of 2020 related to the right to future technological improvements upon termination by Takeda of its license agreement.Consolidated Financial Statements.

Research and development expenses

Our research and development expenses relate to (i) research to evaluate new targets and to develop and evaluate new antibodies, linkers, and cytotoxic agents, (ii) preclinical testing of our own and, in certain instances, our collaborators’ product candidates, and the cost of our own clinical trials, (iii) development related to clinical and commercial manufacturing processes, (iv) regulatory activities, and (v) external manufacturing operations.

We do not track our research and development costs by project. Since we use our research and development resources across multiple research and development projects, we manage our research and development expenses within each of the categories listed in the following table and described in more detail below (in thousands):

Three Months Ended


Six Months Ended


June 30,

Increase/

June 30,

Increase/
Research and Development Expenses

2021

2020

(Decrease)

2021

2020

(Decrease)
Preclinical and clinical testing

$
24,085

$
16,349

$
7,736

$
48,611

$
36,604

12,007
Process and product development

1,421

1,349

72

2,868

2,477

391
Manufacturing operations

9,083

5,223

3,860

17,523

11,248

6,275
Total research and development expenses

$
34,589

$
22,921

$
11,668

$
69,002

$
50,329

$
18,673


	Three Months Ended
	March 31,				Increase/
Research and Development Expenses	2022		2021		(Decrease)
Preclinical and clinical testing	$	31,495	$	24,526		6,969
Process and product development		1,461		1,447		14
Manufacturing operations		11,326		8,440		2,886
Total research and development expenses	$	44,282	$	34,413	$	9,869

Table of Contents

Preclinical and clinical testing

Preclinical and clinical testing includes expenses related to preclinical testing of our own, and, in certain instances, our collaborators’ product candidates, regulatory activities, and the cost of clinical trials. Such expenses include the costs of personnel, third-party staffing, patient enrollment at our clinical testing sites, consultant fees, contract services, and facility expenses. In the ~~second quarter and first half of 2021,~~three months ended March 31, 2022, preclinical and clinical testing expenses increased by ~~$7.7~~$7.0 million ~~and $12.0 million, respectively,~~ compared to the ~~second quarter and first half of 2020~~three months ended March 31, 2021 due primarily to increased ~~clinical trial,~~contract services, personnel, ~~and~~ third-party staffing costs, and regulatory filing fees, particularly related to advancing ~~the MIRASOL, SORAYA, and IMGC936 studies and increased third-party service fees in support of commercial readiness.~~MIRV.

Process and product development

Process and product development expenses include costs for development of clinical and commercial manufacturing processes for our own and collaborator compounds. Such expenses include the costs of personnel, third-party staffing, contract services, ~~laboratory supplies,~~ and facility expenses. Process and product development expenses ~~increased $0.4 million in~~were relatively flat for the ~~first half of 2021~~three months ended March 31, 2022 compared to the ~~first half of 2020 due primarily to an increase in contract services.~~three months ended March 31, 2021.

~~Table of Contents~~

Manufacturing operations

Manufacturing operations expense includes costs to have preclinical and clinical materials manufactured for our product candidates and quality control and quality assurance activities. Such expenses include personnel, raw materials for our preclinical studies and clinical trials, non-pivotal and pivotal development costs with contract manufacturing organizations, and facility expenses. In the ~~second quarter and first half of 2021,~~three months ended March 31, 2022, manufacturing operations expense increased ~~$3.9~~$2.9 million ~~and $6.3 million, respectively,~~ compared to the ~~second quarter and first half of 2020~~three months ended March 31, 2021 due primarily to increases in external manufacturing activity across our ~~programs, and to a lesser extent, increases in personnel and third-party staffing costs.~~programs.

~~General~~Selling, general and administrative expenses

~~General~~Selling, general and administrative expenses ~~decreased $39,000~~consist primarily of personnel-related costs, including stock-based compensation, for commercial operations and for personnel in executive, finance, accounting, business development, information technology, legal, and human resources functions. Other significant costs include facility costs not otherwise included in research and development expenses, commercial development activities, legal fees related to intellectual property and corporate matters, and fees for accounting and consulting services.

Selling, general and administrative expenses increased $6.4 million to $16.6 million in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily due to building our commercial capabilities in anticipation of a potential U.S. launch of MIRV in the second ~~quarter of 2021 compared to the second quarter of 2020 and increased $1.3 million in the first~~ half of 2021 compared to the first half of 2020. The increase in the first half of 2021 was primarily due to increases in professional services and personnel expenses, including greater stock-based compensation, partially offset by greater sublease income.

~~Restructuring charges~~

During the second quarter and first half of 2020, we recorded $0.8 million and $1.6 million, respectively, of incremental retention benefits related to the 2019 corporate restructuring. Additionally, we recorded a $(0.1) million adjustment to severance charges in the second quarter and first half of 2020. There were no restructuring charges recorded during the second quarter and first half of 2021.

~~Investment income, net~~

Investment income, net for the second quarter and first half of 2021 was $11,000 and $24,000, respectively, compared to $62,000 and $0.7 million for the second quarter and first half of 2020, respectively. The $0.7 million decrease in the first half of 2021 as compared to the 2020 period is due to a significant decrease in interest rates.2022.

Non-cash interest expense on liability related to the sale of future royalties

In 2015, IRH purchased our right to receive 100% of the royalty payments on commercial sales of ~~Kadcyla~~KADCYLA arising under our development and commercialization license with Genentech, subject to a residual cap. In January 2019, OMERS purchased IRH’s right to the royalties the Company previously sold in 2015. As described in Note E, “Liability Related to Sale of Future Royalties,” to our consolidated financial statements included in this report, this royalty sale transaction has been recorded as a liability that amortizes over the estimated royalty payment period as ~~Kadcyla~~KADCYLA royalties are remitted directly to the purchaser. During the ~~second quarter~~three months ended March 31, 2022 and ~~first half of~~ 2021, we recorded ~~$3.6~~$1.2 million and ~~$8.2~~$4.6 million, respectively, of non-cash interest expense, which includes amortization of deferred financing ~~costs, compared to $6.1 million~~costs. The decrease was a result of a lower average royalty liability balance for the period and ~~$11.8 million recorded~~the KADCYLA royalty threshold being met in the second quarter ~~and first half~~ of ~~2020. We record interest expense at~~2021, effectively reducing the ~~imputed interest rate, which we currently estimate to be 20.3%. There are a number of factors that could materially affect the estimated interest rate, in particular, the amount and timing of~~ royalty payments under the 2015 transaction from ~~future net sales~~100% to 15% of ~~Kadcyla, and we will assess this estimate on a periodic basis. Future interest rates could differ significantly and, as a result, any such change in interest rate will be adjusted prospectively.~~

~~Other income (expense), net~~

Other income (expense), net consists substantially of foreign currency exchange gains (losses) related to obligations with non-U.S. dollar-based suppliers and Euro cash balances maintained to fulfill those obligations duringKADCYLA royalty payments received over the ~~respective periods.~~remaining royalty term.

LIQUIDITY AND CAPITAL RESOURCES

The tables below summarize our cash and cash equivalents, working capital, and shareholders’ equity as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, and cash flow activities for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (in thousands):

1921

Table of Contents


	As of				As of
	June 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Cash and cash equivalents	$	239,538	$	293,856	$	437,661	$	478,750
Working capital		154,078		201,931		372,600		399,054
Shareholders’ equity		68,465		89,570		306,468		325,586



	Six Months Ended June 30,				Three Months Ended March 31,
	2021		2020		2022		2021
Cash used for operating activities	$	(88,500)	$	(56,508)	$	(41,402)	$	(44,621)
Cash (used for) provided by investing activities		(940)		1,382
Cash used for investing activities						(307)		(893)
Cash provided by financing activities		35,122		98,407		620		34,778

Cash flows

We require cash to fund our operating expenses, including the advancement of our clinical programs and to make capital expenditures. Historically, we have funded our cash requirements primarily through equity and convertible debt financings in private and public markets and payments from our collaborators, including license fees, ~~milestones,~~milestone payments, research funding, and royalties. We have also monetized our rights to receive royalties on ~~Kadcyla~~KADCYLA for ~~up-front~~upfront consideration. As of ~~June 30, 2021,~~March 31, 2022, we had ~~$239.5~~$437.7 million in cash and cash equivalents. Net cash used for operations was ~~$88.5~~$41.4 million and ~~$56.5~~$44.6 million for the ~~first half of~~three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. The principal use of cash for operating activities for both periods presented was to fund our net loss, adjusted for non-cash ~~items.~~items, with the three months ended March 31, 2022 benefiting from a $13.0 million upfront payment pursuant to a license agreement with Lilly.

Net cash ~~(used for) provided by~~used for investing activities was ~~$(0.9)~~$0.3 million and ~~$1.4~~$0.9 million for the ~~first half~~three months ended March 31, 2022 and 2021, respectively, consisting of ~~2021 and 2020, respectively. During the 2020 period, as a result of the restructuring at the end of the second quarter of 2019, we sold excess equipment generating proceeds of $1.4 million. Cash~~cash outflows for capital expenditures in ~~the 2021 period consisted primarily of furniture~~both periods, including computer and ~~improvements related to COVID-19 compliance~~office equipment and dedicated equipment at third-party manufacturing vendors.

Net cash provided by financing activities was ~~$35.1~~$0.6 million and ~~$98.4~~$34.8 million for the ~~first half~~three months ended March 31, 2022 and 2021, respectively. Net cash provided by financing activities for the three months ended March 31, 2022 and 2021 includes $0.6 million and $1.3 million, respectively, of ~~2021 and 2020, respectively. During~~proceeds from the ~~first half~~exercise of stock options. Additionally, in the three months ended March 31, 2021, we sold 4,544,424 shares of our common stock under our Open Market Sale Agreement^SM (Sale Agreement) with Jefferies, LLC as sales agent, dated December 18, 2020, generating net proceeds of $33.5 million. In January 2020, pursuant to a public offering, we issued and sold 24.5 million shares of common stock, resulting in net proceeds of $97.7 million. Net cash provided by financing activities for the first half of 2021 and 2020 also include proceeds from the exercise of stock options.

Future Capital Requirements

We may offer and sell, from time to time, shares of our common stock having an aggregate offering price of up to $150.0 million under the Sale Agreement. Subsequent to June 30, 2021 and through the date of filing this report, we sold 1,891,030 shares of our common stock under the Sale Agreement, generating additional net proceeds of approximately $11.0 million after deducting offering commissions and expenses.have significant future capital requirements including:

●

significant expected operating expenses to conduct research and development activities and to potentially commercialize our portfolio;

●

noncancelable in-process and future manufacturing obligations; and

●

substantial facility lease obligations as described in Note H, “Leases,” included in this report.

We anticipate that our current capital resources will enable us to meet our operational expenses and capital ~~expenditures~~requirements for more than twelve months after the date of this report. We may raise additional funds through equity, debt, and other financings or generate revenues from collaborators through a combination of upfront license payments, milestone payments, royalty payments, and research funding. We cannot provide assurance, however, that we will be able to obtain additional debt, equity, or other financing or generate revenues from collaborators on terms acceptable to ~~the Company~~us or at all. Should we or our partners not meet some or all of the terms and conditions of our various collaboration agreements or if we are not successful in securing future collaboration agreements, we may elect or be required to secure alternative financing arrangements, and/or defer or limit some or all of our research, development, and/or clinical projects.

~~Contractual Obligations~~

We lease approximately 120,000 square feet of laboratory and office space in a building located at 830 Winter Street, Waltham, Massachusetts, with an initial term that expires on March 31, 2026, and 10,281 square feet of additional office space at 930 Winter Street, Waltham, Massachusetts through August 31, 2021. We are obligated to pay $25.8 million in minimum rental payments over the remaining terms of these leases. In addition, we are responsible for variable operating costs and real estate taxes approximating $3.1 million per year through March 2026. In 2020, we executed four agreements to sublease a total of approximately 65,000 square feet of the 830 Winter Street facility through March 2026. Two of the four sublease agreements include an early termination option after certain periods of time for an agreed-upon

2022

Table of Contents

fee. Assuming these early termination options are not exercised, we will receive $14.6 million in minimum rental payments over the remaining term of the subleases. The sublessees will also be responsible for their proportionate share of variable operating expenses and real estate taxes.

As of June 30, 2021, we have noncancelable obligations under several agreements related to in-process and future manufacturing of antibody and cytotoxic agents required for supply of our product candidates totaling $5.8 million, which will be paid in 2021. Additionally, pursuant to commercial agreements for future production of antibody, our noncancelable commitments total $30.5 million at June 30, 2021.

There have been no other material changes to our contractual obligations during the 2021 period from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021.

Recent Accounting Pronouncements

The information set forth under Note B, “Summary of Significant Accounting Policies,” to our consolidated financial statements included in this report under the caption “Recently Adopted Accounting Pronouncements” is incorporated herein by reference.

Third-Party Trademarks

~~Kadcyla~~KADCYLA and ~~Avastin~~AVASTIN are registered trademarks of Genentech, Inc.

~~OFF-BALANCE SHEET ARRANGEMENTS~~

~~None.~~

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

Our market risks, and the ways we manage them, are summarized in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on ~~March 1, 2021~~February 28, 2022 and there have been no material changes to our market risks, or to our management of such risks, as set forth in such Annual Report on Form 10-K.

ITEM 4. Controls and Procedures

(a)	Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our principal executive and principal financial officers have concluded that, as of the end of such period, our disclosure controls and procedures were ~~adequate and~~ effective.

(b)	Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition, or future results set forth under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed

~~Table of Contents~~

with the SEC on ~~March 1, 2021.~~February 28, 2022. There have been no material changes tofrom the factors disclosed in ~~such~~our Annual Report on Form ~~10-K.~~10-K, other than the update to the risk factor below. We may, however, disclose changes to such risk factors, or disclose additional risk factors, from time to time in our future filings with the SEC.

Clinical trials for our product candidates and those of our collaborators will be lengthy and expensive, and their outcome is uncertain.

Before obtaining regulatory approval for the commercial sale of any product candidates, we and our collaborators must demonstrate through clinical testing that our product candidates are safe and effective for use in humans. Conducting clinical trials is a time-consuming, expensive, and uncertain process and typically requires years to complete. In our industry, the results from preclinical studies and early clinical trials often are not predictive of results obtained in later-stage clinical trials. Some compounds that have shown promising results in preclinical studies or early clinical trials subsequently fail to establish sufficient safety and efficacy data necessary to obtain regulatory approval. For example, despite encouraging results from earlier clinical trials of mirvetuximab, our FORWARD I Phase 3 clinical trial evaluating mirvetuximab compared to chemotherapy in women with FRα-positive, platinum-resistant ovarian cancer, did not meet the primary endpoint in either the entire treatment population or the pre-specified high FRα expression population. Based on post hoc exploratory analyses of the FORWARD I results and consultations with the FDA, we implemented two new

Table of Contents

trials of mirvetuximab, SORAYA and MIRASOL, to support the potential approval of mirvetuximab as a monotherapy. We reported positive top-line data from our SORAYA trial, however, results from our ongoing MIRASOL study may not show positive results consistent with our SORAYA trial, post hoc exploratory analyses of the FORWARD I results, or earlier successful trials of mirvetuximab as monotherapy, which would cause significant harm to our business and future prospects.

Before we can commence clinical trials for a therapeutic candidate, we must conduct extensive preclinical testing and studies and submit an IND to FDA. We cannot be sure that submission of an IND will result in the FDA allowing our clinical trials to begin on the timelines we expect, if at all, as FDA may require additional preclinical, toxicology, or other in vivo or in vitro data to support the IND. Additionally, at any time during the clinical trials, we, our collaborators, or the FDA or other regulatory authority might delay or halt any clinical trials of our product candidates for various reasons, including:

●

occurrence of unacceptable toxicities or side effects;

●

ineffectiveness of the product candidate;

●

insufficient drug supply, including delays in obtaining supplies/materials necessary for manufacturing such drugs;

●

negative or inconclusive results from the clinical trials, or results that necessitate additional nonclinical studies or clinical trials;

●

delays in obtaining or maintaining required approvals from institutions, review boards, or other reviewing entities at clinical sites;

●

delays in patient enrollment;

●

insufficient funding or a reprioritization of financial or other resources;

●

our or our collaborators’ inability to develop and obtain approval for any companion in vitro diagnostic devices that the FDA or other regulatory authority may conclude must be used with such product candidates to ensure their safe use; or

●

other reasons that are internal to the businesses of our collaborators and third-party suppliers, which they may not share with us.

In addition, the conflict involving Russia and Ukraine has and may continue to negatively impact our contract research organizations and clinical investigators’ ability to conduct certain of our trials, including MIRASOL, in these and other Eastern European countries and may prevent us from obtaining data on patients already enrolled at sites in these countries. Any failure or substantial delay in successfully completing clinical trials and obtaining regulatory approval for our product candidates or our collaborators’ product candidates could severely harm our business.

Table of Contents

ITEM 6. Exhibits

Exhibit No.		Description

10.1	*	~~Amended~~License Agreement dated as of February 14, 2022 by and ~~Restated 2018 Employee, Director~~between the Registrant and ~~Consultant Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 17, 2021)~~
~~10.2~~		~~Compensation Policy for Non-Employee Directors, as amended through June 16, 2021 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 17, 2021)~~Eli Lilly and Company
31.1		Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	†	Certifications of the principal executive officer and the principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Financial statements from the quarterly report on Form 10-Q of ImmunoGen, Inc. for the quarter ended ~~June 30, 2021~~March 31, 2022 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Comprehensive Loss; (iii) the Consolidated Statements of Shareholder’s Equity (Deficit); (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets [***] because the identified confidential portions (i) are not material and (ii) is the type of information the Registrant treats as private or confidential.

†	Furnished, not filed.

2225

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ImmunoGen, Inc.

Date: ~~July 30, 2021~~May 6, 2022	By:	/s/ Mark J. Enyedy
		Mark J. Enyedy
		President and Chief Executive Officer (Principal Executive Officer)

Date: ~~July 30, 2021~~May 6, 2022	By:	/s/ Susan Altschuller, Ph.D.
		Susan Altschuller, Ph.D.
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

2326


	Employee
	Termination
	Benefits Costs
Balance at December 31, 2020	$	784
Payments during the period		(221)
Balance at June 30, 2021	$	563