IMMUNOGEN INC
10-Q/A, 1997-11-24
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                    FORM 10-Q/A
    
   
                                  AMENDMENT NO. 1
    


    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 1997
                                ------------------

                                       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 0-17999
                       -------

                                 ImmunoGen, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Massachusetts                                  04-2726691
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                             333 Providence Highway
                                Norwood, MA 02062
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (781) 769-4242
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report.)


      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  X     No
   -----     -----


      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

      At November 13, 1997 there were 23,981,264 shares of common stock, par
value $.01 per share, of the registrant outstanding.


                            Exhibit Index at Page: 13



<PAGE>   2


                                 IMMUNOGEN, INC.


                                TABLE OF CONTENTS



                                                                           Page
                                                                           ----

PART I - FINANCIAL INFORMATION

        Item 1     Financial Statements

                   Consolidated Balance Sheets as of
                   June 30, 1997 and September 30, 1997....................  3

                   Consolidated Statements of Operations
                   for the three months ended September 30,
                   1996 and 1997...........................................  4

                   Consolidated Statements of Stockholders'
                   Equity for the year ended June 30, 1997 and for
                   the three months ended September 30, 1997...............  5

                   Consolidated Statements of Cash Flows
                   for the three months ended September 30,
                   1996 and 1997...........................................  6

                   Notes to Consolidated Financial Statements..............  7

   
    

PART II - OTHER INFORMATION

   
    

        Item 6     Exhibits and Reports on Form 8-K

                   6.(a) Exhibit 27 -- Financial Data Schedule............. 11

Signatures................................................................. 12

<PAGE>   3

                          PART I-FINANCIAL INFORMATION

ITEM I. FINANCIAL INFORMATION
IMMUNOGEN, INC.
CONSOLIDATED BALANCE SHEETS
As of June 30, 1997 and September 30, 1997

   


<TABLE>
<CAPTION>
                                                                                          June 30,            September 30,
                                                                                       -------------          -------------

                                                                                                1997                   1997
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>                    <C>          
ASSETS

Cash and cash equivalents                                                              $   1,669,050          $   1,907,581
Due from minority interest holder                                                              -                    843,000
Prepaids and other current assets                                                            578,497                280,076
                                                                                       -------------          -------------

      Total current assets                                                                 2,247,547              3,030,657
                                                                                       -------------          -------------

Property and equipment, net of accumulated
   depreciation                                                                            2,929,733              2,603,270
Note receivable                                                                            1,128,910              1,155,795
Other assets                                                                                  43,700                 43,700
                                                                                       -------------          -------------

           Total assets                                                                $   6,349,890          $   6,833,422
                                                                                       =============          =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                             612,559                589,932
Accrued compensation                                                                         248,472                145,064
Other accrued liabilities                                                                    841,238                652,850
Current portion of capital lease obligations                                                  37,068                  -
Current portion of deferred lease                                                             89,160                 68,580
                                                                                       -------------          -------------

      Total current liabilities                                                            1,828,497              1,456,426
                                                                                       -------------          -------------

Deferred lease                                                                                59,436                 62,871
Minority interest                                                                              -                     53,245

Commitments

Stockholders' equity:
        Preferred stock; $.01 par value; authorized 5,000,000 shares as of
        June 30, 1997 and September 30 ,1997
               Convertible preferred stock, Series A, $.01 par value; issued
                    and outstanding 1,100  and 600 shares as of June 30, 1997
                    and September 30, 1997 (liquidation preference -  stated
                    value plus accrued but unpaid dividends per share)                            11                      6
               Convertible preferred stock, Series C, $.01 par value; issued
                    and outstanding 700 shares as of June 30, 1997
                    (liquidation preference -  stated value plus accrued but
                    unpaid dividends per share)                                                    7                  -
               Convertible preferred stock, Series D, $.01 par value; issued
                    and outstanding 1,000 shares as of June 30, 1997  and
                    September 30, 1997 (liquidation preference -  stated
                    value plus accrued but unpaid dividends per share)                            10                     10
         Common stock, $.01 par value; authorized
                    30,000,000 shares and 50,000,000 shares as of June 30, 1997
                    and September 30, 1997, respectively; issued and
                    outstanding 21,779,767 and 22,979,877 shares
                    as of June 30, 1997 and September 30, 1997, respectively                 217,797                229,798
         Additional paid-in capital                                                      144,753,538            147,334,921
                                                                                       -------------          -------------

                                                                                         144,971,363            147,564,735
   Accumulated deficit                                                                  (140,509,406)          (142,303,855)
                                                                                       -------------          -------------

      Total stockholders' equity                                                           4,461,957              5,260,880
                                                                                       -------------          -------------

           Total liabilities and stockholders' equity                                  $   6,349,890          $   6,833,422
                                                                                       =============          =============
</TABLE>
    








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

                                        3



<PAGE>   4
IMMUNOGEN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30, 1996 and 1997


<TABLE>
<CAPTION>
                                                                     Three Months Ended September 30,
                                                                  --------------------------------------

                                                                      1996                       1997
                                                                  -----------                -----------

<S>                                                               <C>                        <C>        
Revenues:
   Development fees                                               $    82,156                $    77,000
   Interest                                                            50,417                     45,872
   Licensing                                                            5,643                        597
                                                                  -----------                -----------

      Total revenues                                                  138,216                    123,469
                                                                  -----------                -----------


Expenses:
   Research and development                                         1,946,034                  1,552,543
   General and administrative                                         438,120                    379,270
   Interest                                                            66,862                      1,555

                                                                  -----------                -----------
      Total expenses                                                2,451,016                  1,933,368
                                                                  -----------                -----------


Loss before income taxes and minority interest                     (2,312,800)                (1,809,899)

Income tax expense                                                        666                        606
                                                                  -----------                -----------

Net loss before minority interest                                  (2,313,466)                (1,810,505)
                                                                  -----------                -----------

Minority interest in net loss of consolidated subsidiary                -                        (27,605)

Net loss                                                           (2,313,466)                (1,782,900)

Dividends on convertible preferred stock                                -                         11,549
                                                                  -----------                -----------

Net loss to common shareholders                                   $(2,313,466)               $(1,794,449)
                                                                  ===========                ===========


Loss per common share                                             $     (0.14)               $     (0.08)
                                                                  ===========                ===========

Shares used in computing loss
   per share amounts                                               16,914,771                 22,533,758
                                                                  ===========                ===========
</TABLE>



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

                                       4



<PAGE>   5
IMMUNOGEN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the year ended June 30,1997 and the quarter ended September 30, 1997

   
<TABLE>
<CAPTION>
                                                              Common Stock                     Preferred Stock
                                                 ------------------------------------   -----------------------------
                                                                          Additional                       Additional    
                                                                           Paid-in                          Paid-in      
                                                   Shares       Amount     Capital      Shares   Amount     Capital      
                                                 ----------   ---------  ------------   ------   ------   -----------    

<S>                                              <C>          <C>        <C>             <C>      <C>     <C>            
Balance at June 30, 1996                         16,599,855     165,999   128,525,884      -       -              -      
                                                 ----------   ---------  ------------   ------    ----    -----------    

Stock options exercised                              54,644         545        87,310      -       -              -      
Issuance of common stock                             41,481         415        69,585      -       -              -      
Conversion of convertible debentures                                                         
     into common stock                              351,662       3,517     1,315,217      -       -              -      
Exchange of convertible debentures for                                                  
     series A convertible preferred stock               -           -             -      2,500      25      4,749,586    
Issuance of Series B Convertible                                                                                         
     Preferred Stock                                                                     3,000      30      3,486,342    
Issuance of Series C Convertible                                                                                         
     Preferred Stock                                    -           -             -      3,000      30      4,720,003    
Issuance of Series D Convertible                                                                                         
     Preferred Stock                                    -           -             -      1,000      10      1,287,092    
Conversion of Series A Convertible                                                                                       
     Preferred Stock into common stock            1,328,744      13,287     2,766,405   (1,400)    (14)    (2,659,763)   
Conversion of Series B Convertible                                                                                       
     Preferred Stock into common stock            1,384,823      13,848     3,539,221   (3,000)    (30)    (3,486,342)   
Conversion of Series C Convertible                                                                                       
     Preferred Stock into common stock            2,018,558      20,186     2,956,928   (2,300)    (23)    (2,910,669)   
Compensation for put right                              -           -             -        -       -          306,739    
Dividends on convertible preferred stock                -           -             -        -       -              -      
Net loss for the year ended June 30, 1997               -           -             -        -       -              -      
                                                 ----------   ---------  ------------   ------    ----    -----------    

Balance at June 30, 1997                         21,779,767   $ 217,797  $139,260,550    2,800    $ 28    $ 5,492,988    
                                                 ==========   =========  ============   ======    ====    ===========    

Conversion of Series A Convertible 
     Preferred Stock into common stock              498,930       4,989       997,120     (500)     (5)      (949,916)   
Conversion of Series C Convertible 
     Preferred Stock into common stock              701,180       7,012     1,126,815     (700)     (7)    (1,101,334)   
Value ascribed to ImmunoGen Warrants
     issued to BioChem                                  -           -       2,614,123      -       -              -      
Legal fees associated with Biochem 
     transaction                                        -           -        (105,425)     -       -              -      
Dividends on convertible preferred stock                -           -             -        -       -              -      
Net loss for the quarter ended 
     September 30, 1997                                 -           -             -        -       -              -      
                                                 ----------   ---------  ------------   ------    ----    -----------    

Balance at September 30, 1997                    22,979,877   $ 229,798  $143,893,183    1,600    $ 16    $ 3,441,738    
                                                 ==========   =========  ============   ======    ====    ===========    

<CAPTION>
                                                                      Total       
                                                   Accumulated    Stockholders'   
                                                     Deficit         Equity       
                                                 -------------    -------------   
                                                                                             
<S>                                              <C>               <C>            
Balance at June 30, 1996                          (127,914,500)        777,383    
                                                 -------------     -----------    

Stock options exercised                                    -            87,855    
Issuance of common stock                                   -            70,000    
Conversion of convertible debentures                                              
     into common stock                                     -         1,318,734    
Exchange of convertible debentures for                                            
     series A convertible preferred stock                  -         4,749,611    
Issuance of Series B Convertible                                                  
     Preferred Stock                                                 3,486,372    
Issuance of Series C Convertible                                                  
     Preferred Stock                                       -         4,720,033    
Issuance of Series D Convertible                                                  
     Preferred Stock                                       -         1,287,102    
Conversion of Series A Convertible                                                
     Preferred Stock into common stock                     -           119,915    
Conversion of Series B Convertible                                                
     Preferred Stock into common stock                     -            66,697    
Conversion of Series C Convertible                                                
     Preferred Stock into common stock                     -            66,422    
Compensation for put right                                 -           306,739    
Dividends on convertible preferred stock            (3,511,510)     (3,511,510)   
Net loss for the year ended June 30, 1997           (9,083,396)     (9,083,396)   
                                                 -------------     -----------    
                                                                                  
Balance at June 30, 1997                         $(140,509,406)    $ 4,461,957    
                                                 =============     ===========    
                                                                                  
Conversion of Series A Convertible                                                
     Preferred Stock into common stock                     -            52,188    
Conversion of Series C Convertible                                                
     Preferred Stock into common stock                     -            32,486    
Value ascribed to ImmunoGen Warrants                                              
     issued to BioChem                                     -         2,614,123
Legal fees associated with Biochem                                                
     transaction                                           -          (105,425)   
Dividends on convertible preferred stock               (11,549)        (11,549)   
Net loss for the quarter ended                                                    
     September 30, 1997                             (1,782,900)     (1,782,900)   
                                                 -------------     -----------    
                                                                                  
Balance at September 30, 1997                    $(142,303,855)    $ 5,260,880
                                                 =============     ===========    
</TABLE>
    



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

                                        5
<PAGE>   6

IMMUNOGEN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
For the three months ended September 30, 1996 and 1997


<TABLE>
<CAPTION>
                                                                                           September 30,
                                                                                ------------------------------------

                                                                                    1996                     1997
                                                                                -----------              -----------

      <S>                                                                       <C>                      <C>         
      Cash flows from operating activities:
         Net loss                                                               $(2,313,082)             $(1,794,449)
         Adjustments to reconcile net loss to net
            cash used for operating activities:
              Depreciation and amortization                                         446,396                  326,463
              Loss on sale of property and equipment                                  2,934                    -  
              Accretion of interest on note receivable                              (29,037)                 (26,885)
              Dividends payable                                                       -                       11,549
               Minority interest in net loss of consolidated subsidiary               -                      (27,605)
              Amortization of deferred lease                                          -                      (17,145)
              Changes in operating assets and liabilities:
                Other current assets                                               (102,619)                 298,421
                Accounts payable                                                    320,984                  (22,627)
                Accrued compensation                                                (75,157)                (103,408)
                Other accrued liabilities                                           (95,701)                (115,263)
                                                                                -----------              -----------
      
              Net cash used for operating activities                             (1,845,282)              (1,470,949)
                                                                                -----------              -----------
      
      Cash flows from investing activities:
         Proceeds from sale of property and equipment                                15,183                    -  
                                                                                -----------              -----------
      
              Net cash (used for) provided by
                investing activities                                                 15,183                    -  
                                                                                -----------              -----------
      
      Cash flows from financing activities:
         Proceeds from issuance of ATI convertible preferred stock                    -                    1,851,973
         Stock issuances, net                                                        23,458                    -  
         Principal payments on capital lease obligations                            (34,398)                 (37,068)
         Financing costs                                                              -                     (105,425)
                                                                                -----------              -----------
      
              Net cash provided by (used for)
               financing activities                                                 (10,940)               1,709,480
                                                                                -----------              -----------
      
      Net change in cash and cash equivalents                                    (1,841,039)                 238,531
                                                                                -----------              -----------
      
      Cash and cash equivalents, beginning balance                                2,796,636                1,669,050
                                                                                -----------              -----------
      
      Cash and cash equivalents, ending balance                                 $   955,597              $ 1,907,581
                                                                                ===========              ===========
      
      
      Supplemental disclosure of cash flow information:
      
         Cash paid for interest                                                 $     4,569              $     1,555
                                                                                ===========              ===========
      
         Cash paid (refunded) for income taxes                                  $     1,197              $     2,027
                                                                                ===========              ===========
      
      Supplemental disclosure of noncash financing activities:
      
          Conversion of convertible debentures including accrued interest         1,318,734                    -   
                                                                                ===========              ===========
          Conversion of Series A Preferred Stock to Common  Stock               $     -                  $   949,921
                                                                                ===========              ===========
          Conversion of Series C Preferred Stock to Common  Stock               $     -                  $ 1,101,341
                                                                                ===========              ===========
          Due from minority interest holder                                     $     -                  $   843,000
                                                                                ===========              ===========
          Minority interest                                                     $     -                  $   808,500
                                                                                ===========              ===========
</TABLE>



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


                                        6



<PAGE>   7

                                 IMMUNOGEN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A. In the opinion of management, the accompanying financial statements include
all adjustments, consisting of only normal recurring accruals, necessary to
present fairly the consolidated financial position, results of operations and
cash flows of ImmunoGen, Inc. (the "Company"), which include those of its
wholly-owned subsidiary, ImmunoGen Securities Corp., and its 95%-owned
subsidiary, Apoptosis Technology, Inc. ("ATI"). The financial disclosures herein
should be read in conjunction with the Company's Annual Report on Form 10-K for
the year ended June 30, 1997.

The Company has been unprofitable since inception and expects to incur net
losses over the next several years, assuming it is able to raise sufficient
working capital to continue operations. The Company's cash resources at
September 30, 1997 were approximately $1.9 million. This amount includes
$330,000 received in July 1997 from the assignee of the Company's facility and
equipment leases at its Canton, Massachusetts facility. In October 1997, the
Company received $225,000 under a $750,000 grant from the Small Business
Innovation Research (SBIR) Program of the National Cancer Institute awarded in
July 1997 to advance development over a two-year period of the Company's lead
product candidate, huC242-DM1. Also in October 1997, ATI received $843,000 under
a research and collaboration agreement with a large biopharmaceutical company
(see footnote D.). This collaboration is expected to provide significant funding
for ATI's operations for a period of time, initially three years, as well as
milestone and royalty payments. Under the terms of the collaboration, the entire
$11.125 million investment must be used to finance the research program with the
biopharmaceutical company. The Company continues actively to seek additional
capital by pursuing one or more financing transactions and/or strategic
partnering arrangements. While the Company remains hopeful that it will be able
to consummate an additional financing transaction in the near term, no assurance
can be given that such financing will be available to the Company on acceptable
terms, if at all. If the Company is unable to obtain financing on acceptable
terms in order to maintain operations, it could be forced to further curtail or
discontinue its operations.

B. In October 1996, the Company's $2.5 million debenture issued in June 1996 was
converted into 2,500 shares of the Company's Series A Convertible Preferred
Stock, with a stated value of $1,000 per share (the "Series A Stock"). Holders
of the Series A Stock are entitled to receive, when and as declared by the Board
of Directors, cumulative dividends at a rate per share equal to 9% per annum in
cash or, at the Company's option, in shares of the Company's Common Stock, $.01
par value per share ("Common Stock"), in arrears on the conversion date. The
2,500 shares of Series A Stock are convertible into the same number of shares of
Common Stock as the $2.5 million debenture. Each share of Series A Stock is
convertible into a number of shares of



                                        7


<PAGE>   8

Common Stock determined by dividing the $1,000 stated value per share by the
lesser of (i) 85% of the average of the closing bid prices for the Common Stock
for the five consecutive trading days prior to the conversion date, and (ii)
$2.50 (subject to certain adjustments). In addition, holders of the Series A
Stock are entitled to receive, on conversion of the Series A Stock, a number of
warrants equal to 50% of the number of shares of Common Stock issued on
conversion. As of September 30 and October 20, 1997, 1,900 shares of Series A
Stock and accumulated dividends thereon had been converted into 1,827,674 shares
of Common Stock. In connection with that conversion, warrants to purchase
913,837 shares of Common Stock were issued. These warrants have an exercise
price of $4 per share and expire in 2002.

C. In October 1996, the Company entered into a financing agreement (the "October
1996 Private Placement") with an institutional investor under which the Company
was granted the right to require the investor to purchase up to $12.0 million of
convertible preferred stock from the Company in a series of private placements.
Pursuant to the October 1996 Private Placement, the Company sold 3,000 shares of
its 9% Series B Convertible Preferred Stock, with a stated value of $1,000 per
share ("Series B Stock"). As of February 4, 1997, all 3,000 shares of Series B
Stock plus accumulated dividends thereon had been converted into 1,384,823
shares of the Company's Common Stock. In connection with the issuance of the
Series B Stock, warrants to purchase 500,000 shares of Common Stock were also
issued. These warrants have a value of $618,900, which was accounted for as
non-cash dividends to holders of Common Stock at the time of issuance of the
Series B Stock. Of these 500,000 warrants, 250,000 warrants are exercisable at
$5.49 per share and expire in October 2001. The remaining 250,000 warrants are
exercisable at $3.68 per share and expire in January 2002.

In January 1997, the Company sold 3,000 shares of its 9% Series C Convertible
Preferred Stock, with a stated value of $1,000 per share ("Series C Stock"), in
connection with the October 1996 Private Placement. The Series C Stock was
convertible into a number of shares of Common Stock determined by dividing
$1,000 by the lower of (i) $2.61 and (ii) 85% of the market price of the
Company's Common Stock at the time of conversion. As of September 30, 1997, all
3,000 shares of Series C Stock plus accumulated dividends thereon had been
converted into 2,719,738 shares of the Company's Common Stock. In connection
with the Series C Stock, warrants to purchase 1,147,754 shares of Common Stock
were issued to the investor. These warrants are exercisable at $2.31 per share
and expire in April 2002. The $1.2 million value of these warrants was accounted
for as non-cash dividends to holders of Common Stock at the time of issuance of
the Series C Stock.

Also pursuant to the October 1996 Private Placement, the Company in June 1997
sold 1,000 shares of its 9% Series D Convertible Preferred Stock, with a stated
value of $1,000 per share ("Series D Stock"), bringing the aggregate amount
received under the October 1996 Private Placement to $7.0 million. The Series D
Stock is convertible at any time into a number of shares of Common Stock
determined by dividing $1,000 by the lower of (i) $1.4375 and (ii) 85% of the


                                       8

<PAGE>   9

market price of the Common Stock at the time of conversion. As of September 30,
1997, no Series D Stock had been converted into Common Stock. As of October 20,
1997, 650 shares of Series D Stock and accumulated dividends thereon had been
converted into 627,000 shares of the Company's Common Stock. In addition,
because conversion of the Series D Stock did not occur until after the eightieth
day following its issue date, the investor received warrants to purchase 454,545
shares of Common Stock in connection with the Series D Stock. These warrants
have an exercise price of $1.94 per share and expire in 2002. The $278,000 value
of these warrants was determined at the time of issuance of the Series D Stock
and was accounted for as non-cash dividends to holders of Common Stock at that
time. No additional warrants are issuable in connection with the Series D Stock.

Under the October 1996 Private Placement, the Company had the right to require
the investor to purchase up to $12.0 million of convertible preferred stock from
the Company in a series of private placements, subject to certain conditions.
However, because minimum stock price and minimum market capitalization
requirements have not been maintained, the investor is no longer obligated to
fund the remaining $5.0 million which had been available to the Company under
this agreement. In addition, the Company continues actively to pursue other
potential sources of financing. However, there can be no assurance that the
investor will provide such funding to the Company on acceptable terms, if at
all, or that the Company will be able to secure financing from other investors.

D. In July 1997, ATI entered into a collaboration with BioChem Pharma Inc.
("BioChem"), a Canadian biopharmaceutical company. The agreement grants BioChem
an exclusive, worldwide license to ATI's proprietary screens based on two
families of proteins involved in apoptosis, for use in identifying leads for
anti-cancer drug development. The agreement also covers the development of new
screens in two areas.

Under the agreement, BioChem will invest a total of $11.125 million in
non-voting convertible preferred stock of ATI in a series of private placements
over a three-year period to be used exclusively to fund research conducted under
the collaboration during a three-year research term. In August and October 1997,
BioChem paid ATI $1.852 million and $843,000, respectively, under this
agreement. The balance of $8.430 million will be paid in equal quarterly
payments of $843,000. The preferred stock is convertible into ATI common stock
at any time after three years from the date of first issuance of such stock, at
a conversion price equal to the then current market price of the ATI common
stock, but in any event at a price that will result in BioChem acquiring at
least 15% of the then outstanding ATI common stock. 


                                        9

<PAGE>   10

The research agreement may be extended beyond the initial three-year term, on
terms substantially similar to those for the original term. BioChem will also
make milestone payments of up to $15.0 million for each product over the course
of its development. In addition, ATI will receive royalties on any future
worldwide sales of products resulting from the collaboration. BioChem's
obligation to provide additional financing to ATI each quarter is subject to
satisfaction of specified conditions, including a condition with respect to the
level of ATI's cash and other resources in addition to the financing.

   
As part of the agreement, BioChem receives warrants to purchase shares of
ImmunoGen Common Stock equal to the amount invested in ATI during the three-year
research term. These warrants will be exercisable for a number of shares of
ImmunoGen's Common Stock determined by dividing the amount of BioChem's
investment in ATI by the market price of the ImmunoGen Common Stock on the
exercise date, subject to certain limitations. The exercise price is payable
either in cash or shares of ATI preferred stock, at BioChem's option. The
warrants are expected to be exercised only in the event that the shares of ATI
common stock do not become publicly traded. In the event that ATI common stock
does not become publicly traded, the Company expects that BioChem will use its
shares of ATI preferred stock, in lieu of cash, to exercise the warrants. For
the three months ended September 30, 1997, 2,695 shares of ATI preferred stock
were issued or issuable, resulting in a 3.5% minority interest in the net loss
of ATI. The minority interest portion of ATI's loss for the quarter reduced
ImmunoGen's net loss by $27,600, as reflected in the statements of operations.
In addition, because the investment is comprised of securities potentially
issuable by both the Company and ATI, only a portion of which is allocable to
the ATI securities, management had estimated the relative value of the
investment in ATI securities, based on a preliminary appraisal by an independent
valuation consultant as of November 14, 1997, to be approximately 30%, or
approximately $809,000, of the total investment to date, and had reflected this
amount as minority interest on the Company's consolidated balance sheet.
However, on November 20, 1997, subsequent to the filing date of the Company's
Quarterly Report on Form 10-Q, management received a final appraisal from the
independent valuation consultant and completed its analysis of the allocation of
BioChem's investment between the minority interest in ATI and the value ascribed
to the ImmunoGen warrants. Based on that analysis, approximately 3%, or
approximately $81,000, has been allocated to the minority interest in ATI, with
the remainder, or approximately $2.6 million, allocated to ImmunoGen equity.
Accordingly, the Company has restated its financial statements for the quarter
ended September 30, 1997 to reflect the results of the completed appraisal.
    

E. In 1997, the Financial Accounting Standards Board released the Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share." SFAS
128 specifies the computation, presentation and disclosure requirements for
earnings per share and is substantially similar to the standards recently issued
by the International Accounting Standards (IAS 33), "Earnings Per Share." SFAS
128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. SFAS 128 requires restatement of
all prior-period earnings per share data presented. Management has not yet
determined the impact, if any, of SFAS 128 on the Company's financial
statements.







                                       10

<PAGE>   11

   
    

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits

                 
   
               Exhibit

                  3.1      Articles of Amendment of the Registrant

                 10.1      Warrant Certificate Dated September 16, 1997 issued
                           to Southbrook International Investments, Ltd.
 
                 10.2      Warrant Certificate Dated July 31, 1997 issued to 
                           Capital Ventures International

                 10.3      Warrant Certificate Dated August 1, 1997 issued to 
                           Capital Ventures International

                 10.4      Warrant Certificate Dated August 21, 1997 issued to 
                           Capital Ventures International
                      
                 10.5      Warrant Certificate Dated October 6, 1997 issued to
                           BioChem Pharma (International) Inc.

                 27        Financial Data Schedule
    


   
                                       11
    


<PAGE>   12

                                   SIGNATURES


      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.



                                    IMMUNOGEN, INC.




   
Date: November 24, 1997             By: /s/ Mitchel Sayare
                                        ---------------------------------
                                        Mitchel Sayare
                                        Chief Executive Officer
                                        (principal executive officer)



Date: November 24, 1997             By: /s/ Kathleen A. Carroll
                                        ---------------------------------
                                        Kathleen A. Carroll
                                        Vice President,
                                        Finance and Administration
                                        (principal financial officer)

    




   
                                      12
    



<PAGE>   13

                                 IMMUNOGEN, INC.

                                  EXHIBIT INDEX


Exhibit

   
    

27          Financial Data Schedule











   
                                       13
    








<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS AS AND FOR THE PERIOD ENDED SEPTEMBER 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,907,581
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,030,657
<PP&E>                                      14,738,186
<DEPRECIATION>                              12,134,916
<TOTAL-ASSETS>                               6,833,422
<CURRENT-LIABILITIES>                        1,456,426
<BONDS>                                              0
                                0
                                  3,441,738
<COMMON>                                   143,893,183
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 6,833,422
<SALES>                                              0
<TOTAL-REVENUES>                               123,469
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,931,813
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,555
<INCOME-PRETAX>                            (1,809,899)
<INCOME-TAX>                                       606
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,794,449)
<EPS-PRIMARY>                                   (0.08)
<EPS-DILUTED>                                   (0.08)
        




</TABLE>


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