Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 23, 2014

 

 

Progenics Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-23143   13-3379479

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

777 Old Saw Mill River Road, Tarrytown, New York   10591
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (914) 789-2800

 

 

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 ( see General Instruction A.2. below):

 

¨ 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))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On January 23, 2014, Progenics Pharmaceuticals, Inc. (NASDAQ: PGNX) entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., as sales agent, pursuant to which Progenics may offer and sell, from time to time, through Cantor shares of Progenics common stock, par value $0.0013 per share, having an aggregate offering price of up to $50.0 million.

Progenics is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Cantor will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The NASDAQ Global Select Market to sell shares from time to time based upon Progenics’ instructions, including any price, time or size limits specified by Progenics. Under the Sales Agreement, Cantor may sell shares by any method deemed to be an “at-the-market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or any other method permitted by law, including in privately negotiated transactions. Cantor’s obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including the effectiveness of the registration statement on Form S-3 filed by Progenics with the U.S. Securities and Exchange Commission on January 23, 2014 and other customary closing conditions for transactions of this nature. Progenics will pay Cantor a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide Cantor with customary indemnification and contribution rights. Progenics has also agreed to reimburse Cantor for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Sales Agreement.

The Sales Agreement will automatically terminate upon the earlier of (i) the issuance and sale of all shares under the Sales Agreement and (ii) the third anniversary of the date of the Sales Agreement. The Sales Agreement may be terminated by Cantor or Progenics at any time upon ten days’ notice to the other party, or by Cantor at any time in certain circumstances, including the occurrence of a material adverse change in Progenics’ business or financial condition.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the text thereof, which is incorporated by reference to Progenics’ Form S-3 filing in this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item by this reference.

Shares sold under the Sales Agreement will be issued pursuant to Progenics’ registration statement on Form S-3 and the sales agreement prospectus that forms a part of such registration statement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements concerning the completion, timing and size of the sales under the Sales Agreement and other statements that are other than statements of historical facts. These statements involve significant risks and uncertainties. These statements reflect Progenics’ current expectations concerning future events, and actual events could differ materially from those anticipated as a result of many factors, including, but not limited to, the risks that the sale of any shares under the Sales Agreement may not occur due to market or other conditions or failure to satisfy the closing conditions related to any sale. Additional information concerning these and other factors that may cause actual events to differ materially from those anticipated is contained in the “Risk Factors” section of Progenics’ 2012 Annual Report on Form 10-K as amended by Amendment No. 2 thereto on Form 10-K/A filed on January 17, 2014, its other periodic reports and filings with the SEC and in the prospectus related to the Sales Agreement. Investors should not place undue reliance on forward-looking statements contained in this Current Report or elsewhere. All forward-looking statements are based on information currently available to Progenics, and Progenics undertakes no obligation to revise or update them to reflect events or circumstances after the date of this Current Report, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
10.1    Controlled Equity OfferingSM Sales Agreement dated as of January 23, 2014, by and between Progenics Pharmaceuticals, Inc. and Cantor Fitzgerald & Co. (filed as Exhibit 1.1 to the registration statement on Form S-3 filed on January 23, 2014 and incorporated by reference herein).

SIGNATURES

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.

 

PROGENICS PHARMACEUTICALS, INC.
By:  

/s/ ANGELO W. LOVALLO, JR.

  Angelo W. Lovallo, Jr.
  Vice President, Finance & Treasurer
  (Principal Financial and Accounting Officer)

Date: January 24, 2014

EXHIBIT INDEX

 

Exhibit No.    Description
10.1    Controlled Equity OfferingSM Sales Agreement dated as of January 23, 2014, by and between Progenics Pharmaceuticals, Inc. and Cantor Fitzgerald & Co. (filed as Exhibit 1.1 to the registration statement on Form S-3 filed on January 23, 2014 and incorporated by reference herein).