The aggregate number of shares of Lantheus common stock expected to be issued in connection with the Merger is 26,844,957. In addition, in connection with the Merger, Lantheus expects to assume 34,000 in-the-money options and 6,507,342 out-of-the-money options, each to be converted into Lantheus stock options at the exchange ratio noted above. The aggregate number of CVRs expected to be issued in connection with the Merger is 86,630,634.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated in this Item 2.01 by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, in connection with the completion of the Merger, Progenics notified The Nasdaq Stock Market (Nasdaq) that the Merger had been completed and requested that trading of the Common Stock on Nasdaq be suspended prior to the opening of trading on June 22, 2020. In addition, Progenics requested that Nasdaq file with the Securities and Exchange Commission (the SEC) a Notification of Removal from Listing and/or Registration on Form 25 to delist the Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the Exchange Act), on June 22, 2020. As a result, the Common Stock will no longer be listed on Nasdaq. In addition, Progenics intends to file with the SEC a certification on Form 15 under the Exchange Act to terminate the registration of all Progenics securities registered under Section 12(g) of the Exchange Act and to suspend Progenics reporting obligations under Sections 13 and 15(d) of the Exchange Act.
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated in this Item 3.01 by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, and 5.03 is incorporated in this Item 3.03 by reference.
On the Closing Date, each holder of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of Progenics, other than (except for certain excluded shares as described in the Merger Agreement) the right to receive the per share Merger Consideration to the terms of the Merger Agreement.
Item 5.01. Changes in Control of Registrant.
On the Closing Date, a change in control of Progenics occurred and Progenics became a wholly owned subsidiary of Lantheus.
The information set forth in the Introductory Note and Item 3.03 and 5.02 is incorporated in this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the Closing Date, Ann MacDougall, Gérard Ber, Bradley Campbell, Eric Ende, Karen Jean Ferrante, David Mims, and Heinz Mäusli resigned from their respective roles as directors on the board of directors of Progenics. Effective as of the Effective Time, Mary Anne Heino, Robert J. Marshall Jr. and Michael P. Duffy, the directors of Merger Sub, were appointed as directors to the board of directors of Progenics.
In addition, on the Closing Date, David Mims resigned as Interim Chief Executive Officer and Interim Chief Financial Officer of Progenics. In addition, effective as of the Effective Time, Mary Anne Heino was appointed as Chief Executive Officer and President and Robert J. Marshall Jr. was appointed as Chief Financial Officer and Treasurer.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date, Progenics certificate of incorporation was amended and restated in its entirety to be in the form attached hereto as Exhibit 3.1.
On the Closing Date, Progenics bylaws were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2.
The information set forth in Item 2.01 of this report is incorporated in this Item 5.03 by reference.