Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 23, 2020, Gilead Sciences, Inc., a Delaware corporation ("Gilead"), filed with the Securities and Exchange Commission ("SEC") a Current Report on Form 8-K (the "Initial Report") to report the completion of Gilead's acquisition of Immunomedics, Inc., a Delaware corporation ("Immunomedics") in accordance with the terms of an Agreement and Plan of Merger entered into on September 13, 2020 among Gilead, Immunomedics and Maui Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Gilead. As a result, Immunomedics became a wholly-owned subsidiary of Gilead.

This Current Report on Form 8-K/A amends the Initial Report to include the following historical financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were previously omitted from the Initial Report as permitted by Item 9.01(a)(4): (a) the audited consolidated balance sheets of Immunomedics as of December 31, 2019 and 2018, the related consolidated statements of comprehensive loss, changes in stockholders' equity, and cash flows for the year ended December 31, 2019, the six-month transition period ended December 31, 2018, and each of the years in the two-year period ended June 30, 2018, the related notes (collectively, the "consolidated financial statements"), the related report of KPMG LLP, Immunomedics' independent registered public accounting firm and management's report on internal control over financial reporting for the year ended December 31, 2019, which are incorporated by reference as Exhibit 99.1 hereto, (b) the unaudited condensed consolidated financial statements of Immunomedics as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 and the related notes, which are incorporated by reference as Exhibit 99.2 hereto, and (c) the unaudited pro forma condensed combined financial information of Gilead giving effect to the acquisition of Immunomedics (the "pro forma financial information"), which includes the unaudited pro forma condensed combined balance sheet as of June 30, 2020, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and for the six months ended June 30, 2020 and the related notes, and which is filed herewith as Exhibit 99.3 and included herein.

The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition of Immunomedics occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that Gilead will experience after the acquisition.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The historical audited consolidated balance sheets of Immunomedics as of December 31, 2019 and 2018, the related consolidated statements of comprehensive loss, change in stockholders' equity, and cash flows for the year ended December 31, 2019, the six-month transition period ended December 31, 2018, and each of the years in the two-year period ended June 30, 2018, the related notes, the related Report of Independent Registered Public Accounting Firm thereon and management's report on internal control over financial reporting for the year ended December 31, 2019 are incorporated by reference as Exhibit 99.1 hereto.

The unaudited condensed consolidated financial statements of Immunomedics as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 and the related notes are incorporated by reference as Exhibit 99.2 hereto.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of Gilead, giving effect to the acquisition of Immunomedics, which includes the unaudited pro forma condensed combined balance sheet as of June 30, 2020, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and for the six months ended June 30, 2020 and the related notes, is filed herewith as Exhibit 99.3 and included herein.





(c) Exhibits



Exhibit   Description
Number

  23.1      Consent of KPMG LLP, independent registered public accounting firm of
          Immunomedics.

  99.1      The historical audited consolidated balance sheets of Immunomedics as
          of December 31, 2019 and 2018, the related consolidated statement of
          comprehensive loss, changes in stockholders' equity and cash flows for
          the year ended December 31, 2019, the six-month transition period ended
          December 31, 2018, and each of the years in the two-year period ended
          June 30, 2018, the related notes and the related report of KPMG LLP,
          independent registered public accounting firm of Immunomedics thereon
          (incorporated by reference to Immunomedics' Annual Report on Form 10-K
          (File No. 000-12104) for the year ended December 31, 2019, as filed
          with the SEC on February 27, 2020).



  99.2     The unaudited condensed consolidated financial statements of
         Immunomedics as of June 30, 2020 and for the six months ended June 30,
         2020 and 2019 and the related notes (incorporated by reference to
         Immunomedics' Quarterly Report on Form 10-Q (File No. 000-12104) for the
         six months ended June 30, 2020, as filed with the SEC on August 5,
         2020).



  99.3     The unaudited pro forma condensed combined financial information of
         Gilead, giving effect to the acquisition of Immunomedics, which includes
         the unaudited pro forma condensed combined balance sheet as of June 30,
         2020, the unaudited pro forma condensed combined statements of
         operations for the year ended December 31, 2019 and for the six months
         ended June 30, 2020 and the related notes.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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