PROGENICS PHARMACEUTICALS, INC. Item 2.01. Completion of Acquisition or Disposal of Assets.
On the Closing Date, Lantheus and Progenics completed the Merger. At the
effective time of the Merger (the "Effective Time"), each share of Progenics'
common stock, par value
At the Effective Time, in accordance with the Merger Agreement, each Progenics stock option with a per share exercise price that does not exceed$4.42 (an "in-the-money option") and each Progenics stock option with a per share exercise price that does exceed$4.42 (an "out-of-the-money option") was treated as follows: • If such Progenics stock option was an in-the-money option immediately prior to the Effective Time, it was assumed by Lantheus and converted into an option (a "Lantheus stock option") to purchase (a) that number of shares of Lantheus common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the total number of shares of Common Stock subject to such Progenics stock option immediately prior to the Effective Time by (ii) 0.31, (b) at a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Common Stock at which such Progenics stock option was exercisable immediately prior to the Effective Time by (ii) 0.31. Each such Lantheus stock option has the same terms and conditions (including the applicable time-vesting and/or performance-vesting conditions and any provisions for accelerated vesting) as applied to the corresponding Progenics in-the-money option immediately prior to the Effective Time. • In addition to a Lantheus stock option, each holder of a Progenics in-the-money option immediately prior to the Effective Time also received either (a) with respect to any Progenics in-the-money option that was vested immediately prior to the Effective Time (a "vested in-the-money option"), one fully vested CVR for each share of Common Stock subject to such vested in-the-money option that will be payable under the terms of the CVR Agreement (a "vested CVR"), or (b) with respect to any Progenics in-the-money option that was not vested immediately prior to the Effective Time (an "unvested in-the-moneyoption"), one unvested CVR for each share of Common Stock subject to such unvested in-the-money option that is subject to vesting upon the same terms and conditions (including the applicable time-vesting and/or performance-vesting conditions and any provisions for accelerated vesting) that applied to the corresponding . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, in connection with the completion of the Merger, Progenics
notified
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated in this Item 3.01 by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, and 5.03 is incorporated in this Item 3.03 by reference.
On the Closing Date, each holder of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of Progenics, other than (except for certain excluded shares as described in the Merger Agreement) the right to receive the per share Merger Consideration pursuant to the terms of the Merger Agreement.
Item 5.01. Changes in Control of Registrant.
On the Closing Date, a change in control of Progenics occurred and Progenics became a wholly owned subsidiary of Lantheus.
The information set forth in the Introductory Note and Item 3.03 and 5.02 is incorporated in this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the Closing Date,
In addition, on the Closing Date,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date, Progenics' certificate of incorporation was amended and restated in its entirety to be in the form attached hereto as Exhibit 3.1.
On the Closing Date, Progenics' bylaws were amended and restated in their entirety to be in the form attached hereto as Exhibit 3.2.
The information set forth in Item 2.01 of this report is incorporated in this Item 5.03 by reference.
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
February 20, 2020 , among Lantheus Holdings, Inc., Plato Merger Sub,
Inc. and Progenics Pharmaceuticals, Inc. (incorporated by reference to
Exhibit 2.1 to Progenics' Current Report on Form 8-K filed on
February 20, 2020 ).
3.1 Fourth Amended and Restated Certificate of Incorporation of
Progenics Pharmaceuticals, Inc. , effective June 19, 2020 .
3.2 Amended and Restated Bylaws of Progenics, effective June 19, 2020 .
99.1 Joint Press Release, dated June 22, 2020 .
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