{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-013712","form_type":"8-K","ticker":null,"cik":"0000855654","company_name":"ImmunoGen, Inc.","filed_at":"2024-02-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.064558+00:00","generated_at":"2026-06-06T04:36:25.902211+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"ImmunoGen acquired by AbbVie for $31.26/share in $10.1B deal completed Feb 12, 2024","bullets":["Shareholders received $31.26 per share cash; total equity value ~$10.1B.","ImmunoGen stock ceased trading on Nasdaq; delisting and deregistration initiated.","All outstanding stock options and RSUs vested and converted to cash at $31.26/share.","Board of directors resigned; new directors appointed by AbbVie effective at close.","Loan agreement with BioPharma Credit repaid in full; security interests released."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-013712","json":"https://secwatch.observer/filing/0001104659-24-013712.json","markdown":"https://secwatch.observer/filing/0001104659-24-013712.md","text":"https://secwatch.observer/filing/0001104659-24-013712.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/tm245856d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T04:36:25.902211+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0a802a216a","claim":"Tracey L. McCain departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"362e77d466","claim":"Richard J. Wallace departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5c01013243","claim":"Mark A. Goldberg departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"66c563c48d","claim":"Stuart A. Arbuckle departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a4ebffd414","claim":"Stephen C. McCluski departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ac12d5653f","claim":"Helen Thackray departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ba3b8368be","claim":"Dean J. Mitchell departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e3df2ab35a","claim":"Mark J. Enyedy departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f1c679d663","claim":"Kristine Peterson departed as Director at ImmunoGen, Inc..","evidence_excerpt":"In connection with the Merger, effective as of the Effective Time, Stephen C. McCluski, Stuart A. Arbuckle, Mark J. Enyedy, Mark A. Goldberg, Tracey L. McCain, Dean J. Mitchell, Kristine Peterson, Helen Thackray, and Richard J. Wallace ceased to be members of the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"1b72ea78e9b63c20df8116a713e03ca71ac64c58","claim":"ImmunoGen, Inc.: Amended and restated the articles of organization in their entirety.","evidence_excerpt":"the amended and restated articles of organization of the Company and the amended and restated by-laws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"8a81fda0bbd0ffb8bd86ef903838140a4845dc65","claim":"ImmunoGen, Inc.: Amended and restated the by-laws in their entirety.","evidence_excerpt":"the amended and restated by-laws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"69bd75ffbb510f24ee5af3b5b437e31f4279493e","claim":"ImmunoGen, Inc. underwent a change of control involving AbbVie Inc. for $31.26 per share in cash (closed 2024-02-12).","evidence_excerpt":"excluded Company Common Shares as set forth in the Merger Agreement (such shares, the “Excluded Shares”)) was converted into the right to receive an amount in cash equal to $31.26, without interest (the “Merger Consideration”). Each option to purchase Company Common Shares (a “Company Stock Option”), each restricted stock unit award in respect of","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"AbbVie Inc."},{"label":"Consideration","value":"$31.26 per share in cash"},{"label":"Closing","value":"2024-02-12"}],"fact_type":"ma_transaction"},{"claim_id":"705743641620ac71c2b505d755bb584334e9add3","claim":"ImmunoGen, Inc. terminated Loan Agreement with BPCR Limited Partnership, BioPharma Credit Investments V (Master) LP, BioPharma Credit PLC (effective 2024-02-12).","evidence_excerpt":"ImmunoGen repaid in full the obligations then owed under the Loan Agreement (the “Loan Agreement”), dated as of April 6, 2023, by and among the Company, as the borrower, certain subsidiaries of the Company party thereto from time to time, as guarantors, BPCR Limited Partnership, as a lender, BioPharma Credit Investments V (Master) LP, as a lender, and BioPharma Credit PLC, as collateral agent for the lenders, and upon the receipt of such payment by BPCR Limited Partnership and BioPharma Credit Investment V (Master) LP, as applicable, all obligations under the Loan Agreement and related collateral documents, other than certain continuing indemnity obligations and other obligations which, by the express terms of the Loan Agreement and related ancillary documents, survive the termination of the Loan Agreement, were terminated and all security interests in the collateral securing the loans were released.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/855654/000110465924013712/0001104659-24-013712-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"BPCR Limited Partnership, BioPharma Credit Investments V (Master) LP, BioPharma Credit PLC"},{"label":"Effective","value":"2024-02-12"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}