Summary of IMMUNOMEDICS INC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement.

On February 22, 2013, Immunomedics, Inc., a Delaware corporation (the "Company"), announced that it has priced its previously announced underwritten public offering pursuant to which the Company issued and sold an aggregate of 6,086,956 shares of its common stock, par value $0.01 per share (the "Common Stock"), at a purchase price of $2.30 per share, for aggregate gross proceeds of approximately $14,000,000, before deducting estimated fees and expenses associated with the offering (the "Offering"). Pursuant to the terms of the Underwriting Agreement (the "Underwriting Agreement") entered into by and among the Company and Oppenheimer & Co. Inc. and Cowen and Company, LLC (collectively, the "Underwriters"), the Company granted to the Underwriters a 30-day option to purchase up to an additional 913,044 shares of Common Stock to cover overallotments. The closing is expected to take place on February 27, 2013, subject to the satisfaction of customary closing conditions. The shares of common stock offered by the Company in this transaction were registered under the Company's existing shelf registration statement on Form S-3, as amended (File No. 333-184377), which was declared effective by the Securities and Exchange Commission on October 26, 2012.

The Company will pay the Underwriters an aggregate fee equal to 6.0% of the gross proceeds of the Offering equal to approximately $840,000, plus estimated expenses of the Offering equal to approximately $360,000.

A copy of each of the form of Underwriting Agreement and the related press release of the Company, dated February 22, 2013, are filed herewith as Exhibits 1.1 and 99.1, respectively, and are incorporated herein by reference. The foregoing description of the Offering by the Company and the documents related thereto, is qualified in its entirety by reference to such Exhibits.

Item 9.01 Financial Statements and Exhibits.

Exhibits.



Exhibit No.       Description

 1.1              Form of Underwriting Agreement by and among the Company and the
                  Underwriters dated February 22, 2013.

 5.1              Opinion of DLA Piper LLP (US) (for the Company's common stock
                  offering on February 22, 2013, expected to close on February 27,
                  2013).

99.1              Press Release of the Company dated February 22, 2013.