Form SC 13D/A PROGENICS PHARMACEUTICAL Filed by: Altiva Management Inc.

September 19, 2019 5:23 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Progenics Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0013 per share

(Title of Class of Securities)

743187106

(CUSIP Number)

Stephanie P. Cooper

Altiva Management Inc.
1055b Powers Place,

Alpharetta, GA 30009

(678) 580-2769

 

Copies to:

Olshan Frome Wolosky LLP

Steve Wolosky, Esq.

Meagan Reda, Esq.

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 18, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

CUSIP NO. 743187106

  1   NAME OF REPORTING PERSON  
         
        Velan Capital, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Georgia  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         8,011,733 shares of Common Stock  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,011,733 shares of Common Stock  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,011,733 shares of Common Stock  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%(1)  
  14   TYPE OF REPORTING PERSON  
         
        PN  

 

(1)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

2

CUSIP NO. 743187106

  1   NAME OF REPORTING PERSON  
         
        Altiva Management Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Nevada  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         8,011,733 shares of Common Stock(1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,011,733 shares of Common Stock(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,011,733 shares of Common Stock(1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%(2)  
  14   TYPE OF REPORTING PERSON  
         
        CO  

 

(1)Comprised of shares of Common Stock held by Velan Capital, L.P. See Item 5(b).

 

(2)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

3

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Balaji Venkataraman  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         8,011,733 shares of Common Stock(1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          8,011,733 shares of Common Stock(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        8,011,733 shares of Common Stock(1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.3%(2)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

(1)Comprised of shares of Common Stock held by Velan Capital, L.P. See Item 5(b).

 

(2)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

4

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Virinder Nohria  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States and the United Kingdom  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         110,000 shares of Common Stock(1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          110,000 shares of Common Stock(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        110,000 shares of Common Stock(1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0.1%(2)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

(1)Includes 60,000 shares of Common Stock held in Virinder Nohria 2014 Family Living Trust and 50,000 shares of Common Stock held in Virinder Nohria SEP IRA.

 

(2)       Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

5

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        LTE Partners, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,950,000 shares of Common Stock  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,950,000 shares of Common Stock  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,950,000 shares of Common Stock  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%(1)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

(1)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

6

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        LTE Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,950,000 shares of Common Stock(1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,950,000 shares of Common Stock(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,950,000 shares of Common Stock(1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%(2)  
  14   TYPE OF REPORTING PERSON  
         
        OO  

 

(1)Comprised of shares of Common Stock held by LTE Partners, LLC. See Item 5(b).

 

(2)       Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

7

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Melkonian Capital Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,950,000 shares of Common Stock(1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,950,000 shares of Common Stock(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,950,000 shares of Common Stock(1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%(2)  
  14   TYPE OF REPORTING PERSON  
         
        IA  

 

(1)Comprised of shares of Common Stock held by LTE Partners, LLC. See Item 5(b).

 

(2)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

8

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Ryan Melkonian  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,950,000 shares of Common Stock(1)  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,950,000 shares of Common Stock(1)  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,950,000 shares of Common Stock(1)  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.3%(2)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

(1)Comprised of shares of Common Stock held by LTE Partners, LLC. See Item 5(b).

 

(2)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

9

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Terence Cooke  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States and Ireland  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         40,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          40,000  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        40,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0.05%(1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

(1)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

 

10

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Deepak Sarpangal  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

11

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Gérard Ber  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Switzerland  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         50,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          50,000  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        50,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0.06%(1)  
  14   TYPE OF REPORTING PERSON  
         
        IN  

 

(1)Based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

  

12

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Eric Ende  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

13

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Ann MacDougall  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

14

CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        Heinz Mäusli  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Switzerland  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

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CUSIP NO. 743187106

 

  1   NAME OF REPORTING PERSON  
         
        David W. Mims  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        The United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        0  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

16

CUSIP NO. 743187106

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein that are not defined herein have the meanings given to them in the Schedule 13D.

Item 2.Identity and Background

Item 2 is hereby amended and restated in its entirety as follows:

Items (a)-(c), and (f) are filed by the following:

(a)       This statement is filed by:

(i)Velan Capital, L.P., a Georgia limited partnership (“Velan”), files this Schedule 13D with respect to the Shares directly and beneficially owned by it. Velan is a private investment partnership with a principal business address at 1055b Powers Place, Alpharetta, GA 30009.
(ii)Altiva Management Inc., a Nevada corporation (“Altiva”), files this Schedule 13D as the general partner of Velan. Altiva is a private investment adviser with a principal business address at 1055b Powers Place, Alpharetta, GA 30009. The directors of Altiva are Stephanie Cooper and Yelena Epova, both United States citizens. Ms. Cooper is the President and Secretary of Altiva and Ms. Epova is the Treasurer of Altiva. Ms. Cooper and Ms. Epova are referred to herein as the “Altiva Managers.” The business address of Ms. Cooper is 1055b Powers Place, Alpharetta, GA 30009. The business address of Ms. Epova is 5 Concourse Pkwy, Suite 1000, Atlanta, GA 30328. Ms. Cooper’s principal employment is as President and Secretary of Altiva, which employment is conducted at the address for Altiva indicated above. Ms. Epova’s principal occupation is as CPA and Partner with Aprio, LLP, whose address is the same as the business address of Ms. Epova as indicated above.
(iii)Balaji Venkataraman, a citizen of the United States, files this Schedule 13D as the sole shareholder of Altiva. Mr. Venkataraman is an investor in the specialty pharmaceutical industry. Mr. Venkataraman’s business address is 1055b Powers Place, Alpharetta, GA 30009.
(iv)Dr. Virinder Nohria, a citizen of the United States and the United Kingdom, files this Schedule 13D with respect to the Shares directly and beneficially owned by him. Dr. Nohria serves on the boards of various pharmaceutical companies. The address of Dr. Nohria is 120 Emerald Lane, Roswell, GA 30075.
(v)LTE Partners, LLC, a Delaware limited liability company (“LTE”), files this Schedule 13D with respect to the Shares directly and beneficially owned by it. LTE is a private investment fund, the principal business of which is to acquire, hold, dispose of and otherwise invest in securities. The principal business address of LTE is 450 West 31st Street, 12th Fl., New York, NY 10001.
(vi)LTE Management, LLC, a Delaware limited liability company (“LTE Management”), is a private company, the principal business of which is to serve as the manager of LTE. The principal business address of LTE Management is 450 West 31st Street, 12th Fl., New York, NY 10001.
(vii)Melkonian Capital Management, LLC, a Delaware limited liability company (“MCM”), is a registered investment advisor, the principal business of which is to manage investment and trading activities of private investment funds (including LTE). The principal business address of MCM is 450 West, 31st Street 12th Fl., New York, NY 10001.
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CUSIP NO. 743187106

(viii)Ryan Melkonian is a United States citizen with a business address at 450 West 31st Street, 12th Fl., New York, NY 10001. The principal occupation of Ryan Melkonian is serving as the Chief Investment Officer and Managing Member of MCM.
(ix)Terence Cooke, a citizen of the United States and Ireland, files this Schedule 13D with respect to the Shares directly and beneficially owned by him. Mr. Cooke’s business address is 450 West 31st Street, 12th Fl., New York, NY 10001. The principal occupation of Terence Cooke is serving as the Senior Managing Director of MCM.
(x)Deepak Sarpangal is a United States citizen with a business address at 9 Toledo Court, Burlingame, CA 94010. The principal occupation of Deepak Sarpangal is serving as the Managing Member of Sarpa Holdings, a private investment company.
(xi)Dr. Gérard Ber, a nominee for the Board of Directors of the Issuer (the “Board”), files this Schedule 13D with respect to the Shares directly and beneficially owned by him. Dr. Ber is a citizen of Switzerland with a business address at Untere Roostmatt 16, CH 6300, Switzerland. The principal occupation of Dr. Ber is serving as a member of the board of directors of Y-mAbs Therapeutics, Inc.
(xii)Dr. Eric J. Ende, a nominee for the Board, is a citizen of the United States with a business address at 6231 PGA Blvd., Suite 104-168, Palm Beach Gardens, FL 33418. The principal occupation of Dr. Ende is serving as President of Ende BioMedical Consulting.
(xiii)Ann MacDougall, a nominee for the Board, is a citizen of the United States with a business address at 610 West End Ave, New York, NY 10024. The principal occupation of Ms. MacDougall is serving as Chief Executive Officer of Dunollie Fund.
(xiv)Heinz Mäusli, a nominee for the Board, is a citizen of Switzerland with a business address at Schützenweg 3, 9032 Engelburg, Switzerland. The principal occupation of Mr. Mäusli is serving as a non-executive director of Inventiva S.A.
(xv)David W. Mims, a nominee for the Board, is a citizen of the United States with a business address at 2104 Longleaf Circle, Vestavia, Alabama 35216. The principal occupation of Mr. Mims is serving as a member of the board of directors of Guideway Care and SouthPoint Bank.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(d)       During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any Altiva Manager, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any Altiva Manager, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

18

CUSIP NO. 743187106

Item 3.Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety as follows:

Velan used approximately $36,335,909 (including brokerage commissions) in the aggregate to purchase the 8,011,733 Shares reported herein as beneficially owned by Velan. The funds used to acquire such Shares were working capital of Velan.

Dr. Nohria used approximately $511,762 (including brokerage commissions) in the aggregate to purchase 110,000 Shares reported herein as beneficially owned by Dr. Nohria. 60,000 of these Shares (with aggregate cost of $282,858) were acquired with funds from Virinder Nohria 2014 Family Living Trust, the beneficiaries of which are members of Dr. Nohria’s family. 50,000 of these Shares (with aggregate cost of $228,904) were acquired in Dr. Nohria’s SEP IRA with Dr. Nohria’s personal funds.

LTE used approximately $9,143,086 (including brokerage commissions) in the aggregate to purchase the 1,950,000 Shares reported herein as directly beneficially owned by LTE. The funds used to acquire such Shares were working capital of LTE.

Mr. Cooke used approximately $173,600 (including brokerage commissions) in the aggregate to purchase 40,000 Shares reported herein as beneficially owned by Mr. Cooke. The 40,000 Shares were acquired with Mr. Cooke’s personal funds.

Dr. Ber used approximately $229,500 (including brokerage commissions) in the aggregate to purchase 50,000 Shares reported herein as beneficially owned by Dr. Ber. The 50,000 Shares were acquired with Dr. Ber’s personal funds.

Item 4.Purpose of Transaction

Item 4 is hereby amended to add the following:

On September 18, 2019, the Reporting Persons filed a preliminary solicitation statement on Schedule 14A (the “Consent Statement”) with the Securities and Exchange Commission (the “SEC”) to seek stockholders’ consent for a number of proposals (the “Proposals”), the ultimate effect of which would be to reconstitute a majority of the Board through the removal of three current members of the Board, Mark R. Baker, David A. Scheinberg and Nicole S. Williams and the election of five highly-qualified nominees, Gérard Ber, Eric Ende, Ann MacDougall, Heinz Mäusli and David W. Mims (the “Nominees”), to the Board.

 

Also on September 18, 2019, the Reporting Persons delivered a Notice of Proposed Action by Written Consent of Stockholders to the Issuer (the “Notice”) setting forth the Proposals for which written consents would be solicited, together with an executed written consent in support of the Proposals, and requesting that the Issuer set a record date to determine the stockholders of the Issuer entitled to consent to the corporate actions set forth in the Proposals in writing without a stockholders meeting.

 

Further, on September 18, 2019, the Reporting Persons issued a press release announcing the launch of their consent solicitation and the filing of the Consent Statement seeking to reconstitute the Board and expressing their belief that the removal of long-tenured directors Messrs. Baker and Scheinberg and Ms. Williams is necessary to address the significant destruction of stockholder value that has occurred under their leadership. The Reporting Persons further expressed their belief that the election of their five highly-qualified, independent nominees would bring the much-needed skill sets to improve the Board’s strategic oversight and help put the Company on a better path. The Reporting Persons also stated in the press release that while it has always been their preference to reach a constructive solution with the Company, any such solution must address the need for management accountability. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

19

CUSIP NO. 743187106

 

Item 5.Interest in Securities of the Issuer

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The information set forth in Items 11 and 13 of the cover pages hereto is incorporated herein by reference. The ownership percentages set forth in Item 13 are calculated pursuant to Rule 13d-3 of the Act and are based on 86,421,634 shares of Common Stock outstanding as of August 5, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

As of the close of business on September 19, 2019, the Reporting Persons collectively beneficially owned an aggregate of 10,161,733 Shares, constituting approximately 11.8% of the Shares outstanding. As previously disclosed, the Reporting Persons have formed a “group” within the meaning of Section 13(d)(3) of the Act. However, the Reporting Persons expressly disclaim beneficial ownership of any securities covered by Schedule 13D other than securities indicated as being beneficially owned by such Reporting Person on the applicable cover page hereto. The Reporting Persons expressly retain sole voting and investment power in respect of the Shares that the Reporting Persons beneficially own.

(b)       The information set forth in Items 7 through 10 of the cover pages hereto is incorporated herein by reference.

Velan directly beneficially owns the shares of Common Stock reported herein as being beneficially owned by it. Velan may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) such shares. Each of Altiva, as the general partner of Velan, and Balaji Venkataraman, as the sole shareholder of Altiva, may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) the shares of Common Stock directly beneficially owned by Velan.

LTE directly beneficially owns the shares of Common Stock reported herein as being beneficially owned by it. LTE may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) such shares. Each of MCM, as the sole investment advisor to LTE, and LTE Management, as the sole manager of LTE, may be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) the shares of Common Stock directly beneficially owned by LTE. Ryan Melkonian, in his capacities as (i) the sole manager and majority member of LTE Management and (ii) the Chief Investment Officer, Managing Member and majority owner of MCM, may also be deemed to have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) the shares of Common Stock directly beneficially owned by LTE.

(c)       Schedule A hereto sets forth all transactions with respect to Shares effected since the filing of Amendment No. 2 to the Schedule 13D by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m. New York City time on September 19, 2019.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and restated in its entirety as follows:

 

The information provided or incorporated by reference in Items 3 and 4 is hereby incorporated by reference herein. Except as set forth in Items 3 and 4 of this Schedule 13D and as set forth in this Item 6, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person and any other person with respect to any securities of the Issuer.

 

Joint Filing Agreement

 

Each of the Reporting Persons is party to a Joint Filing and Solicitation Agreement, dated as of September 18, 2019 (the “Joint Filing and Solicitation Agreement”), pursuant to which, among other things, (a) the Reporting Persons agree to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company and (b) the Reporting Persons agree to form a group for the purpose of (i) soliciting written consents or proxies in favor of the Proposals, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.

20

CUSIP NO. 743187106

 

References to, and descriptions of, the Joint Filing and Solicitation Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Joint Filing and Solicitation Agreement attached hereto as Exhibit 99.2, which is incorporated in its entirety in this Item 6.

 

Item 7.Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:

 

Exhibit No. Exhibit Description
   
99.1 Press Release, dated September 18, 2019.
99.2 Joint Filing and Solicitation Agreement, dated as of September 18, 2019, by and among the Reporting Persons.
99.3 Powers of Attorney.

 

21

CUSIP NO. 743187106

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: September 19, 2019

  VELAN CAPITAL, L.P.
   
  By: Altiva Management Inc., its general partner
     
  By:

/s/ Stephanie P. Cooper

    Name: Stephanie P. Cooper
    Title: President and Secretary

 

  ALTIVA MANAGEMENT INC.
   
  By:

/s/ Stephanie P. Cooper

    Name: Stephanie P. Cooper
    Title: President and Secretary

 

  BALAJI VENKATARAMAN
   
 

/s/ Balaji Venkataraman

  Individually and as attorney-in-fact for Gérard Ber, Eric Ende, Ann MacDougall, Heinz Mäusli and David W. Mims

 

  VIRINDER NOHRIA
   
 

/s/ Virinder Nohria

   

 

  LTE PARTNERS, LLC
   
  By: LTE Management, LLC, its Manager
     
  By:

/s/ Ryan Melkonian

    Name: Ryan Melkonian
    Title: Member and Manager

 

  LTE MANAGEMENT, LLC
   
  By:

/s/ Ryan Melkonian

    Name: Ryan Melkonian
    Title: Member and Manager

 

  MELKONIAN CAPITAL MANAGEMENT, LLC
   
  By:

/s/ Ryan Melkonian

    Name: Ryan Melkonian
    Title: Member and Manager

 

22

CUSIP NO. 743187106

 

  RYAN MELKONIAN
   
 

/s/ Ryan Melkonian

   

 

  TERENCE COOKE
   
 

/s/ Terence Cooke

   

 

  DEEPAK SARPANGAL
   
 

/s/ Deepak Sarpangal

   

 

23

CUSIP NO. 743187106

Schedule A – Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

All transactions as set forth below are purchases of Shares effected in the open market, except as otherwise noted, and the table includes commissions paid in per share prices.

Name of Reporting Person Date of Transaction Amount of Securities Price Per Share ($)
Velan Capital, L.P. September 9, 2019 72,023 4.9947
Velan Capital, L.P. September 4, 2019 243,614 4.5093
Velan Capital, L.P. September 3, 2019 277,424 4.3937
LTE Partners, LLC September 9, 2019 21,480 4.9393
LTE Partners, LLC September 5, 2019 43,520 4.6208

 


Exhibit 99.1

 

Velan launches consent solicitation TO RECONSTITUTE THE progenics BOARD WITH ITS FIVE HIGHLY-QUALIFIED, INDEPENDENT director nominees

 

Believes its Five Completely Independent Nominees Would Bring Much-Needed Skill Sets and Drastically Improve the Board’s Strategic Oversight and Corporate Governance Failings

 

Expresses Disappointment with Current Board’s Actions Following Stockholder Vote Results Calling for Change and its Continued Refusal to Address the Real Issues Facing Progenics

 

Believes Removal of Three Longest-Tenured Directors is Necessary to Address the Significant Destruction of Stockholder Value Under Their Leadership

 

Files Preliminary Consent Statement and Plans to Engage with Fellow Stockholders in Near Term

 

Will Issue Comprehensive Strategic and Operational Plan to Help Progenics Reach its Full Potential in the Coming Weeks

 

Alpharetta, GA – September 18, 2019 /Business Wire/ -- Velan Capital, L.P. (together with the other members of its group, “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 announced that it has filed a preliminary consent statement with the SEC and delivered a written consent to the Company seeking to reconstitute the Progenics Board of Directors (“Board”) through the removal of the three long-tenured directors and the election of its five highly-qualified, fully-independent nominees.

 

Following the stockholder support for Velan’s campaign for change at the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), the Board’s actions (or lack thereof), including its failure to immediately engage with us and continued refusal to address the real issues facing the Company, have led us to believe that substantial change is urgently required at Progenics. Velan therefore feels compelled, on behalf of all stockholders, to take the next steps to provide for a better future at Progenics by putting in place a vastly improved board of directors.

 

Velan is pleased to identify five exceptional nominees for stockholder consideration. These individuals, who were selected after an extensive evaluation of numerous potential candidates, have the skill sets that are urgently needed at Progenics. All of these nominees have served on public company boards and bring a wide array of experience: pharmaceutical and radiopharmaceutical commercialization and supply chain expertise, investor relations and shareholder engagement, sophisticated financial analysis and judgment, and appropriate corporate governance and compensation oversight. The nominees are as follows:

 

 

 

Nominee Select Experience Notable Skill Sets

Dr. Gérard Ber

 

 

 

 

·         Previously Co-Founder and Chief Operating Officer of Advanced Accelerator Applications, building the business from scratch and selling to Novartis for $3.9 billion

·         Launched multiple radiopharmaceuticals, including LUTATHERA

·         Director at Y-mAbs Therapeutics, Inc. (NASDAQ:YMAB)

·         Radiopharmaceuticals

·         Operations, supply chain and commercialization

·         Drug development

·         PhD in Pharmacy

Dr. Eric J. Ende

·         President of Ende BioMedical Consulting

·         Previously a senior biotechnology analyst at multiple bulge bracket banks

·         Current director at Avadel Pharmaceuticals plc (NASDAQ:AVDL) and Matinas BioPharma Holdings, Inc. (NYSE AMERICAN:MTNB)

·         Previous director at Genzyme Corp.

 

·         Wall Street analyst / stockholder communication

·         Financial and industry expert

·         M.D. & M.B.A.

Ann MacDougall

·         Chief Executive Officer and Co-Founder of Dunollie Fund

·         Previously a Fellow at the Harvard University Advanced Leadership Institute

·         Previously served as General Counsel and member of the Management Committee in the U.S. and as Global Deputy General Counsel in Paris for PwC

·         Director at Opiant Pharmaceuticals, Inc. (NASDAQ:OPNT) and Atmos XR, Inc.

 

·         Governance expert

·         Social impact

·         Pharma (board) experience

·         Attorney

Heinz Mäusli

·         Previously Chief Financial Officer of Advanced Accelerator Applications, and led the diligence and negotiations in its sale to Novartis for $3.9 billion

·         Launched multiple radiopharmaceuticals, including LUTATHERA

·         Director at Inventiva S.A. (Euronext: IVA)

·         Previous director at Advanced Accelerator Applications S.A.

 

·         Radiopharmaceuticals

·         Operations, supply chain and commercialization

·         Financial expert

·         M&A execution / diligence

·         M.B.A.

David Mims

·         Previously President, U.S. Specialty Pharmaceuticals of Aptalis Pharmaceuticals

·         As a pharmaceutical executive, Mr. Mims successfully led multiple commercial organizations, including growing Aptalis to $475+ million in annual net sales in the U.S.

·         Executed multiple transactions as member of both selling and buying management teams

·         Previous director at Axcan Pharma, Inc. (formerly NASDAQ:AXCA)

 

·         Operations, supply chain and commercialization

·         Financial expert

·         M&A execution / diligence

·         CPA (inactive)

 

 

 

Further, this slate of independent director nominees is committed to executing on a comprehensive strategic plan for Progenics that will seek to put operations on par with well-performing competitors and create substantial value for stockholders. Velan is working diligently with these nominees on a comprehensive plan that we intend to release in the coming weeks, and which will include an outline of the operational actions our nominees would pursue, if elected.

 

Current Progenics CEO Mark Baker and the Board have presided (and continue to preside) over an extended period of poor performance and a lack of results for cancer patients. One of the most important governance responsibilities of the Board is to ensure that the right executive leadership is in place. Unfortunately, the current Board, particularly longest-tenured directors David A. Scheinberg (director since 1996) and Nicole S. Williams (director since 2007), do not appear to have fulfilled this basic responsibility, given their failure to hold Mr. Baker accountable for his prolonged underperformance since his appointment as CEO in 2011. Change on the Board is critical to ensure renewed focus and commitment to unlocking stockholder value. We believe that an objective, properly functioning Board would come to the right determination that CEO Mark Baker has failed essentially all stakeholders and that new leadership is required – consistent with what we understand to be the views of most stockholders. A key element of our plan will therefore be the Board identifying a top-tier CEO to lead Progenics going forward. We have had discussions with leading search firms regarding this important position – though ultimately this determination would be made by the new Board. We also believe the availability and quality of our Nominees are appropriate to provide extensive oversight and close guidance to management during any transition period, including one of our Nominees to step in and function as interim CEO.

 

We continue to believe there is significant value to be realized at Progenics. Velan’s preference has always been and continues to remain reaching a constructive solution to put the Company on a better path, however, any such solution must address the need for management accountability. Stockholders have spoken through their votes at the 2019 Annual Meeting and we believe the mandate is clear. Given the Company’s apparent refusal to come forward with a proposal that reflects the degree of change that we believe is desperately needed at Progenics, we have taken the extraordinary action of launching a consent solicitation to reconstitute the Board.

 

Investor Contacts:

Deepak Sarpangal

(415) 677-7050

info@velancapital.com

 

Okapi Partners LLC

Pat McHugh / Jason Alexander

(212) 297-0720

info@okapipartners.com

 

Media Contact:
Joe Germani / Sarah Braunstein

Sloane & Company

(212) 486-9500

JGermani@sloanepr.com / SBraunstein@sloanepr.com

 

 

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Velan Capital, L.P., together with the other participants named herein (collectively, the “Participating Stockholders”), has made a preliminary filing with the Securities and Exchange Commission (“SEC”) of a consent statement and an accompany consent card to be used to solicit consents from stockholders of Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for a number of proposals, the ultimate effect of which, if successful, would be to reconstitute the Board of Directors of the Company (the “Board”) through the removal of three current members of the Board and the election of the Participating Stockholder’s five highly qualified director nominees.

THE PARTICIPATING STOCKHOLDERS ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE CONSENT STATEMENT AND OTHER CONSENT MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH CONSENT MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS CONSENT SOLICITATION WILL PROVIDE COPIES OF THE CONSNET STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' CONSENT SOLICITOR.

Velan Capital, L.P. (“Velan”), Altiva Management Inc. (“Altiva”), Balaji Venkataraman, Virinder Nohria, LTE Partners, LLC (“LTE”), LTE Management, LLC (“LTE Management”), Melkonian Capital Management, LLC (“MCM”), Ryan Melkonian, Terence Cooke, Deepak Sarpangal, Gérard Ber, Eric Ende, Ann MacDougall, Heinz Mäusli and David Mims are participants in this solicitation.

As of the date hereof, Velan directly beneficially owns 8,011,733 shares of common stock of the Company (“Common Stock”). Altiva, as the general partner of Velan, may be deemed the beneficial owner of the 8,011,733 shares of Common Stock owned by Velan. Mr. Venkataraman, as the sole shareholder of Altiva, may be deemed the beneficial owner of the 8,011,733 shares of Common Stock owned by Velan. As of the date hereof, Mr. Nohria directly beneficially owns 110,000 shares of Common Stock. As of the date hereof, LTE directly beneficially owns 1,950,000 shares of Common Stock. MCM, as the sole investment advisor to LTE, may be deemed the beneficial owner of the 1,950,000 shares owned by LTE. LTE Management, as the sole manager of LTE, may be deemed the beneficial owner of the 1,950,000 shares owned by LTE. Mr. Melkonian, in his capacities as (i) the sole manager and majority member of LTE Management and (ii) the Chief Investment Officer, Managing Member and majority owner of MCM, may be deemed the beneficial owner of the 1,950,000 shares owned by LTE. As of the date hereof, Mr. Cooke directly beneficially owns 40,000 shares of Common Stock. As of the date hereof, Dr. Ber directly beneficially owns 50,000 shares of Common Stock. As of the date hereof, none of Deepak Sarpangal, Eric Ende, Ann MacDougall, Heinz Mäusli and David Mims own beneficially or of record any securities of the Company.

Exhibit 99.2

 

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”);

WHEREAS, Velan Capital L.P., a Georgia limited partnership, Altiva Management Inc., a Nevada corporation, Balaji Venkataraman, Virinder Nohria, LTE Partners, LLC, a Delaware limited liability company, LTE Management, LLC, a Delaware limited liability company, Ryan Melkonian, Terence Cooke and Deepak Sarpangal (collectively, “Velan”), and Gerard Ber, Eric J. Ende, Ann MacDougall, Heinz Mäusli and David W. Mims wish to form a group for the purpose of (i) seeking representation on the Board of Directors of the Company (the “Board”) through a consent solicitation or any other means permitted under the Delaware General Corporation Law (including any meeting of stockholders held in respect thereof, and any adjournments, postponements, reschedulings or continuations thereof) and (ii) taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 18th day of September 2019 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) and Velan of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       Each of the undersigned agrees to form the Group for the purpose of (i) seeking representation on the Board through a consent solicitation or any other means permitted under the Delaware General Corporation Law (including any meeting of stockholders held in respect thereof, and any adjournments, postponements, reschedulings or continuations thereof), (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4.       Each of the undersigned agrees that any SEC filing, press release, communication to the Company or communication to other stockholders proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be as determined by Velan. Velan will provide notice to and a reasonable opportunity for each of the parties to review and comment upon any such SEC filing, press release or communication, or any proposed agreement or negotiating position with respect to the Company. Subject to the foregoing, the parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities. In the absence of disagreement, Velan shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group.

 

 

6.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7.       This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8.       In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9.       Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

10.       Each party acknowledges that Olshan shall act as counsel for each of the Group and Velan relating to their investment in the Company.

11.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

  VELAN CAPITAL, L.P.
   
  By: Altiva Management Inc., its general partner
     
  By:

/s/ Stephanie P. Cooper

    Name: Stephanie P. Cooper
    Title: President and Secretary

 

 

  ALTIVA MANAGEMENT INC.
   
  By:

/s/ Stephanie P. Cooper

    Name: Stephanie P. Cooper
    Title: President and Secretary

 

 

 

/s/ Balaji Venkataraman

  BALAJI VENKATARAMAN

 

 

 

/s/ Virinder Nohria

  VIRINDER NOHRIA

 

 

  LTE PARTNERS, LLC
   
  By: LTE Management, LLC, its Manager
     
  By:

/s/ Ryan Melkonian

    Name: Ryan Melkonian
    Title: Member and Manager

 

 

  LTE MANAGEMENT, LLC
   
  By:

/s/ Ryan Melkonian

    Name: Ryan Melkonian
    Title: Member and Manager

 

 

 

 

  MELKONIAN CAPITAL MANAGEMENT, LLC
   
  By:

/s/ Ryan Melkonian

    Name: Ryan Melkonian
    Title: Managing Member

 

 

 

/s/ Ryan Melkonian

  RYAN MELKONIAN

 

 

 

/s/ Terence Cooke

  TERENCE COOKE

 

 

 

/s/ Deepak Sarpangal

  DEEPAK SARPANGAL

 

 

 

/s/ Gerard Ber

  GERARD BER

 

 

 

/s/ Eric J. Ende

  ERIC J. ENDE

 

 

 

/s/ Ann Macdougall

  Ann MacDougall

 

 

 

/s/ Heinz Mäusli

  HEINZ MÄUSLI

 

 

 

/s/ David W. Mims

  DAvid W. mims

 

Exhibit 99.3

 

POWER OF ATTORNEY 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Balaji Venkataraman and Ryan Melkonian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Progenics Pharmaceuticals, Inc. (the “Company”) directly or indirectly beneficially owned by Velan Capital, L.P. or any members of its Section 13(d) group (collectively, the “Velan Group”) and (ii) the solicitation of written consents or proxies that the Velan Group is considering to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Velan Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Velan Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Velan Group unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of September 2019.

 

/s/ Gerard Ber

GERARD BER

 

 

 

POWER OF ATTORNEY  

Know all by these presents, that the undersigned hereby constitutes and appoints each of Balaji Venkataraman and Ryan Melkonian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Progenics Pharmaceuticals, Inc. (the “Company”) directly or indirectly beneficially owned by Velan Capital, L.P. or any members of its Section 13(d) group (collectively, the “Velan Group”) and (ii) the solicitation of written consents or proxies that the Velan Group is considering to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Velan Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Velan Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Velan Group unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of September 2019.

 

/s/ Eric J. Ende

ERIC J. ENDE

 

 

 

 

POWER OF ATTORNEY  

Know all by these presents, that the undersigned hereby constitutes and appoints each of Balaji Venkataraman and Ryan Melkonian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Progenics Pharmaceuticals, Inc. (the “Company”) directly or indirectly beneficially owned by Velan Capital, L.P. or any members of its Section 13(d) group (collectively, the “Velan Group”) and (ii) the solicitation of written consents or proxies that the Velan Group is considering to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Velan Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Velan Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Velan Group unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of September 2019.

 

/s/ Ann Macdougall

ANN MACDOUGALL

 

 

 

 

POWER OF ATTORNEY  

Know all by these presents, that the undersigned hereby constitutes and appoints each of Balaji Venkataraman and Ryan Melkonian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Progenics Pharmaceuticals, Inc. (the “Company”) directly or indirectly beneficially owned by Velan Capital, L.P. or any members of its Section 13(d) group (collectively, the “Velan Group”) and (ii) the solicitation of written consents or proxies that the Velan Group is considering to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Velan Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Velan Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Velan Group unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of September 2019.

 

/s/ Heinz Mäusli

HEINZ MÄUSLI

 

 

 

 

POWER OF ATTORNEY  

Know all by these presents, that the undersigned hereby constitutes and appoints each of Balaji Venkataraman and Ryan Melkonian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Progenics Pharmaceuticals, Inc. (the “Company”) directly or indirectly beneficially owned by Velan Capital, L.P. or any members of its Section 13(d) group (collectively, the “Velan Group”) and (ii) the solicitation of written consents or proxies that the Velan Group is considering to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Velan Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Velan Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in each such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Velan Group unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of September 2019.

 

/s/ David W. Mims

DAVID W. MIMS

 

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