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 March 31, 2023

☐ 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) (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: 226,070,419 shares outstanding as of April 21, 2023.

Table of Contents

IMMUNOGEN, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS



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

1a.	Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	2

1b.	Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2023 and 2022	3

1c.	Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2023 and the three months ended March 31, June 30, September 30, and December 31, 2022	4

1d.	Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022	5

1e.	Notes to Consolidated Financial Statements	6

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

3.	Quantitative and Qualitative Disclosures about Market Risk	24

4.	Controls and Procedures	25

	Part II
	Other Information
1A.	Risk Factors	25

6.	Exhibits	26

	Signatures	27

Forward-looking statements

This Form 10-Q includes forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, these forward-looking statements relate to analyses and other information 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 clinical, regulatory, and other developments and data releases, commercialization efforts, 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 and other sections of this report.

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, 2022 filed with the Securities and Exchange Commission (SEC) on March 1, 2023, as updated and/or supplemented in subsequent filings with the SEC. The forward-looking statements contained herein represent our views as of the date of this Form 10-Q. 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


	March 31,		December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	201,249	$	275,138
Accounts receivable		27,342		12,596
Unbilled receivable		1,249		1,531
Non-cash royalty receivable		2,455		3,851
Inventory		614		—
Prepaid and other current assets		10,955		11,005
Total current assets		243,864		304,121
Property and equipment, net of accumulated depreciation		4,067		4,377
Operating lease right-of-use assets		9,627		10,231
Inventory, net of current portion		16,291		16,196
Other assets		14,496		14,011
Total assets	$	288,345	$	348,936
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	32,260	$	45,353
Accrued compensation		11,780		11,111
Other accrued liabilities		30,918		38,783
Current portion of liability related to the sale of future royalties, net of deferred financing costs of $150 and $162, respectively		9,014		8,659
Current portion of operating lease liability		4,213		4,096
Current portion of deferred revenue		13,444		13,856
Total current liabilities		101,629		121,858
Deferred revenue, net of current portion		34,055		36,355
Operating lease liability, net of current portion		10,049		11,148
Liability related to the sale of future royalties, net of current portion and deferred financing costs of $172 and $205, respectively		20,394		23,449
Other long-term liabilities		300		300
Total liabilities		166,427		193,110
Commitments and contingencies (Note J)
Shareholders’ equity:
Preferred stock, $.01 par value; authorized 5,000 shares; no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		—		—
Common stock, $.01 par value; authorized 600,000 shares; 226,070 and 226,046 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		2,261		2,260
Additional paid-in capital		1,854,743		1,847,638
Accumulated deficit		(1,735,086)		(1,694,072)
Total shareholders’ equity		121,918		155,826
Total liabilities and shareholders’ equity	$	288,345	$	348,936

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
	March 31,
	2023		2022
Revenues:
Product revenue, net	$	29,544	$	—
License and milestone fees		15,031		30,892
Non-cash royalty revenue related to the sale of future royalties		4,839		6,428
Research and development support		455		758
Total revenues		49,869		38,078
Cost and operating expenses:
Cost of sales		626		—
Research and development		51,620		44,282
Selling, general and administrative		40,016		16,648
Total cost and operating expenses		92,262		60,930
Loss from operations		(42,393)		(22,852)
Investment income, net		2,169		54
Non-cash interest expense on liability related to the sale of future royalties		(853)		(1,249)
Other income (expense), net		63		(98)
Net loss	$	(41,014)	$	(24,145)
Basic and diluted net loss per common share	$	(0.16)	$	(0.10)
Basic and diluted weighted-average common shares outstanding		258,848		253,263
Total comprehensive loss	$	(41,014)	$	(24,145)

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

Table of Contents

IMMUNOGEN, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

In thousands


				Additional				Total
	Common Stock			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity
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
Issuance of common stock, net of issuance costs	—		—		—		—		—
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
Net loss	—		—		—		(62,021)		(62,021)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	108		1		410		—		411
Stock option and restricted stock compensation expense	—		—		4,760		—		4,760
Directors’ deferred share unit compensation	—		—		213		—		213
Balance at June 30, 2022	220,644	$	2,206	$	1,804,934	$	(1,557,309)	$	249,831
Net loss	—		—		—		(77,755)		(77,755)
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	107		2		447		—		449
Stock option and restricted stock compensation expense	—		—		5,336		—		5,336
Directors’ deferred share unit compensation	—		—		146		—		146
Balance at September 30, 2022	220,751	$	2,208	$	1,810,863	$	(1,635,064)	$	178,007
Net loss	—		—		—		(59,008)		(59,008)
Issuance of common stock, net of issuance costs	5,167		51		25,596		—		25,647
Issuance of common stock pursuant to the exercise of stock options and employee stock purchase plan	103		1		423		—		424
Stock option and restricted stock compensation expense	—		—		10,610		—		10,610
Restricted stock units vested	25		—		—

SEC Form 10-Q filed by ImmunoGen Inc.