As filed with the Securities and Exchange Commission on October 23, 2020
Registration No. 333-225550
Registration No. 333-219594
Registration No. 333-198766
Registration No. 333-184377
Registration No. 333-128310
Registration No. 333-114810
Registration No. 333-90338
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-225550
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-219594
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-198766
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-184377
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-128310
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-114810
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-90338
UNDER THE SECURITIES ACT OF 1933
IMMUNOMEDICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | | 61-1009366 |
(State or Other Jurisdiction
of Incorporation) | | (IRS Employer
Identification No.) |
300 The American Road
Morris Plains, New Jersey 07950
(973) 605-8200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Brett A. Pletcher, Esq.
Secretary
Immunomedics, Inc.
c/o Gilead Sciences, Inc.
333 Lakeside Drive
Foster City, CA 94404
650-574-3000
(Name, address and telephone number of agent for service)
Copies to: |
| | |
Marc O. Williams | | Adam J. Shapiro |
Cheryl Chan | | Victor Goldfeld |
Davis Polk & Wardwell LLP | | Wachtell, Lipton, Rosen & Katz |
450 Lexington Avenue | | 51 West 52nd Street |
New York, NY 10017 | | New York, New York 10019 |
(212) 450-6145 | | (212) 403-1000 |
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | o |
| | Emerging growth company | o |
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 7(a)(2)(B) of the Securities Act. o
Explanatory Note
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Immunomedics, Inc. (the “Company”) on Form S-3 (collectively, the “Registration Statements”):
· Registration Statement on Form S-3ASR (File No. 333-225550) filed with the Securities and Exchange Commission on June 11, 2018, registering an indeterminate aggregate offering price and number or amount of shares of common stock of the Company, par value $0.01 per share (“Common Stock”) and preferred stock of the Company, par value $0.01 per share (“Preferred Stock”), and debt securities, warrants and units of the Company;
· Registration Statement on Form S-3 (File No. 333-219594) filed with the Securities and Exchange Commission on July 31, 2017, as amended by Amendment No. 1 on August 11, 2017 and Amendment No. 2 on September 18, 2017, registering up to $299,814,937 in aggregate offering price of shares of Common Stock;
· Registration Statement on Form S-3 (File No. 333-198766) filed with the Securities and Exchange Commission on September 16, 2014, registering up to $130,000,000 in aggregate offering price of shares of Common Stock and Preferred Stock, and debt securities, warrants and units of the Company;
· Registration Statement on Form S-3 (File No. 333-184377) filed with the Securities and Exchange Commission on October 11, 2012, as amended by Amendment No. 1 on October 24, 2012, registering up to $70,600,000 in aggregate offering price of shares of Common Stock;
· Registration Statement on Form S-3 (File No. 333-128310) filed with the Securities and Exchange Commission on September 14, 2005, as amended by Amendment No. 1 on October 12, 2005, registering up to $51,780,253 in aggregate offering price of shares of Common Stock, and 5% senior convertible notes and warrants of the Company;
· Registration Statement on Form S-3 (File No. 333-114810) filed with the Securities and Exchange Commission on April 23, 2004, registering up to $70,000,000 in aggregate offering price of shares of Common Stock and Preferred Stock, and 3.25% convertible senior notes, depositary shares and warrants of the Company; and
· Registration Statement on Form S-3 (File No. 333-90338) filed with the Securities and Exchange Commission on June 12, 2002, registering up to $2,007,855 in aggregate offering price of shares of Common Stock.
On October 23, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of September 13, 2020, by and among the Company, Gilead Sciences, Inc., a Delaware corporation (“Parent”), and Maui Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, by filing these post-effective amendments, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of each of the Registration Statements and removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
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