As filed with the Securities and Exchange Commission on August 1, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMMUNOGEN, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 04-2726691 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 830 Winter Street | |
| Waltham, Massachusetts | |
| (781) 895-0600 | 02451 |
| (Address of Principal Executive Offices) | (Zip Code) |
IMMUNOGEN, INC.
INDUCEMENT EQUITY INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Joseph J. Kenny
Vice President, Acting General Counsel, IP, and Secretary
ImmunoGen, Inc.
830 Winter Street
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 895-0600
(Telephone number, including area code, of agent for service)
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 12b-2 of the Exchange Act.
|
Large accelerated filer x Non-accelerated filer ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement registers an aggregate of 7,000,000 additional shares of common stock, par value $.01 per share (the “Common Stock”), of ImmunoGen, Inc. (the “Company”) reserved under the Company’s Inducement Equity Incentive Plan, as amended (the “Plan”). This registration statement registers additional securities of the same class as other securities for which the registration statement on Form S-8 (File No. 333-235633) filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2019 relating to the Plan, which is effective.
Pursuant to General Instruction E of Form S-8, the contents of the Company’s registration statement on Form S-8 (File No. 333-235633) filed with the Commission on December 20, 2019 are incorporated herein by reference, except as otherwise noted below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
| (a) | the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on February 28, 2022; |
| (b) | the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022 and June 30, 2022 filed with the Commission on May 6, 2022 and August 1, 2022, respectively; |
| (d) | the Company’s Current Reports on Form 8-K filed with the Commission on February 16, 2022, May 23, 2022, and June 17, 2022 (in each case, except for information contained therein which is furnished rather than filed); |
| (e) | the portions of the Company’s definitive proxy statement on Schedule 14A filed on April 26, 2022 that are incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021; and |
| (f) | the description of the Common Stock contained in the Company’s registration statement on Form 8-A filed on September 25, 1989, as amended by Amendment No. 1 thereto, filed on November 15, 1989, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, the Commonwealth of Massachusetts on this 1st day of August 2022.
| IMMUNOGEN, INC. | ||
| By: | /s/ Mark J. Enyedy | |
| Mark J. Enyedy | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Mark J. Enyedy and Susan Altschuller his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her or in his or her name, place and stead, in any and all capacities to sign any and all amendments or post-effective amendments to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |
| /s/ Mark J. Enyedy | President, Chief Executive Officer and Director (principal executive officer) | August 1, 2022 | |
| Mark J. Enyedy | |||
| /s/ Susan Altschuller | Senior Vice President and Chief Financial Officer (principal financial officer) | August 1, 2022 | |
| Susan Altschuller | |||
| /s/ Renee Lentini | Vice President, Finance (principal accounting officer) | August 1, 2022 | |
| Renee Lentini | |||
| /s/ Stephen C. McCluski | Chairman of the Board | August 1, 2022 | |
| Stephen C. McCluski | |||
| /s/ Stuart A. Arbuckle | Director | August 1, 2022 | |
| Stuart A. Arbuckle | |||
| /s/ Mark Goldberg | Director | August 1, 2022 | |
| Mark Goldberg | |||
| /s/ Tracey L. McCain | Director | August 1, 2022 | |
| Tracey L. McCain | |||
| /s/ Dean J. Mitchell | Director | August 1, 2022 | |
| Dean J. Mitchell | |||
| /s/ Kristine Peterson | Director | August 1, 2022 | |
| Kristine Peterson | |||
| /s/ Helen Thackray | Director | August 1, 2022 | |
| Helen Thackray | |||
| /s/ Richard J. Wallace | Director | August 1, 2022 | |
| Richard J. Wallace |
Exhibit 5.1
 |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
August 1, 2022
ImmunoGen, Inc.
830 Winter Street
Waltham, MA 02451
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by ImmunoGen, Inc., a Massachusetts corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 7,000,000 shares of common stock, $0.01 par value, of the Company (the “Shares”). The Shares are issuable under the Company’s Inducement Equity Incentive Plan, as amended (the “Plan”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Massachusetts Business Corporation Act.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/ Ropes & Gray LLP | |
| Ropes & Gray LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Inducement Equity Incentive Plan, as amended of ImmunoGen, Inc. of our reports dated February 28, 2022, with respect to the consolidated financial statements of ImmunoGen, Inc. and the effectiveness of internal control over financial reporting of ImmunoGen, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 1, 2022
Exhibit 107
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
IMMUNOGEN, INC.
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | |||||||||||||||||
| Equity | Common Stock, $.01 par value | 457(c) and 457(h) | 7,000,000 | $ | 4.87 | $ | 34,090,000.00 | 0.0000927 | $ | 3,160.15 | ||||||||||||||
| Total Offering Amounts | $ | 3,160.15 | ||||||||||||||||||||||
| Total Fee Offsets | $ | 0 | ||||||||||||||||||||||
| Net Fee Due | $ | 3,160.15 | ||||||||||||||||||||||
| (1) | The number of shares of common stock, par value $.01 per share (the "Common Stock"), of ImmunoGen, Inc. (the "Company") stated above consists of additional shares of Common Stock available for issuance under the Company's Inducement Equity Incentive Plan, as amended (the "Plan"), including upon exercise of outstanding options granted under the Plan. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of additional shares of Common Stock to be offered or sold as a result of the anti-dilution provisions of the Plan, including to prevent dilution resulting from any reorganization, recapitalization, reclassification, stock dividend, stock split or other similar change. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) based on the average high and low prices of the registrant’s Common Stock as reported by the Nasdaq Global Select Market on July 29, 2022 to be $5.19 and $4.54, respectively. |