Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On January 6, 2017, Progenics Pharmaceuticals, Inc. (Progenics)
entered into a Controlled Equity OfferingSM Sales
Agreement with Cantor Fitzgerald Co. (Cantor), as sales agent, to
which Progenics may offer and sell, from time to time, through
Cantor shares of Progenics common stock, par value $0.0013 per
share, having an aggregate offering price of up to $75.0 million.
Progenics is not obligated to sell any shares under the Sales
Agreement. Subject to the terms and conditions of the Sales
Agreement, Cantor will use commercially reasonable efforts
consistent with its normal trading and sales practices,
applicable state and federal law, rules and regulations and the
rules of The NASDAQ Global Select Market to sell shares from time
to time based upon Progenics instructions, including any price,
time or size limits specified by Progenics. Under the Sales
Agreement, Cantor may sell shares by any method deemed to be an
at-the-market offering as defined in Rule 415 under the U.S.
Securities Act of 1933, as amended, or any other method permitted
by law, including in privately negotiated transactions. Cantors
obligations to sell shares under the Sales Agreement are subject
to satisfaction of certain conditions, including the
effectiveness of the registration statement on Form S-3 (the
Registration Statement) filed by Progenics with the U.S.
Securities and Exchange Commission on January 6, 2017 and other
customary closing conditions for transactions of this nature.
Progenics will pay Cantor a commission of 3.0% of the aggregate
gross proceeds from each sale of shares and has agreed to provide
Cantor with customary indemnification and contribution rights.
Progenics has also agreed to reimburse Cantor for legal fees and
disbursements, not to exceed $50,000 in the aggregate, in
connection with entering into the Sales Agreement.
The Sales Agreement will automatically terminate upon the earlier
of (i)the issuance and sale of all shares under the Sales
Agreement and (ii)the third anniversary of the date of the Sales
Agreement. The Sales Agreement may be terminated by Cantor or
Progenics at any time upon ten days notice to the other party, or
by Cantor at any time in certain circumstances, including the
occurrence of a material adverse change in Progenics business or
financial condition.
The foregoing summary of the Sales Agreement does not purport to
be complete and is qualified in its entirety by reference to the
text thereof, which is attached as an exhibit to the Registration
Statement and incorporated in this Item by this reference.
Shares sold under the Sales Agreement will be offered and sold to
the Registration Statement and the sales agreement prospectus
that forms a part of such Registration Statement.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are made to the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements concerning the
completion, timing and size of the sales under the Sales
Agreement and other statements that are other than statements of
historical facts. These statements involve significant risks and
uncertainties. These statements reflect Progenics current
expectations concerning future events, and actual events could
differ materially from those anticipated as a result of many
factors, including, but not limited to, the risks that the sale
of any shares under the Sales Agreement may not occur due to
market or other conditions or failure to satisfy the closing
conditions related to any sale. Additional information concerning
these and other factors that may cause actual events to differ
materially from those anticipated is contained in the “Risk
Factors” section of Progenics Annual Report for the fiscal year
ended December 31, 2015 on Form 10-K filed on March 11, 2016 and
inits other periodic reports and filings with the SEC and in the
prospectus related to the Sales Agreement. Investors should not
place undue reliance on forward-looking statements contained in
this Current Report or elsewhere. All forward-looking statements
are based on information currently available to Progenics, and
Progenics undertakes no obligation to revise or update them to
reflect events or circumstances after the date of this Current
Report, except as required by law.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
|
10.1 |
|
ControlledEquity OfferingSM Sales Agreement, |
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. Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) Recent Trading Information
Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) closed its last trading session up +0.16 at 8.89 with 760,326 shares trading hands.