UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2016
or
( ) 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: 0-12104
Immunomedics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 61-1009366 (I.R.S. Employer Identification No.) |
300 The American Road, Morris Plains, New Jersey 07950
(Address of principal executive offices) (Zip Code)
(973) 605-8200
(Registrant’s Telephone Number, Including Area Code)
Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report: Not Applicable
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit and post such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☐ Accelerated Filer ☑
Non-Accelerated Filer ☐ Smaller Reporting Company ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares of the registrant’s common stock outstanding as of February 6, 2017 was 106,079,504.
Explanatory Note
The purpose of this Amendment No. 1 on Form 10–Q/A to Immunomedics, Inc. quarterly report on Form 10–Q for the period ended December 31, 2016, filed with the Securities and Exchange Commission on February 9, 2017 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q, which was inadvertently filed as Exhibit 100, due to an error by the Company’s filing agent.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q/A and are listed on the “Exhibit Index” immediately following the Signatures.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IMMUNOMEDICS, INC. | |
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February 9, 2017 | By: | /s/ Cynthia L. Sullivan |
| Cynthia L. Sullivan | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
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February 9, 2017 | By: | /s/ Michael R. Garone |
| Michael R. Garone | |
| Vice President, Finance and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
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Exhibit Number |
| Description of Document |
3.1 |
| Amendment to Second Amended and Restated By-Laws of Immunomedics, Inc. (Incorporated by reference to exhibit 3.1 to the Company’s current report on Form 8-K, as filed with the Commission on November 28, 2016). |
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4.1 |
| Warrant Agreement, dated as of October 11, 2016, between the Company and Broadridge Financial Solutions, Inc., as warrant agent (Incorporated by reference to exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Commission on October 12, 2016). |
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31.1 |
| Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.* |
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31.2 |
| Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.* |
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32.1 |
| Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
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101 |
| The following financial information from this Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language) filed electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Comprehensive Loss; (iii) the Condensed Consolidated Statements of Cash Flows; and, (iv) the Notes to Unaudited Condensed Consolidated Financial Statements. |
*Filed herewith.
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