Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) Files An 8-K Completion of Acquisition or Disposition of Assets

Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposal of Assets.

On the Closing Date, Lantheus and Progenics completed the Merger. At the effective time of the Merger (the “Effective Time”), each share of Progenics’ common stock, par value $0.0013 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) were automatically converted into the right to receive (i) 0.31 of a share of Lantheus common stock and (ii) one non-transferable contingent value right (a “CVR”) representing the right to receive up to two contingent payments upon the achievement of certain milestones at the times and subject to the terms of the Contingent Value Rights Agreement (the “CVR Agreement”), dated as of June 19, 2020, by and between Lantheus and Computershare, Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as rights agent (both clause (i) and (ii) being the “Merger Consideration”).

At the Effective Time, in accordance with the Merger Agreement, each Progenics stock option with a per share exercise price that does not exceed $4.42 (an “in-the-money option”) and each Progenics stock option with a per share exercise price that does exceed $4.42 (an “out-of-the-money option”) was treated as follows:

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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.

Item 8.01. Other Events.

On June 22, 2020, Progenics and Lantheus issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(d) Exhibits.

2.1    Amended and Restated Agreement and Plan of Merger, dated as of February  20, 2020, among Lantheus Holdings, Inc., Plato Merger Sub, Inc. and Progenics Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to Progenics’ Current Report on Form 8-K filed on February  20, 2020).
3.1    Fourth Amended and Restated Certificate of Incorporation of Progenics Pharmaceuticals, Inc., effective June 19, 2020.
3.2    Amended and Restated Bylaws of Progenics, effective June 19, 2020.
99.1    Joint Press Release, dated June 22, 2020.


PROGENICS PHARMACEUTICALS INC Exhibit
EX-3.1 2 d946941dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROGENICS PHARMACEUTICALS,…
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About Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX)

Progenics Pharmaceuticals, Inc. is engaged in developing medicines and other products for targeting and treating cancer. The Company’s products in development include therapeutic agents designed to target cancer and imaging agents, which focuses on enabling clinicians and patients to accurately visualize and manage their diseases. The Company’s EXINI Bone BSI is an analytical tool that employs an artificial intelligence-based approach to apply techniques of statistical analysis and pattern recognition to quantify the information produced by bone scintigraphy (bone scan) images used to view cancer present in the skeleton. The EXINI Bone BSI tool reads bone scans and produces an automated Bone Scan Index quantification. The Company’s clinical-stage products include AZEDRA, 1404 (trofolastat), PyL ([18F] DCFPyL), 1095 and PSMA ADC. The Company’s partnered products include Relistor-Subcutaneous injection, Relistor-Oral Tablets and PRO 140.

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