Form DFAN14A PROGENICS PHARMACEUTICAL Filed by: Altiva Management Inc.

July 1, 2019 8:58 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

Filed by the Registrant ☐

 

Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

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

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under Rule 14a-12

  

PROGENICS PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Its Charter)

 

VELAN CAPITAL, L.P.

ALTIVA MANAGEMENT INC.

BALAJI VENKATARAMAN

VIRINDER NOHRIA

LTE PARTNERS, LLC

LTE MANAGEMENT, LLC

MELKONIAN CAPITAL MANAGEMENT, LLC

RYAN MELKONIAN

TERENCE COOKE

DEEPAK SARPANGAL

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

(1)Title of each class of securities to which transaction applies:

 

 

 

(2)Aggregate number of securities to which transaction applies:

 

 

 

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4)Proposed maximum aggregate value of transaction:

 

 

 

(5)Total fee paid:

 

 

 

Fee paid previously with preliminary materials:

  

 

 

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

 

 

(1)Amount previously paid:

 

 

 

(2)Form, Schedule or Registration Statement No.:

 

 

 

(3)Filing Party:

 

 

 

(4)Date Filed:

 

 

 

 

 

 

Velan Capital, L.P., together with the other participants named herein (collectively, the “Participating Stockholders”), has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes against the election of certain directors of Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”).

 

Item 1: On July 1, 2019, the Participating Stockholders issued the following press release:

VELAN URGES STOCKHOLDERS TO FOLLOW ISS’ RECOMMENDATION BY VOTING “AGAINST” PROGENICS PHARMACEUTICALS DIRECTORS PETER CROWLEY AND MICHAEL KISHBAUCH

 

Agrees with ISS that the Board’s Focus Should Be on Why Shareholder Returns Have Been Weak and Why Progenics has “Experienced Recent, Significant Delays in Both Drug Development and Commercialization”

 

Reminds Stockholders that Now is the Time to Send a Clear Message to the Board that Persistent Underperformance, Value-Destructive Stockholder Dilution, Egregious Governance Actions, and Minimal Accountability Will No Longer Be Tolerated

 

Alpharetta, GA – July 1, 2019 /PRNewswire/ -- Velan Capital, L.P. (together with the other participants in its solicitation, “Velan” or “we”), one of the largest stockholders of Progenics Pharmaceuticals, Inc. (“Progenics” or the “Company”)(NASDAQ: PGNX), comprised of successful specialty pharmaceutical operators and financial services experts, today issued a statement reminding stockholders that now is the time to demand accountability at Progenics and to follow the recommendation of Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, by voting AGAINST the election of Progenics directors Peter Crowley and Michael Kishbauch at the Company’s upcoming Annual Meeting of Stockholders scheduled to be held on July 11, 2019 (the “Annual Meeting”).

 

In its report, ISS endorsed our call for change on the Progenics Board of Directors (the “Board”), highlighting the Board’s seeming unwillingness to recognize the underperformance of the Company under its guidance and noting the Board’s failure to hold management accountable for numerous operational and strategic missteps.

 

In Velan’s view, ISS’ review of the true issue in a withhold campaign – the performance of the incumbent directors – is most relevant. ISS concluded that stockholders should support Velan’s campaign for change by voting AGAINST Messrs. Crowley and Kishbauch. ISS stated*:

 

 

 

Velan believes Progenics is short on time and facts – the time to act is NOW. The Company has yet to properly explain why it took TEN MONTHS for an AZEDRA patient to be dosed and why it took over SIX YEARS to begin a Phase 2 program for MIP-1095. Time is ticking on AZEDRA and MIP-1095 and the Company is short on reasons for the delay and lacks a sense of urgency. In its report, ISS stated*:

 

While Velan believes that Glass Lewis & Co., LLC (“Glass Lewis”) reached the wrong conclusion in its report issued in connection with the Annual Meeting, Velan is pleased that Glass Lewis highlighted the multiple issues and shortcomings under the incumbent Board*:

 

The Company has argued Velan is seeking control but NOT ONCE did Velan ask for more than a MINORITY of Board seats in ANY discussions with the Company. Velan intended to reduce its director nominees to a minority slate – a FACT discussed with both the Company and Glass Lewis, yet it is conveniently excluded from the Company’s numerous misleading press releases and presentations and Glass Lewis’ analysis. The false notion that we sought or seek control is a red herring and a serious misrepresentation that the Company continuously employs to mislead stockholders in a desperate attempt to preserve the troubling status quo.

 

 

 

In addition, we think it is important to make clear that the Company specifically excluded ALL Velan nominees in all negotiation offers (despite our candidates “appear[ing] to have deep financial expertise” and “experience as operating executives commercializing biopharmaceuticals” as ISS points out). Furthermore, the Company’s requirement that candidates be acceptable to the Board potentially gave them the ability to reject any of our nominees. We urge stockholders to remain focused on the real issues facing the Company and to hold this Board accountable for its troubling track record.

 

While we believe that voting on the GREEN proxy card sends the strongest message that change is required, voting on the WHITE proxy card in the manner recommended by ISS – AGAINST Messrs. Crowley and Kishbauch – will have the same effect as voting on our GREEN proxy card.

 

FOLLOW ISS AND VOTE AGAINST MESSRS. CROWLEY AND KISHBAUCH TO ACHIEVE THE CHANGE DESPERATELY NEEDED AT PROGENICS.

 

*Permission to use quotations neither sought nor obtained. Emphasis added.

 

Investor contacts:

Deepak Sarpangal

(415) 677-7050

campaign@velancapital.com

www.savePGNX.com

 

Okapi Partners LLC

Pat McHugh / Jason Alexander

+1 (888) 785-6673

SavePGNX@okapipartners.com

 

 

Item 2: On July 1, 2019, the following material was posted by the Participating Stockholders to www.savePGNX.com:

 

 

Categories

SEC Filings