UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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| PROGENICS PHARMACEUTICALS, INC. |
(Name of Registrant as Specified in Its Charter) |
| |
VELAN CAPITAL, L.P. ALTIVA MANAGEMENT INC. BALAJI VENKATARAMAN VIRINDER NOHRIA LTE PARTNERS, LLC LTE MANAGEMENT, LLC MELKONIAN CAPITAL MANAGEMENT, LLC RYAN MELKONIAN TERENCE COOKE DEEPAK SARPANGAL |
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Velan Capital, L.P., together with the other participants named herein (collectively, the “Participating Stockholders”), has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes against the election of certain directors of Progenics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”).
Item 1: On June 11, 2019, the Participating Stockholders issued the following press release and delivered a letter to stockholders of the Company, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference:
Velan CAPITAL SENDS LETTER TO STOCKHOLDERS CALLING OUT Progenics Pharmaceuticals’ BOARD FOR UNNECESSARILY DILUTING STOCKHOLDERS to SUPport outSIZED AND UNDESERVED COMPENSATION
Oops, They Did it Again – Last Week the Board Chose to Further Dilute Stockholders, Proving Toxic Misalignment of Interests
Sets the Record Straight on the Board’s Misleading Statements
Reminds Stockholders to Follow Velan Capital, a True “Fellow Shareholder”, and Vote theGREEN Proxy Card Today AGAINST the Re-election of Peter Crowley and Michael Kishbauch
Alpharetta, GA - June 11, 2019 /PRNewswire/ -- Velan Capital, L.P. (together with the other participants in its solicitation, “Velan” or “we”), one of the largest stockholders of Progenics Pharmaceuticals, Inc. (“Progenics”)(NASDAQ:PGNX), announced today that it has delivered a letter to stockholders expressing its concerns with the latest decision of the Progenics Board of Directors (the “Board”) to further dilute stockholders, and providing clarity on certain misleading statements made by the Board.
Velan’s letter can be found here:https://www.savepgnx.com/api/v1/files/60f884e8-d60f-4321-a078-08d6e8d5b29b
In the letter, Velan calls out the Board for its decision last week to dilute stockholders again by issuing equity. The Board issued 1.63 million shares of Progenics common stock at approximately $4.20 per share for a milestone payment associated with its acquisition of AZEDRA. The Board chose to issue this dilutive equity rather than make this payment from its ample balance sheet cash reserves of ~$110 million. Given the circumstances,Velan sees no rational reason to issue costly and undervalued equity.
This situation is simple. The Board does not have stockholders’ best interests at heart. Peter Crowley and Michael Kishbauch, the sole members of the Compensation Committee, own ZERO shares of common stock (excluding shares underlying options) andsupport flawed corporate goals, which we believe incentivizes the dilution of stockholders for the personal gain of executives and directors.
Change must occur to have true accountability and alignment with stockholders. We urge stockholders to voteAGAINST the re-election ofMessrs. Crowley and Kishbauch on theGREEN proxy card.
No dilution without representation!
Investor contacts:
Deepak Sarpangal
(415) 677-7050
campaign@velancapital.com
www.SavePGNX.com
Okapi Partners LLC
Pat McHugh / Jason Alexander
(212) 297-0720
info@okapipartners.com
Item 2: On June 11, 2019, the following material was posted by the Participating Stockholders towww.SavePGNX.com:
