Immunomedics Inc – ‘424B3’ on 2/13/98

As of:  Friday, 2/13/98   ·   Accession #:  722830-98-6   ·   File #:  333-44501

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            15    102K 

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PROSPECTUS                                     Filed Pursuant to Rule 424(b)(3) 
                                                    Registration No. 333-44501

7,447,000 Shares

IMMUNOMEDICS, INC.

Common Stock

        This Prospectus  relates to a maximum of 7,447,000 shares (the "Shares")
of common stock, par value $.01 per share (the "Common Stock"), of Immunomedics,
Inc., a Delaware corporation (the "Company"),  consisting of (i) up to 7,272,000
shares issuable from time to time, under certain circumstances, to Cripple Creek
Securities,   LLC,  a  Delaware   limited   liability   company  (the   "Selling
Stockholder"),  pursuant to the terms of the  Structured  Equity  Line  Flexible
Financing Agreement (the "Equity Line"),  dated as of December 23, 1997, between
the Company and the Selling  Stockholder and (ii) up to 175,000 shares of Common
Stock  issuable  upon  exercise  of certain  warrants  issuable  to the  Selling
Stockholder pursuant to the Equity Line. See "The Company - Equity Line."       

        The  shares of Common  Stock  being  registered  hereby  constitute  the
maximum number of shares issuable by the Company pursuant to the Equity Line. As
more fully set forth herein, the Company may issue a significantly  fewer number
of Shares  and,  in any event,  may not issue  more than $3.5  million of Common
Stock in any three-month investment period. See "The Company - Equity Line."    

        The Shares may be offered  from time to time by the Selling  Stockholder
after the date of this  Prospectus.  The Company  will not receive any  proceeds
from the sale of the Shares by the  Selling  Stockholder  but will  receive  the
proceeds  upon the  issuance  of  Shares,  if any,  to the  Selling  Stockholder
pursuant to the Equity Line and upon  exercise of the warrants,  although  there
can be no assurance that any Shares will be issued under the Equity Line or that
any warrants will be exercised.  See "Use of Proceeds." The Company will pay all
expenses in connection with the registration and sale of the Shares, except that
the  Selling  Stockholder  will pay any  commissions,  discounts  or other  fees
payable to brokers and  dealers in  connection  with any such sale.  The Company
estimates that its expenses of this offering will be approximately $100,000.    

        The Selling  Stockholder  has not  advised  the Company of any  specific
plans for the distribution of the Shares other than as described herein,  but it
is  anticipated  that the  Shares  will be sold from time to time  primarily  in
transactions  (which may include block  transactions) on The NASDAQ Stock Market
at the market price  prevailing at the time of sale,  although sales may also be
made in negotiated  transactions  or otherwise.  There can be no assurances that
any of the Shares will be sold. See "Plan of Distribution."                     

        The Selling  Stockholder may be deemed to be an "Underwriter" as defined
in the Securities Act of 1933 (the "Securities  Act"). If any broker-dealers are
used to effect  sales,  any  commissions  paid to such  broker-dealers  and,  if
broker-dealers purchase any of the Shares as principals, any profits received by
such  broker-dealers  on  the  resale  of  the  Shares,  may  be  deemed  to  be
underwriting discounts or commissions under the Securities Act. In addition, any
profits  realized by the Selling  Stockholder  may be deemed to be  underwriting
commissions.                                                                    

        The Common Stock currently is traded on The NASDAQ National Market under
the  symbol  "IMMU." On  February  10,  1998,  the last sale price of the Common
Stock, as reported by The NASDAQ National Market, was $4-13/16 per share.       

        See  "Risk  Factors",  which  begins on page 6 of this  Prospectus,  for
certain information that should be considered by prospective investors.         

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is February 13, 1998

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 AVAILABLE INFORMATION

        The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of  1934  (the  "Exchange  Act")  and,  in  accordance
therewith,  files periodic reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other  information filed with the Commission may be inspected and
copied at the Public  Reference  Section of the  Commission at 450 Fifth Street,
N.W., Washington,  D.C. 20549, at the regional offices of the Commission located
at 500 West Madison  Street,  Suite 1400,  Chicago,  Illinois  60661-2511 and at
Seven World Trade Center,  Suite 1300, New York, New York 10048.  Copies of such
material can be obtained from the Public Reference  Section of the Commission at
prescribed  rates by  writing  to the  Commission  at 450  Fifth  Street,  N.W.,
Washington,  D.C. 20549. In addition,  copies of such reports, proxy statements,
and other information concerning the Company also may be inspected and copied at
the library of The NASDAQ Stock Market, 1735 K Street,  N.W.,  Washington,  D.C.
20006. The Commission maintains an internet web site at http://www.sec.gov which
contains certain reports, proxy and information statements and other information
regarding registrants  (including the Company) that file electronically with the
Commission.                                                                     

        This Prospectus  constitutes a part of a Registration Statement (herein,
together  with all  amendments  and exhibits,  referred to as the  "Registration
Statement")  filed by the Company with the Commission  under the Securities Act.
This  Prospectus  does  not  contain  all of the  information  set  forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and  regulations  of the  Commission.  For  further  information  with
respect to the Company  and the Common  Stock,  reference  is hereby made to the
Registration Statement. Statements contained herein concerning the provisions of
any document are not  necessarily  complete and, in each instance,  reference is
made to the  copy of such  document  filed  as an  exhibit  to the  Registration
Statement  or  otherwise  filed  with the  Commission.  Each such  statement  is
qualified in its entirety by such reference.                                    

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents, which are on file with the Commission (File No.
0-12104), are incorporated into this Prospectus by reference and are made a part
hereof:                                                                         

    (a)     The Company's Annual Report on Form 10-K for its fiscal year
ended June 30, 1997;                            

        (b)     The  Company's  Quarterly  Report  on Form  10-Q for its  fiscal
quarter ended September 30, 1997;               

        (c)     The  Company's  Proxy  Statement,  dated  October 7, 1997,  with
       respect to its 1997 annual meeting of stockholders; and

        (d)     The  description of the Common Stock  contained in Item 1 of the
                Company's Registration Statement on Form 8-A, filed May 7, 1984.

        All  documents  subsequently  filed by the Company  with the  Commission
after the date of this  Prospectus  pursuant to Sections 13(a),  13(c),  14, and
15(d) of the Exchange Act, and prior to the filing of a post-effective amendment
to the Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into the Registration Statement and to
be part hereof from the date of filing such documents;  provided,  however, that
the documents  enumerated above or subsequently filed by the Company pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act in each year during
which the offering made by the Registration  Statement is in effect and prior to
the filing  with the  Commission  of the  Company's  Annual  Report on Form 10-K
covering such year,  shall not be deemed to be  incorporated by reference in the
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.                                                     

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        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of the  Registration  Statement  to the extent  that a  statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any  statement  contained in this  Prospectus  shall be deemed to be
modified  or  superseded  to  the  extent  that  a  statement   contained  in  a
subsequently  filed  document,  which  is or is  deemed  to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.                             

        The Company will provide without charge to each person who receives this
Prospectus,  upon written or oral  request of such person,  a copy of any of the
information that is incorporated by reference herein (not including  exhibits to
the information that is incorporated by reference unless the exhibits themselves
are specifically incorporated by reference).  Such information is available upon
request from the Company,  300 American Road,  Morris Plains,  New Jersey 07950,
attention: Investor Relations, telephone (973) 605-8200.                        

 THE COMPANY

General                                                                         

        The  Company  is  a   biopharmaceutical   company  applying   innovative
proprietary technology in antibody selection,  modification and chemistry to the
development  of  products  for  the  detection  and  treatment  of  cancers  and
infectious  diseases.  Integral to these products are highly specific monoclonal
antibodies designed to deliver radioisotopes,  chemotherapeutic agents or toxins
to tumors and sites of infection.                                               

        The Company is  developing  a line of in vivo  imaging  products for the
detection of various cancers and infectious diseases. On June 28, 1996, the U.S.
Food  and  Drug  Administration  ("FDA")  licensed  CEA-Scan(r),  the  Company's
proprietary in vivo colorectal cancer imaging product, for marketing and sale in
the United  States for use with other  standard  diagnostic  modalities  for the
detection of recurrent and/or metastatic  colorectal cancer. On October 4, 1996,
the Company was granted  authorization by the European Commission (the "EC") for
the  marketing  and sale of  CEA-Scan  (r) in the 15  countries  comprising  the
European Union (the "EU  Countries")  for the same indication as approved in the
United  States.  On  September  16,  1997,  the  Company  received  a notice  of
compliance from the Canadian Health  Protection  Branch  permitting it to market
CEA-Scan  (r) in Canada for  colorectal  cancer  for  recurrent  and  metastatic
colorectal  cancer.  In addition,  Phase III clinical trials of CEA-Scan (r) for
the  detection of lung cancer are  continuing,  and the Company is in discussion
with both the FDA and  European  regulatory  authorities  to  evaluate  Phase II
clinical  trial data for the detection of breast cancer.  However,  no assurance
can be given as to if,  or when,  final  regulatory  approvals  for any of these
additional indications for CEA-Scan (r) may be forthcoming.                     

        On February 14, 1997,  the Company was granted  authorization  by the EC
for the  marketing  and  sale of  LeukoScan(r),  an in vivo  infectious  disease
diagnostic imaging product,  in the EU Countries for the detection and diagnosis
of  osteomyelitis  (bone  infection)  in long bones and in  diabetic  foot ulcer
patients.   On  December  19,  1996,  the  Company  filed  a  Biologics  License
Application for LeukoScan with the FDA for the same  indication  approved by the
EC,  plus  an  additional  indication  for  the  diagnosis  of  acute,  atypical
appendicitis.  The Company has also been pursuing the broadening of its approval
for  LeukoScan in the EU Countries to include the acute,  atypical  appendicitis
indication.  As with all regulatory filings, there can be no assurance that such
filings  will be approved by the FDA or by the EC. Phase III trials for infected
prostheses are continuing,  and the Company is examining other  applications for
the product.                                                                    

        The  Company  has  developed  and  filed  an  Investigational  New  Drug
application for two other in vivo cancer imaging  products:  AFP-Scan(r) for the
detection and  diagnosis of liver and germ cell  cancers,  currently in Phase II
clinical trials,  and LymphoScan(r) for detection and diagnosis of non-Hodgkin's
lymphomas, currently in Phase III clinical trials.                              

        The  Company  also is applying  its  expertise  in  antibody  selection,
modification  and  chemistry  to develop  therapeutic  products for cancer using
monoclonal  antibodies  labeled with radioisotopes or conjugated with drugs. The
Company  has been  conducting  a  multicenter  Phase  I/II  clinical  trial  for
LymphoCide(r),  a non-Hodgkin's B-cell lymphoma therapeutic product.  This trial
was designed to obtain knowledge about targeting and dosing with the murine form
of the monoclonal  antibody.  The Company is now advancing the humanized form of
LymphoCide into Phase I/II clinical trials and is discontinuing  trials with the
murine form.                                                                    

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Equity Line                                                                     

                The  Company  and  the  Selling  Stockholder  entered  into  the
Structured Equity Line Flexible Financing  Agreement (the "Equity Line"),  dated
as of  December  23,  1997 and a  related  Registration  Rights  Agreement  (the
"Registration  Rights  Agreement"),  dated as of December  23, 1997  whereby the
Company agreed to file under the  Securities  Act a registration  statement (the
"Registration Statement") for the resale by the Selling Stockholder of shares of
Common Stock of which this  Prospectus  is a part.  Pursuant to the terms of the
Equity Line, subject to the satisfaction of certain conditions,  the Company may
require the Selling Stockholder to purchase shares of Common Stock over a period
of 36 months  from the  effective  date of the  Registration  Statement,  for an
aggregate purchase price of up to $30 million, and the Selling  Stockholder,  at
its option,  may purchase Common Stock for an aggregate  purchase price of up to
$12 million;  provided,  however,  that the maximum amount  purchased  under the
Equity Line may not exceed $30  million.  The Company may  terminate  the Equity
Line at any time without further  obligation to the Selling  Stockholder and the
Selling  Stockholder may terminate the Equity Line without further obligation to
the Company if any change in law makes it  impracticable  or impossible  for the
Selling  Stockholder to fulfill its obligations under the Equity Line. Under the
terms of the Equity Line,  during each three month period (each,  an "Investment
Period")  following  the  effective  date  of the  Registration  Statement,  the
Company,  subject to the  satisfaction  of certain  conditions,  can require the
Selling Stockholder to purchase shares of Common Stock for an aggregate purchase
price of between $1.0 million and $2.5 million and the Selling  Stockholder,  at
its option,  may  purchase  additional  shares of Common  Stock for an aggregate
purchase  price of $1.0  million,  subject,  in either case, to the right of the
Company to provide that no purchases  shall be made in such  Investment  Period.
Prior to the  beginning of each  Investment  Period,  the Company is required to
notify the Selling  Stockholder  of the  aggregate  purchase  price of shares of
Common Stock, if any, required to be purchased by the Selling Stockholder during
such  Investment  Period,  provided that the Selling  Stockholder may select the
dates on which the  purchase of shares of Common  Stock from the  Company  shall
occur.  The purchase price per share to be paid by the Selling  Stockholder  for
the shares of Common Stock  acquired under the Equity Line will equal 98% of the
lowest sales price of the Common Stock during the three trading days immediately
preceding the notice of purchase by the Selling Stockholder.                    

                The  Selling  Stockholder's  obligation  to  purchase  shares of
Common Stock under the Equity Line is subject to various conditions,  including,
among other things:  (i)  effectiveness of the Registration  Statement under the
Securities  Act;  (ii) the price of the Common  Stock  being at least  $4.00 per
share or such  other  price  as the  Company  may  from  time to time set as the
minimum  purchase  price;  (iii)  continued  trading of the Common  Stock on the
NASDAQ National Market; and (iv) the percentage of the Common Stock beneficially
owned by the Selling  Stockholder and its affiliates being not more than 4.9% of
the then outstanding Common Stock. In addition,  the Selling  Stockholder is not
required to purchase, in any Investment Period, an amount in excess of 8% of the
product of the daily  average  value of open market  trading of the Common Stock
and the number of trading days in the investment  period (the "8% Limit") during
either the current or immediately preceding Investment Period.                  

                In connection  with  entering into the Equity Line,  the Selling
Stockholder  received a four-year  warrant (the  "Warrant")  to purchase  50,000
shares of the Common Stock at an exercise price equal to $7.5375 per share (180%
of the closing  sales  price of the Common  Stock at the time of  issuance).  In
addition, the Company has agreed to issue to the Selling Stockholder, at the end
of each calendar year an additional  four-year  Warrant  (each,  an  "Additional
Warrant" and collectively,  the "Additional  Warrants") to purchase Common Stock
in an amount equal to 5,000 shares for each  $500,000 of Common Stock  purchased
by the Selling  Stockholder  during such year,  with an exercise  price equal to
180% of the weighted average purchase price of the Common Stock purchased by the
Selling Stockholder during the year, provided that the number of shares issuable
upon  exercise  of all the  Additional  Warrants  will not exceed  125,000.  The
Company also has agreed to reimburse the Selling  Stockholder for its legal fees
and expenses  incurred in connection  with entering into the Equity Line up to a
maximum of $25,000,  and for its costs and expenses  incurred in connection with
the  performance  of its due  diligence  activities  up to a maximum  of $40,000
initially and $6,000 quarterly thereafter.                                      

                Under  the  Equity  Line  and the  related  Registration  Rights
Agreement,  the Company  agreed to file and maintain  effectiveness  (subject to
certain  penalties  for  non-compliance  which  may be  waived  by  the  Selling
Stockholder)  under the Securities Act a registration  statement,  of which this
Prospectus is a part, for the resale by the Selling Stockholder of the shares of
the Common  Stock to be issued  under the Equity  Line and upon  exercise of the
Warrant and the Additional Warrants.                                            

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Recent Developments                                                             

        In March,  1995,  the  Company  entered  into a license  agreement  with
Mallinckrodt  Medical B.V. pursuant to which Mallinckrodt Medical B.V. undertook
to market,  sell and  distribute  CEA-Scan(r)  throughout  Western Europe and in
specified Eastern European countries,  subject to receipt of regulatory approval
in the specified countries. In April, 1996, the Company entered into a marketing
and distribution  agreement with Mallinckrodt  Medical,  Inc., pursuant to which
Mallinckrodt Medical, Inc. undertook to market, sell and distribute  CEA-Scan(r)
for use in  colorectal  cancer  diagnostic  imaging in the U.S. on a consignment
basis. The Company has notified both Mallinckrodt  Medical B.V. and Mallinckrodt
Medical, Inc. that it will be terminating the respective agreements on or before
April 6,  1998.  The  Company  is  exploring  potential  relationships  with new
distributors  for  CEA-Scan in the United  States.  Working  with its  marketing
consultant,  the Company has been building an oncology sales and marketing force
in the United States.  The Company  anticipates that Eli Lilly  Deutschland GmbH
("Lilly") will serve as the  distributor  for CEA-Scan in Europe under the terms
of the Distribution Agreement described below.                                  

        On November 24, 1997, the Company entered into a Distribution  Agreement
with Lilly pursuant to which Lilly will package and distribute  LeukoScan within
the EU and certain other countries  subject to receipt of regulatory  approvals.
The Company will pay Lilly a service fee based  primarily on the number of units
of product  packaged and shipped.  The parties  contemplate  that other  Company
products may be handled under this arrangement when appropriate.                

        On November  28,  1997,  the Company  received an  arbitration  award of
approximately $1.8 million (including  interest of approximately  $300,000) from
its dispute with Pharmacia & Upjohn  ("Pharmacia").  The dispute originated when
Pharmacia (then the Adria Laboratories  Division of Erbamont,  Inc., which later
became Pharmacia,  Inc. and subsequently Pharmacia & Upjohn) terminated its 1991
Development  and License  Agreement  with the Company (the "1991  Agreement") in
August 1995 and the parties thereafter were unable to agree upon the amount owed
to the Company as a result of such termination.  Pursuant to the 1991 Agreement,
the  Company  had  granted  Pharmacia  an  exclusive  license to market and sell
CEA-Scan(r),  AFP-Scan(r)  and  LymphoScan(r)  products  for  certain  specified
indications in the United States and Canada.                                    

        In  November  1996,  the  Company  filed an  infringement  action in The
Netherlands   against  Hoffmann-La  Roche  ("Roche")  for  infringement  of  the
Company's European patent covering specific anti-CEA antibodies,  which Roche is
using in its CEA  immunoassay.  The patent also covers the  antibody,  which the
Company  uses in its  CEA-Scan(r)  imaging  product.  The  Company is seeking an
injunction  prohibiting  sale of  Roche's  assay in The  Netherlands  and  other
European Union countries in which the Company's European patent has been issued.
Roche  has  denied  infringement  and  has  filed  nullity  proceedings  in  The
Netherlands and in Germany, seeking to invalidate the Company's patents in those
countries.  The  Company  has filed its  Statement  of  Defense in the Dutch and
German nullity actions.  Trial on the infringement  action was held on August 8,
1997 and  resulted  in a decision of  noninfringement  by the trial  panel.  The
Company believes that the judge  misunderstood  the scientific facts of the case
and filed an appeal in December  1997.  However,  there can be no assurance that
the  Company  will  prevail in the appeal of the  infringement  suit or that its
patents will survive the nullity  actions,  although the Company  believes  that
Roche's  infringement  defense and nullity attacks are unlikely to succeed.  See
"Risk Factors - Patents and Proprietary Rights."                                

Other Information                                                               

        The  Company  was  incorporated  in  Delaware  in  1982.  The  Company's
principal  offices are located at 300 American Road,  Morris Plains,  New Jersey
07950.  The  Company's  telephone  number  is  (973)  605-8200.   The  Company's
wholly-owned  subsidiary,  Immunomedics Europe, has offices located in Hillegom,
The Netherlands,  to assist the Company in managing sales and marketing  efforts
and coordinate clinical trials in Europe.                                       

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RISK FACTORS

        In addition to the other  information in this Prospectus,  the following
factors should be considered carefully by potential purchasers in evaluating the
Company and its business  before  purchasing  any shares of Common Stock offered
hereby. This Prospectus contains, in addition to historical information, certain
forward-looking statements that involve significant risks and uncertainties.  As
a result,  the  Company's  actual  results  could differ  materially  from those
expressed  in or implied by the  forward-looking  statements  contained  herein.
Factors that could cause or contribute to such differences  include, but are not
limited to, those discussed below, as well as those discussed  elsewhere in this
Prospectus  or  incorporated  herein by  reference.  The Company  undertakes  no
obligation   to  release   publicly  the  result  of  any   revisions  to  these
forward-looking  statements that may be made to reflect events or  circumstances
after  the  date of this  Prospectus  or to  reflect  the  occurrence  of  other
unanticipated events.                                                           

        Lack of Significant  Product  Revenues and History of Operating  Losses.
Since its  inception  in 1982,  the Company has been  engaged  primarily  in the
research and  development  of  proprietary  products  relating to the detection,
diagnosis  and  treatment  of cancer and  infectious  diseases  and has incurred
significant  operating losses. While the Company has received approval to market
and sell  CEA-Scan  (in the  United  States,  Canada and the EU  Countries)  and
LeukoScan (in the EU Countries) for certain indications, to date the Company has
generated only limited revenues from the sale of such products.  The Company has
not achieved profitable  operations and does not anticipate achieving profitable
operations  during the fiscal year ending June 30, 1998. At least until CEA-Scan
and/or  LeukoScan  are  successfully  commercialized,  future  revenues  will be
dependent in large part upon the Company  entering  into new  arrangements  with
collaborative partners and upon public and private financings.  The Company will
continue to experience  operating  losses until such time, if at all, that it is
able to generate sufficient revenues from sales of CEA-Scan,  LeukoScan, and its
other proposed in vivo products.  Further,  the Company's  working  capital will
continue to  decrease  until such time,  if at all,  that the Company is able to
generate  positive cash flow from operations or until such time, if at all, that
the  Company  receives  an  additional  infusion of cash from the Equity Line or
other sales of the Company's securities, from other financings or from corporate
alliances to finance the Company's operating expenses and capital  expenditures.
See "Need for Additional Capital."                                              

        Uncertainty  of  Product  Development  and Market  Acceptance.  With the
exception  of  CEA-Scan  and  LeukoScan,  which have been  licensed  for certain
specific  indications  (as discussed  above under "The Company - General"),  the
Company's  products are in various stages of development  and face a high degree
of technological, regulatory and competitive risk. Although the Company believes
it has the expertise to develop and commercialize  such products,  any or all of
the Company's products may fail to be effective or may prove to have undesirable
and  unintended  side effects or other  characteristics  that may prevent  their
development or regulatory approval,  or limit their commercial use. There can be
no assurance  that the Company will be  permitted  to undertake  human  clinical
trials for any of their  development  products not currently in clinical  trials
or, if permitted, that such products (or any of the Company's products currently
in clinical trials) will be demonstrated to be safe and effective.  In addition,
there can be no assurance that any of the Company's  products under  development
will obtain  approval from the FDA or  comparable  foreign  authorities  for any
indication  or that an  approved  product  will be capable of being  produced in
commercial quantities at reasonable costs and successfully  marketed.  Products,
if any,  resulting from the Company's current research and development  programs
are not expected to be  commercially  available for several years.  Even if such
products  become  commercially  available,  there can be no assurance  that such
products will be able to gain satisfactory market acceptance.                   

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        Unpredictability  of Preclinical and Clinical Trials.  While the Company
has a number of products in various stages of  preclinical  testing and clinical
trials,  there can be no assurance that the Company will be able to successfully
complete its ongoing clinical trials or commence the trials  currently  planned.
In  addition,  there  can  be no  assurance  that  the  Company  will  meet  its
development schedule for any of its products in development. If the Company were
unable to commence  clinical  trials as planned,  complete the  clinical  trials
currently  underway or demonstrate the safety and efficacy of its products,  the
Company's  business,  financial  condition  and results of  operations  would be
materially and adversely  affected.  There can be no assurance that if a product
from the Company's research and development  programs or any other diagnostic or
therapeutic  product is  successfully  developed  according to plans, it will be
approved by the FDA or other regulatory agencies on a timely basis or at all.   

        Before obtaining  regulatory approvals for the commercial sale of any of
its products under development, the Company must demonstrate through preclinical
studies and clinical  trials that the product is safe and efficacious for use in
the  indication  for which  approval  is sought.  The results  from  preclinical
studies and early clinical  trials may not be predictive of results that will be
obtained in later-stage testing and there can be no assurance that the Company's
future clinical trials will  demonstrate the safety and efficacy of any products
or will result in  approval to market  products.  A number of  companies  in the
biotechnology  industry have suffered  significant setbacks in advanced clinical
trials,  even after promising results in earlier trials.  The rate of completion
of the Company's  clinical  trials is dependent upon,  among other factors,  the
rate of patient  enrollment.  Patient  enrollment is a function of many factors,
including the size of the patient  population,  the nature of the protocol,  the
proximity  of patients to clinical  sites and the  eligibility  criteria for the
study.  Delays in planned  patient  enrollment may result in increased costs and
delays, which would have a material adverse effect on the Company.              

        Need for Additional  Capital.  At the present time, the Company believes
that its projected  financial  resources will be sufficient to fund  anticipated
operating  expenses  and  capital  expenditures  through  the end of the current
fiscal year (June 30, 1998).  However, the Company believes that it will require
additional  financial resources by the end of calendar year 1998 in order for it
to continue its budgeted  levels of research and development and clinical trials
of its proposed products and regulatory  filings for new indications of existing
products.  Without a  significant  infusion  of  capital,  the  Company  will be
required to  significantly  reduce the amount of resources  devoted to marketing
and sales,  product development and clinical trials, which would have a material
adverse  effect on the  Company.  While the Company has obtained the Equity Line
pursuant to which the Company can obligate the Selling  Stockholder  to purchase
up to $2.5 million in each Investment  Period during the term of the Equity Line
(or  $30  million  in the  aggregate),  the  Selling  Stockholder's  obligations
thereunder are subject to certain conditions,  including, among others, that (i)
the  Selling  Stockholder  is not  required  to  purchase  shares  in  any  such
Investment Period in an amount in excess of the 8% Limit (which,  based upon the
daily average value of open market  trading  during  calendar  1997,  would have
limited the maximum amount the Selling  Stockholder  would have been required to
purchase  during 1997 to $9.6  million had the Equity Line been in place  during
all of 1997) and (ii) purchases cannot begin until the registration statement of
which  this  Prospectus  forms a part has been  declared  effective  (which  the
Company believes will result in proceeds therefrom,  if any, not being available
until the  second  quarter  of  calendar  1998).  As a result of these and other
conditions, there can be no assurance that the Company will receive any proceeds
under the Equity Line or that if any  proceeds  are  received  that they will be
sufficient.  See "The Company - Equity Line."  Furthermore,  even if the Selling
Stockholder  purchases  $2.5  million  of  shares of Common  Stock  during  each
Investment  Period,  unless the Company receives  significant  revenues from the
sales of its  products,  which has not yet occurred and of which there can be no
assurance,  the Company will be required to seek  additional  financing in order
for it to continue its budgeted  levels of research and development and clinical
trials of its proposed  products and regulatory  filings for new  indications of
existing  products.  However,  there can be no  assurance  that such  additional
financing will be available on terms acceptable to the Company or at all.       

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        Stock Price Volatility; Shares Eligible for Future Sale. Pursuant to the
Equity Line, the Company may issue to the Selling Stockholder up to $2.5 million
of Common Stock during each Investment  Period (or $30 million in the aggregate)
at a price equal to 98% of the lowest  reported sale price during the three days
immediately   preceding  the  notice  of  purchase   delivered  by  the  Selling
Stockholder to the Company. In connection with the Equity Line, the Company also
issued to the  Selling  Stockholder  the Warrant to  purchase  50,000  shares of
Common  Stock at  $7.5375  per share and may issue the  Additional  Warrants  to
purchase up to an additional  125,000 shares of Common Stock at a price equal to
180% of the weighted average purchase price of the Common Stock purchased during
the year with  respect  to which the  Additional  Warrant  is  issued.  See "The
Company - Equity  Line." The  resale by the  Selling  Stockholder  of the Common
Stock that it  acquires  could  depress  the market  price of the Common  Stock.
Moreover,  as all the shares to be issued pursuant to the Equity Line as well as
the shares  issuable  upon exercise of the Warrant and the  Additional  Warrants
will be  available  for  immediate  resale,  the  prospects  of such sales could
further adversely affect the market price for the Common Stock.                 

                In  addition,  as of  December  31,  1997,  the  Company  had an
aggregate of 36,364,502 shares of Common Stock issued and outstanding,  of which
27,972,952  shares were held by  non-affiliates  and are freely tradeable in the
public  market  without  restriction  under the  Securities  Act. The  remaining
8,391,550  shares  are held by  affiliates  of the  Company  and are  considered
"restricted  securities" subject to the resale limitations of Rule 144 under the
Securities  Act.  The  prospect of the ability to publicly  resell the shares of
Common Stock not currently trading in the public market may adversely affect the
prevailing market prices for the Common Stock.                                  

     Limited Marketing Capability.  While the Company's marketing strategy
initially consisted of forming corporate alliances with pharmaceutical          
companies for the sale and distribution of its proposed products, whereby the   
partner's established marketing, sales and distribution networks would minimize 
the Company's need to expend funds to develop these areas of expertise, the     
Company now believes that development of a sales force, complementary to those  
of its partners, will be necessary to increase the likelihood of maximizing     
market penetration for its products.  The Company has only recently established 
a sales and marketing organization, including the addition of a specialized     
sales force in the U.S. and Europe, and there can be no assurance that the      
Company can successfully maintain and continue to build such sales force.  See  
"Government Regulation."                                                        

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                The Company has  notified  both its United  States and  European
distributors   of  its  CEA-Scan   product  that  it  will  be  terminating  the
distribution  arrangements.  See "The Company - Recent  Developments." While the
Company is exploring potential relationships with new distributors for CEA-Scan,
there can be no assurance that the Company will be successful in entering into a
distribution  arrangement  with another  distributor on terms  acceptable to the
Company,  if at all,  or that  such  an  arrangement  if  entered  into  will be
successful.  See " Dependence on Third parties for Distribution of Products" and
"Government Regulation."                                                        

                The Company's  commercial sale of its proposed  products and its
future product  development,  may be dependent  upon entering into  arrangements
with corporate  partners for the  development,  marketing,  distribution  and/or
manufacturing  of products  utilizing the Company's  proprietary  technology and
there can be no assurance  that they Company will be  successful in forming such
relationships.                                                                  

        Dependence on Third Parties for  Distribution  of Products.  The Company
currently  does not have the  resources to  internally  develop and maintain the
operating  procedures  required  by the FDA and  comparable  foreign  regulatory
authorities  to  oversee   distribution   of  its  products.   See   "Government
Regulation."  As a result,  the Company must use third parties for such function
for the  foreseeable  future.  A failure to have a  distribution  arrangement in
place  with a  FDA-approved  distributor  prior to  termination  of an  existing
arrangement would have a material adverse effect on the Company. The Company has
given  notice of  termination  to its current  distributors  of CEA-Scan  and is
presently discussing alternative  arrangements with other approved third parties
in  order  to be able  to  distribute  its  products.  See  "Business  -  Recent
Developments."                                                                  

        Limited Manufacturing  Capability. To date, the Company has manufactured
all materials  used in its clinical  trial  programs and currently  manufactures
CEA-Scan and LeukoScan, and believes that, for the foreseeable future, it should
be able to manufacture sufficient quantities of CEA-Scan and LeukoScan. However,
in the event that other  Company  products are approved for  marketing and sale,
there can be no assurance  that the Company  will  continue to have the capacity
and  expertise  to  manufacture   commercial  quantities  of  multiple  products
successfully  or within  acceptable  profit  margins.  In addition,  the Company
relies on its  distributors  for product  labeling  and product  inserts,  which
currently are considered by the FDA and certain foreign  regulatory  authorities
to be part of the manufacturing  process.  While the Company believes that these
services  could be replaced,  no assurance can be given that such services could
be obtained or that new  manufacturers  could be qualified  without  significant
cost or delay.  The  Company  also  relies on a single  third  party to  perform
certain end-stage portions of the manufacturing  process.  While the Company has
qualified  a second  entity  in the  event a second  end-stage  manufacturer  is
required,  there can be no assurance  that the Company will be able to negotiate
an agreement with such entity on terms acceptable to the Company, if at all. See
"Government Regulation."                                                        

        Approval  of   Manufacturing   Facilities.   While  the  validation  and
inspection of the Company's new  manufacturing  facility has been  substantially
completed,  there  can  be  no  assurance  at  this  time  that  the  regulatory
authorities  will  approve  this  facility  in  a  timely  manner  to  meet  the
manufacturing  needs of the Company  (although the Company has sufficient levels
of inventory to meet its needs for the foreseeable  future).  Failure to receive
timely approval could have a material adverse effect on the Company.            

        Dependence  on  Ascites.   The  Company's  proposed  monoclonal  imaging
antibody products are currently derived from ascites fluid produced in mice, and
the Company has entered into an agreement  with a  third-party  supplier for the
production of ascites  fluid.  Although  CEA-Scan has been approved in the U.S.,
Canada and  Europe,  and  LeukoScan  has been  approved  in  Europe,  regulatory
authorities,  particularly in Europe,  have expressed  concerns about the use of
ascites for the production of monoclonal antibodies.  While the Company believes
that its  current  quality  control  procedures  help  ensure  the purity of the
ascites  used in its  products,  there can be no assurance  that the  regulatory
authorities  will  agree  that  these  procedures  will be  adequate  for future
products.  While the Company's effort to convert to cell culture  production for
certain  monoclonal  antibodies is  progressing,  products  manufactured by cell
culture processes will require  regulatory  approval for this substantial change
in production, and will require additional manufacturing equipment and resources
for this effort. See "Need for Additional Capital."                             

        Dependence  on The Center for  Molecular  Medicine and  Immunology.  The
Company's product development has involved,  to varying degrees,  The Center for
Molecular Medicine and Immunology ("CMMI") (also know as the Garden State Cancer
Center),  a  not-for-profit  cancer  research  center.  CMMI performs  pilot and
pre-clinical  trials in product areas of importance to the Company. In addition,
CMMI conducts  basic  research and patient  evaluations  in a number of areas of
potential  interest to the Company,  the results of which are made  available to
the Company pursuant to a collaborative  research and license  agreement.  There
can be no assurance  that CMMI will be successful in its research  activities or
that it will  develop  any  potential  products  which  can be  licensed  by the
Company.   If  CMMI  were  no  longer  to  conduct  such  research  and  patient
evaluations,  the Company would have to make arrangements with third parties for
the performance of this aspect of its clinical  research,  which may prolong and
increase  expenses  associated  with  pre-clinical  and initial  clinical  trial
efforts.                                                                        

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      Potential Conflicts of Interest.  Dr. David M. Goldenberg, Chairman of
the Board and Chief Executive Officer of the Company, is the founder, President 
and a member of the Board of Trustees of CMMI.  Dr. Goldenberg devotes a        
significant amount of his time to CMMI.  In addition, other key personnel       
currently have responsibilities both to the Company and CMMI.  While certain    
procedural safeguards and mechanism are in place with respect to the allocation 
of research projects and licensing of proprietary rights between the Company    
and CMMI, due to Dr. Goldenberg's positions with both entities, the potential   
for conflicts of interest exists.                                               

        Government  Regulation.  The  Company's  proposed  products will require
governmental  approval  before they may be  manufactured,  marketed and sold. In
particular,  human  diagnostic and  therapeutic  products are subject,  prior to
marketing,  to rigorous  pre-clinical  and clinical  testing for approval by the
FDA. The regulatory approval process is costly and time-consuming, and there can
be no assurance that the required approvals will be obtained. Even if regulatory
approval for a product is granted,  such approval may entail  limitations on the
indicated  uses for which the product  may be  marketed.  Further,  even if such
regulatory approval is obtained, the FDA will require  post-marketing  reporting
and may require  surveillance  programs to monitor the usage or side  effects of
each drug product.  A marketed  product,  its manufacturer and its manufacturing
facilities are subject to continual review and periodic  inspections and certain
changes to the  product,  the  manufacturer  or the  manufacturing  process  may
require approval of the FDA, which may entail substantial delay and expense. See
"Limited  Marketing  Capability"  and  "Limited  Manufacturing  Capability."  In
addition,  later  discovery  of  previously  unknown  problems  with a  product,
manufacturer or facility, or failure to comply with applicable  requirements may
result in restrictions on such product or  manufacturer,  potentially  including
demands that production and shipment cease, and, in some cases, that products be
recalled,  or to enforcement actions that can include seizures,  injunctions and
criminal prosecution. Such failures, or new information reflecting on the safety
and effectiveness of the drug that comes to light after approval,  can also lead
to FDA withdrawal of approval to market the product.  Further,  the FDA requires
that any entity  responsible for distribution of drug products maintain detailed
operating  procedures  in accordance  with FDA standards  which would enable the
distributor  to,  among  things,  track the location of a product in the event a
product recall were necessary.  Similar  regulatory  requirements  exist in most
foreign  countries  (including the EU Countries) and, to a lesser extent, at the
state level in the United States.                                               

        Health Care Reform.  The Company's ability to commercialize its products
successfully  may also depend in part on the extent to which  reimbursement  for
the  cost of  such  products  and  related  treatment  will  be  available  from
government health administration authorities,  private health insurers and other
organizations. Such third-party payers are increasingly challenging the price of
medical products and services. Several proposals have been made that may lead to
a  government-directed  national  health care system.  adoption of such a system
could  further limit  reimbursement  for medical  products,  and there can be no
assurance  that  adequate  third-party  coverage will be available to enable the
Company to maintain price levels sufficient to realize an appropriate  return on
this investment in product development.  In addition,  there can be no assurance
that the U.S. government will not implement a system of price controls. Any such
system might adversely  affect the ability of the Company to market its products
profitably.                                                                     

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        Dependence  on Key  Personnel.  The  success  of the  Company  is highly
dependent  upon the continued  availability  of the services of Dr.  Goldenberg,
both to the  Company  and to CMMI,  the loss of which  could  have a  materially
adverse  effect on the  Company.  Dr.  Goldenberg  is  employed  pursuant  to an
Employment  Agreement which expires  November 1, 1998,  subject to extension for
successive  one-year  periods.  The Company  maintains a key-man life  insurance
policy in the amount of $4,000,000 on the life of Dr. Goldenberg for the benefit
of the Company.  The Company is also  dependent on the  continued  services of a
limited number of executives and scientists. The loss of these individuals could
also have a material adverse effect on the Company. In addition, the Company has
an  ongoing  need  to  expand  its  management   personnel  and  support  staff.
Competition  for qualified  personnel in the  biotechnology  and  pharmaceutical
industries  is intense and there can be no  assurance  that the Company  will be
successful in its recruitment efforts.                                          

        Technological  Change and  Competition.  The  biotechnology  industry is
highly   competitive,   particularly  in  the  area  of  cancer  diagnostic  and
therapeutic products. The Company is likely to encounter significant competition
with respect to its existing and proposed products  currently under development.
A number of  companies  which are  engaged in the  biotechnology  field,  and in
particular the development of cancer diagnostic and therapeutic  products,  have
financial, technical and marketing resources significantly greater than those of
the Company.  Some companies with  established  positions in the  pharmaceutical
industry may be better  equipped than the Company to develop,  refine and market
products based on technologies applied to the diagnosis and treatment of cancers
and  infectious  diseases.  The Company's  ability to compete in the future will
depend,   in  part,   on  its  ability  to  foster  an   environment   in  which
multi-disciplinary  teams  work  together  to  develop  low-cost,   well-defined
processes  and bring  cost-beneficial  products  successfully  through  clinical
testing  and  regulatory   approval.   A  significant  amount  of  research  and
antibody-based  technology  are  also  carried  out at  universities  and  other
non-profit research organizations,  which are becoming increasingly aware of the
commercial  value of their  findings  and are  becoming  more  active in seeking
patent and other proprietary rights, as well as licensing revenues.  The Company
is pursuing an area of product  development  in which there is the potential for
extensive  technological  innovation  in relatively  short periods of time.  The
Company's  competitors may succeed in developing products that are safer or more
effective than those of the Company's  potential  products.  Rapid technological
change or  developments by others may result in the Company's  present  products
and  potential  products  becoming  obsolete or  non-competitive.  However,  the
Company believes that the  technological  attributes of its proposed  diagnostic
products,  including  the  ease  of use  (e.g.,  single  vial,  rapid  imaging),
employment of  technetium-99m  (the most widely available  radioisotope) and its
use of an antibody fragment (better liver imaging, decreased HAMA response) will
enable the Company to compete effectively in the marketplace.                   

        Patents and Proprietary Rights. The commercial success of the Company is
highly dependent upon patents and other proprietary  rights owned or licensed by
the Company.  While the Company  actively  seeks patent  protection  both in the
United  States  and  abroad  for its  proprietary  technology,  there  can be no
assurance that the Company's key patents will not be invalidated or will provide
protection  that has  commercial  significance.  Litigation  may be necessary to
protect  the  Company's  patent  positions,  which  could  be  costly  and  time
consuming.  The  invalidation of key patents owned by or licensed to the Company
could have a material adverse effect on the Company and its business  prospects.
Because of  differences  in patent laws,  the extent of  protection  provided by
United States patents may differ from that of their foreign counterparts.  While
the  Company  believes  that the  protection  of  patents  is  important  to its
business,  the Company  also relies on trade  secrets,  unpatented  know-how and
continuing  technological  advancement to establish and maintain its competitive
position.  There can be no assurance that others may not  independently  develop
similar  trade  secrets or  know-how  or obtain  access to the  Company's  trade
secrets,  know-how or proprietary technology.  In addition to the Company, other
private and public entities, including universities, have filed applications for
or have been issued patents and obtained other proprietary  rights to technology
potentially useful to the Company.  The scope and validity of such patents,  the
extent to which the Company may be required to seek a license under such patents
or other proprietary  rights,  and the cost or availability of such licenses are
currently unknown. See "The Company Recent Developments."                       

        Control by Current Stockholder.  As of December 31, 1997, Dr. Goldenberg
had voting  discretion over an aggregate of 13,216,007  shares  (including those
shares  over which he is entitled to  exercise  voting  discretion  by powers of
attorney  or proxy  granting  to him by his  children  and his  former  wife) or
approximately  36.4% of the currently  outstanding  Common Stock. As a result of
such holdings,  Dr. Goldenberg may have the ability to determine the election of
all of the  Company's  director's,  direct  policies  and control the outcome of
substantially  all  matters  which  may  be  put  to a  vote  of  the  Company's
stockholders.                                                                   

        Product Liability. The clinical testing,  marketing and manufacturing of
the  Company's  proposed  products  necessarily  involves  the  risk of  product
liability.  While the Company  currently has  liability  insurance at acceptable
rates,  there is no assurance that such insurance will continue to be obtainable
in the future at an  acceptable  cost,  if at all. In the event that the Company
does not or cannot maintain its existing or comparable liability insurance,  the
Company's   ability  to  test   clinically   and  market  its  products  may  be
significantly impaired. Moreover, the amount and scope of any insurance coverage
or  indemnification  arrangements with any distributor or other third party upon
which the Company  relies may be  inadequate to protect the Company in the event
of a successful product liability claim.                                        

        Effect of  Certain  Anti-Takeover  Provisions.  The  Company's  Board of
Directors  has  the  authority,  without  any  further  vote  by  the  Company's
stockholders, to issue up to 10,000,000 shares of Preferred Stock in one or more
series and to determine  the  designations,  powers,  preferences  and relative,
participating,  optional or other rights thereof,  including without limitation,
the dividend rate (and whether  dividends are  cumulative),  conversion  rights,
voting rights, rights and terms of redemption,  redemption price and liquidation
preference.  Issuance  of  Preferred  Stock  could have the effect of  delaying,
deterring  or  preventing  a change in control  of the  Company,  including  the
imposition of various  procedural and other requirements that could make it more
difficult  for  holders of Common  Stock to effect  certain  corporate  actions,
including  the  ability  to  replace  incumbent   directors  and  to  accomplish
transactions  opposed by the  incumbent  Board of  Directors.  The rights of the
holders of Common Stock would be subject to, and may be  adversely  affected by,
the  rights of the  holders  of any  Preferred  Stock  that may be issued in the
future.                                                                         

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        Lack of Dividends.  The Company has not paid any cash  dividends to date
on its Common Stock.  It is the current  policy of the Board of Directors of the
Company, in view of the Company's contemplated financial requirements, to retain
earnings,  if any,  to provide  funds for the  operation  and  expansion  of the
Company's business. Therefore, the Board of Directors does not expect to declare
cash dividends on its Common Stock in the foreseeable future.                   

USE OF PROCEEDS           

                The Company will not receive any of the proceeds from the resale
by the Selling  Stockholder  of the Shares  offered by this  Prospectus but will
receive  proceeds  from the  original  issuance  of the  Shares  to the  Selling
Stockholder  under  the  Equity  Line  and  upon  exercise  of the  Warrant  and
Additional Warrants,  if any. The Company could receive,  before expenses, up to
$30  million  under the Equity  Line and up to  $376,875  upon  exercise  of the
Warrant. In addition, the Selling Stockholder may receive Additional Warrants to
purchase  up to 125,000  shares of Common  Stock.  The amount of gross  proceeds
received will depend on the exercise price of the Additional Warrants,  which is
specified in the Equity Line as 180% of the weighted  average  purchase price of
the Common Stock  purchased  during the year with respect to which an Additional
Warrant is issued.  The actual  amount of  proceeds  from the Equity  Line,  the
Warrant and the Additional  Warrants,  if any, will depend upon the market price
of the Common  Stock,  whether the Selling  Stockholder  elects to exercise  the
Warrant and the Additional  Warrants,  if any,  whether the Selling  Stockholder
elects to purchase Common Stock as permitted under the terms of the Equity Line,
and whether the Company  elects to require the Selling  Stockholder  to purchase
Common Stock as permitted under the terms of the Equity Line. However, there can
be no  assurance  that the Company will issue any Shares or receive any proceeds
from the Equity  Line and,  under the terms of the Equity  Line,  it is possible
that no Shares  will be  issued.  For a  description  of the terms of the Equity
Line, the Warrant and the Additional Warrants, see "The Company - Equity Line." 

                The Company  expects that any net proceeds from the Equity Line,
the  Warrant and the  Additional  Warrants  will be used for  general  corporate
purposes, including research and development, marketing, sales, and clinical and
regulatory activities.                                                          

SELLING STOCKHOLDER         

                The Selling Stockholder,  Cripple Creek Securities, LLC, has not
had a material  relationship with the Company within the past three years, other
than as a result of entering  into the Equity Line and related  agreements.  See
"The Company - Equity Line." However, one of the Selling Stockholder's  members,
The Palladin Group,  L.P., is or was an investment  manager for several entities
which,  since  January  1995 had  purchased  an  aggregate of $20 million of the
Company's  convertible  preferred  stock.  As of the date  hereof,  none of such
entities  owns any  shares  of  Common  Stock  or any  shares  of the  Company's
convertible preferred stock.                                                    

                As of the date hereof, the Selling  Stockholder does not own any
shares of the Common  Stock,  other  than the  Shares  which it has the right to
acquire upon exercise of the Warrant and is offering hereby all of the shares of
Common  Stock it may acquire  pursuant to the Equity  Line,  the Warrant and the
Additional Warrants.                                                            

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PLAN OF DISTRIBUTION        

                The  Selling  Stockholder,  acting  as  principal  for  its  own
account,  directly,  through  agents  designated  from time to time,  or through
brokers, dealers, agents or underwriters also to be designated,  may sell all or
a portion of the Shares from time to time on terms to be  determined at the time
of sale. The Selling  Stockholder may from time to time sell all or a portion of
the Shares in routine  brokerage  transactions  on the  NASDAQ  Stock  Market or
otherwise  at the  prices  and terms  prevailing  at the time of the  sale.  The
Selling Stockholder also may make private resales directly or through brokers or
may make  resales  pursuant to Rule 144 under the  Securities  Act.  The Selling
Stockholder may pay customary brokerage fees, commissions and expenses.         

                To the extent required pursuant to Rule 424 under the Securities
Act, a  Prospectus  Supplement  will be filed with the  Securities  and Exchange
Commission with respect to a particular  offering setting forth the terms of any
offering, including the name or names of any underwriters or agents, if any, any
underwriting discounts and other items constituting underwriters'  compensation,
the offering price and any discounts or concessions allowed or reallowed or paid
to dealers.  Any  offering  price and any  discounts or  concessions  allowed or
reallowed or paid to dealers may be changed from time to time.                  

                If underwriters are used in a sale,  shares of Common Stock will
be  acquired  by the  underwriters  for their own account and may be resold from
time to time in one or more transactions,  including negotiated transactions, at
a fixed public  offering  price or at varying  prices  determined at the time of
sale.  The  shares may be offered  to the  public  either  through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more firms acting as  underwriters.  The  underwriter  or  underwriters  with
respect  to a  particular  underwritten  offering  of  shares to be named in the
Prospectus  Supplement  relating  to  such  offering  and,  if  an  underwriting
syndicate is used, the managing  underwriter or underwriters,  will be set forth
on the cover of such Prospectus  Supplement.  Unless  otherwise set forth in the
Prospectus  Supplement relating thereto,  the obligations of the underwriters to
purchase the Shares will be subject to conditions precedent and the underwriters
will be obligated to purchase all of the shares if any are purchased.           

                If dealers are utilized in the sale of shares of Common Stock in
respect of which this Prospectus is delivered, the Selling Stockholder will sell
such  shares to the  dealers as  principals.  The  dealers  may then resell such
shares to the public at varying  prices to be  determined by such dealers at the
time of resale.  The names of the dealers and the terms of the transaction  will
be set forth in a Prospectus Supplement relating thereto.                       

                If an agent is used,  the agent will be named,  and the terms of
the  agency and any  commissions  will be set forth in a  Prospectus  Supplement
relating thereto.  Unless otherwise indicated in the Prospectus Supplement,  any
such  agent  will be  acting  on a best  efforts  basis  for the  period  of its
appointment.                                                                    

                Shares  may be  sold  directly  by the  Selling  Stockholder  to
institutional  investors or others, who may be deemed to be underwriters  within
the meaning of the Securities Act with respect to any resale thereof.  The terms
of any such sales,  including the terms of any bidding or auction process,  will
be described in the Prospectus Supplement relating thereto.                     

                Agents,   dealers  and   underwriters   may  be  entitled  under
agreements entered into with the Selling Stockholder to indemnification  against
certain civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, dealers or underwriters
may be required to make in respect thereof. Agents, dealers and underwriters may
be  customers  of,  engage in  transactions  with,  or perform  services for the
Company or the Selling Stockholder in the ordinary course of business.          

                The Company will bear all costs and expenses of the registration
of the Shares under the  Securities Act and certain state  securities  laws. The
Selling Stockholder will pay any transaction costs associated with effecting any
sales that occur.                                                               

                The Selling  Stockholder  is not  restricted  as to the price or
prices at which it may resell  Shares  acquired  pursuant  to the Equity Line or
upon the exercise of the Warrant or the  Additional  Warrants.  Such resales may
have an adverse  effect on the market price of the Common Stock.  Moreover,  the
Selling  Stockholder  is not  restricted  as to the number of Shares that may be
sold at any one time,  and it is possible  that a  significant  number of Shares
could be sold at the same time,  which  also may have an  adverse  effect on the
market price of the Common Stock.                                               

                The Company  has agreed to  indemnify  the  Selling  Stockholder
against certain civil  liabilities,  including  liabilities under the Securities
Act.                                                                            

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424B3
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 LEGAL MATTERS

        Certain  legal  matters with respect to the validity of the Common Stock
offered  hereby have been passed upon for the Company by Warshaw  Burstein Cohen
Schlesinger & Kuh, LLP. As of the date of this  Prospectus,  certain partners of
such firm beneficially owned shares of Common Stock.                            

 EXPERTS

        The consolidated financial statements of the Company as of June 30, 1997
and 1996 and for each of the years in the three-year  period ended June 30, 1997
have been incorporated by reference herein and in the registration  statement in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  and upon the authority of said firm as experts in  accounting  and
auditing.                                                                       

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424B3
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No person is authorized in connection  with any offering made hereby to give any
information or to make any representation not contained in this prospectus, and,
if given or made, such information or representation  must not be relied upon as
having been  authorized by the company.  This  prospectus does not constitute an
offer to sell or a  solicitation  of an offer to buy any security other than the
common  stock  offered  hereby,  nor  does it  constitute  an offer to sell or a
solicitation  of an offer to buy any of the  securities  offered  hereby  to any
person  in any  jurisdiction  in which it is  unlawful  to make such an offer or
solicitation.  Neither  the  delivery  of  this  prospectus  nor any  sale  made
hereunder  shall  under  any  circumstances  create  any  implication  that  the
information  contained  herein is correct as of any date  subsequent to the date
hereof.                                                                         

______________                                                  

TABLE OF CONTENTS                              7,447,000 Shares 

                 Page                         IMMUNOMEDICS, INC.

Available Information       2                                                   
Incorporation of Certain                                Common  Stock           
Documents by Reference     2                                                  
The Company                 3                        ____________________       
Risk Factors                6                                                   
Use of Proceeds            12                             PROSPECTUS            
Selling Stockholder        12                                                   
Plan of Distribution       13                        ____________________       
Legal Matters              14                                                   
Experts                    14                          February 13, 1998        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		11/1/98		11
		6/30/98		6		7			10-K
		4/6/98		5
Filed on:		2/13/98		1		15			10-Q
		2/10/98		1
		12/31/97		8		11			10-Q
		12/23/97		1		4
		11/28/97		5
		11/24/97		5
		10/7/97		2					DEF 14A
		9/30/97		2					10-Q
		9/16/97		3
		8/8/97		5
		6/30/97		2		14			10-K
		2/14/97		3					10-Q,  10-Q/A
		12/19/96		3
		10/4/96		3					DEF 14A
		6/30/96		14					10-K,  10-K/A,  8-K
		6/28/96		3
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