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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Immunomedics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Date Filed:

Date

Wednesday, December 14, 2016.

Time

10:00 a.m., local time.

Place

300 The American Road, Morris Plains, New Jersey 07950.

Proposals

1.

Elect five directors to serve for a term of one year until the 2017 Annual Meeting of Stockholders;

2.

Approve, on an advisory basis, compensation of our named executive officers;

3

Approve the amendment and restatement of our Certificate of Incorporation, as amended, to increase the maximum number of authorized shares of the Company’s capital stock, all classes, from 165,000,000 shares, consisting of (i) 155,000,000 shares of common stock, $0.01 par value per share (‘‘Common Stock’’), and (ii) 10,000,000 shares of preferred stock, $0.01 par value per share (‘‘Preferred Stock’’), to 205,000,000 shares, consisting of (x) 195,000,000 shares of Common Stock, and (y) 10,000,000 shares of Preferred Stock;

4.

Ratify the selection by the Audit Committee of our Board of Directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2017; and

5.

Consider any other business as may properly come before the Annual Meeting or any postponement or adjournment of the meeting.

How to View Proxy Materials and Vote on the Internet:

If you have access to the Internet, you can complete the process in a few steps:

·

Go to www.proxyvote.com. Please have the control number on this notice available and follow the instructions on the screen to view or download.

·

You will be able to vote your proxy while viewing the proxy materials on the Internet. Please have the control numbers on this notice available when you access the website. Follow the instructions on the screen to vote.

How to Obtain a Paper Copy of the Proxy Materials:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before November 16, 2016 to facilitate timely delivery. Please have the control number on this notice available when you request a copy.

You can order a copy of the proxy materials in one of three ways:

·

Telephone - Call free of charge at 800-579-1639 in the United States, Canada or Puerto Rico using a touch-tone phone and follow the instructions. 

·

Internet - Go to www.proxyvote.com.

·

Email - Send an email message to sendmaterial@proxyvote.com with the control number on this notice in the subject line.

You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.

How to Vote in Person:

If you are a stockholder of record as of the record date, you are invited to attend the annual meeting and you may vote in person. Proxy materials will be available and we will give you a ballot when you arrive.

Directions to attend the meeting can be found on our website, www.immunomedics.com.

CONTROL NUMBERS

Ms. Jane Stockholder
321 Proxy Ave.
YourCity, WA 98200

Account # [  ]
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You may vote your proxy when you view the materials on the Internet. You will be asked to enter these account validation numbers.