August 28, 2019 6:01 AM




Washington, D.C.  20549








Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 27, 2019


Progenics Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)





(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)




One World Trade Center, 47th Floor, New York, New York 10007

                  (Address of Principal Executive Offices) (Zip Code)




Registrant’s telephone number, including area code:  (646) 975-2500


Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0013


The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ☐ 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 7.01. Regulation FD Disclosure.


On August 27, 2019, Progenics Pharmaceuticals, Inc. (the “Company”) delivered a letter (the “Response Letter”) to Velan Capital, L.P. (“Velan”), explaining the Company’s ongoing shareholder outreach effort while responding to Velan’s letter to the Company dated August 26, 2019. A copy of the Response Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.


The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.


d)          Exhibits.


Exhibit No.






Letter to Velan Capital, L.P., dated August 27, 2019







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.






/s/ Patrick Fabbio


Patrick Fabbio


Executive Vice President and Chief Financial Officer



Date: August 27, 2019


Exhibit 99.1


Progenics Pharmaceuticals, Inc. 

One World Trade Center, 47th Floor, Suite J

New York, NY  10007

Phone: (646) 975-2500

Fax: (646) 707-3626




August 27, 2019



Velan Capital LP

c/o Bala Venkataraman

Managing Partner

1055b Powers Place

Alpharetta, GA 30009


Dear Bala,


We are in receipt of your letter dated August 26, 2019.


As we announced in the press release dated August 8, 2019, following the results of this year’s annual meeting, we have implemented a number of governance enhancements and are in the process of engaging with shareholders to methodically hear their feedback about this announcement. We are also gathering insights from our shareholders as part of this process regarding board composition, our governance practices and paths to shareholder value creation, more generally.


The goal of this outreach program is to identify solutions that address the concerns of all shareholders. We appreciate your patience while we complete this initiative.


We look forward to being in touch shortly to explore a constructive resolution without the cost and distraction of a consent solicitation.







Mark R. Baker

Bradley L. Campbell 





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