Item 8.01 Other Events.
On June 6, 2022, Radius Health, Inc. (the "Company") filed with the Securities
and Exchange Commission ("SEC") and made available to its stockholders of record
a definitive proxy statement (the "2022 Proxy Statement") for the Company's 2022
Annual Meeting of Stockholders (the "2022 Annual Meeting") to be held virtually
on July 8, 2022.
On June 27, 2022, the Board of Directors of the Company (the "Board") determined
to postpone the 2022 Annual Meeting, which will now be held virtually on
July 26, 2022 at 10:00 a.m., EDT. The postponement will provide the Company's
stockholders additional time to evaluate information regarding the proposed
tender offer (the "Offer") for all the outstanding shares (the "Shares") of the
Company's common stock, $0.0001 par value ("Common Stock") to be launched by an
entity jointly owned by Gurnet Point Capital, LLC and Patient Square Capital
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") between the
Company, Ginger Acquisition, Inc. ("Parent") and Ginger Merger Sub, Inc.
("Purchaser"), disclosed by the Company on June 23, 2022, as well as the Board's
strategic review process. Pursuant to the Merger Agreement, Purchaser has agreed
to commence the Offer by July 15, 2022.
The record date for the 2022 Annual Meeting of June 3, 2022 remains unchanged.
The matters to be voted on at the Annual Meeting also remain unchanged, and the
proxy card and voting instruction forms originally distributed with the 2022
Proxy Statement remain valid. Only holders of record of shares of the Company's
Common Stock at the close of business on June 3, 2022 will be entitled to vote
at the Annual Meeting or any further postponement or adjournment thereof.
Stockholders who have already cast their votes do not need to take any action,
unless they wish to change or revoke their prior proxy or voting instructions.
The Company encourages all stockholders of record to vote so that their Shares
will be represented at the 2022 Annual Meeting. Stockholders should follow the
instructions provided in the 2022 Proxy Statement to vote, change their vote or
revoke their prior proxy or voting instructions. Internet and telephone voting
for stockholders of record will now remain open until 11:59 p.m., EDT, on
July 25, 2022.
Additional Information and Where to Find It
The Offer for the outstanding Shares referenced in this Current Report on Form
8-K has not yet commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials that Parent
and Purchaser, will file with the SEC, upon the commencement of the Offer. At
the time the Offer is commenced, Parent and Purchaser will file a tender offer
statement on Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, and thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with
respect to the Offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A LETTER OF
TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. THE COMPANY'S STOCKHOLDERS
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY'S SECURITIES SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Holders of
Shares can obtain these documents free of charge when they are filed from the
SEC's website at www.sec.gov or on the Company's website at www.radiuspharm.com.
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RADIUS HEALTH, INC. 
