Lead Plaintiffs allege that all Defendants violated §10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the Individual Defendants violated §20(a) of the Exchange Act. More specifically, Lead Plaintiffs allege that, throughout the Class Period (February 9, 2018 through January 17, 2019, inclusive), Defendants made materially false and misleading statements and/or failed to disclose that Immunomedics had suffered a data integrity breach at its Morris Plains, New Jersey manufacturing facility. Lead Plaintiffs further allege that this data integrity breach imperiled a Biologics License Application (“BLA”) seeking approval of the drug sacituzumab govitecan-hziy (referred to herein as “IMMU-132”) for patients with previously treated metastatic triple negative breast cancer, which allegedly caused the price of Immunomedics’ common stock to trade at artificially inflated prices. Defendants deny the Lead Plaintiffs’ allegations in their entirety and contend that they did not violate the Exchange Act.
On January 17, 2020, Defendants filed a motion to dismiss the Consolidated Complaint for failure to state a claim under Rules 9(b) and 12(b)(6) of the Federal Rules of Civil Procedure and under the Private Securities Litigation Reform Act of 1995, 15 U.S.C. §78u-4(b) (the “PSLRA”). Lead Plaintiffs filed their opposition to the motion on March 6, 2020. Defendants filed their reply in support of the motion to dismiss on May 21, 2020. On July 31, 2020, the Court issued an order denying Defendants’ motion to dismiss. Defendants answered the Consolidated Complaint on September 11, 2020.
On July 19, 2021, Lead Plaintiffs filed their First Amended Complaint for Violation of the Federal Securities Laws (the “Amended Complaint”). On August 18, 2021, Defendants filed their Answer to the Amended Complaint.
On April 30, 2021 and January 21, 2022, Lead Plaintiffs and Defendants, respectively, exchanged expert reports related to class certification. Class certification discovery, including depositions of the Lead Plaintiffs and the parties’ respective experts, was completed by May 5, 2022. On June 2, 2022, Lead Plaintiffs moved for class certification. Defendants filed an opposition to the motion and a motion to strike portions of the testimony of Lead Plaintiffs’ expert on July 7, 2022. Lead Plaintiffs filed their omnibus reply in support of class certification and opposition to Defendants’ motion to strike on July 28, 2022, and Defendants filed an omnibus reply in support of the motion to strike and sur-reply in opposition to the motion for class certification on August 15, 2022. Lead Plaintiffs’ motion for class certification and Defendants’ motion to strike were pending at the time the parties reached an agreement to settle the Litigation.
Following the lifting of the PSLRA statutory discovery stay on July 31, 2020, and through November 2022, the parties produced approximately one million pages of documents, conducted depositions of 9 expert and fact witnesses, and served and responded to more than 700 interrogatories and requests for admission. The parties additionally served subpoenas on more than 60 third parties, which produced approximately 65,000 documents totaling over 418,000 pages. The parties participated in numerous meetings to address discovery issues, as well as in numerous discovery disputes between the parties and/or with third parties.
On November 30, 2022, the parties participated in a mediation with Bruce A. Friedman, Esq. of JAMS, an experienced mediator. The mediation was preceded by the submission of confidential mediation statements and other relevant documents. The parties engaged in good faith negotiations and at the end of the mediation session, the Settling Parties reached an agreement-in-principle to resolve the Litigation. This agreement-in-principle contemplated full releases of liability in return for a cash payment of $40 million for the benefit of the Class, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court. The Stipulation (together with the Exhibits thereto) reflects the final and binding agreement, and a compromise of all matters that are in dispute, between the Settling Parties.
Defendants deny each and all of the claims and contentions of wrongdoing alleged by Lead Plaintiffs in the Litigation, as well as any and all allegations of fault, liability, wrongdoing, or damages whatsoever arising out of any of the conduct, statements, acts, or omissions that have been alleged, or that could have been alleged, in the Litigation. Defendants contend that they did not make any materially false or misleading statements, and that they made appropriate disclosures of all material information required to be disclosed by the federal securities laws. Defendants also contend that any losses allegedly suffered by Members of the Class were not caused by any allegedly false or misleading statements by them and/or were caused by intervening events. Defendants continue to believe that the claims asserted against them in the Litigation are without merit. Defendants also maintain that they have meritorious defenses to all claims that were raised or could have been raised in the Litigation.