UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 16,
2019
Meagan Reda, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
Re: Progenics Pharmaceuticals, Inc.
PREC14A preliminary proxy statement filing made on Schedule
14A
Filed on May 7, 2019 by Velan Capital, L.P. et al.
File No. 000-23143
Dear Ms. Reda:
We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the
disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written
response.
After reviewing any amendment to the filing and any information
provided in response to
these comments, we may have additional comments. Capitalized terms used but
not defined
herein have the same meaning ascribed to them in the filing.
Schedule 14A
General
1. Please provide disclosure regarding the approximate date on which the
proxy statement and
form of proxy will be delivered, as required under Item 1(b) of Schedule
14A as well as Rule
14a-6(d), in the proxy statement (as defined under Rule 14a-1(g)) as
distinguished from the
cover letter to stockholders, which while filed under cover of Schedule
14A is not a
required disclosure under Rule 14a-101.
2. The disclosure in the letter to stockholders states that "the Board
invalidated our nomination
on technical grounds" and that the Participating Stockholders' nomination
was invalidated
"due to a mere technicality." Similar statements are made elsewhere in the
filing. Please add
disclosure to explain the nature of this technicality.
Meagan Reda, Esq.
May 16, 2019
Page 2
3. Page 1 of the proxy statement states that the 2019 annual meeting will be
held [at the
Company's offices located at One World Trade Center, 47th Floor, Suite J,
New York, NY
10007]. As it does not appear that the Company has yet determined the place
of the meeting,
please remove this reference.
4. We note the disclosure on page 1 that states, "We intend to vote the Velan
Group Shares
AGAINST the election of Peter J. Crowley, Michael D. Kishbauch and Mark R.
Baker."
Elsewhere, including on the form of proxy, the disclosure indicates that you
intend to vote
"ABSTAIN" on the election of Mr. Baker, and in other places the disclosure
is silent as to
your intention regarding the election of Baker. Please clarify and present
your intentions
consistently throughout the filing.
Important, page 3
5. Please revise the final paragraph on page 3 to avoid any implication that a
Company proxy
card marked "against" will not constitute a valid vote.
Reasons for Our Solicitation, page 7
6. Page 8 of the proxy statement states, "The early clinical results of 1095
were published in
July 2014 (Zechmann et al.) and five years later, this remains the data
referenced by the
Company in its corporate presentation." It appears that the Company's
corporate
presentation, available on the Company's Investor Relations webpage, also
refers to "Afshar-
Oromieh et al. Eur J Nucl Med Mol Imaging, 2017" within the same citation as
the July 2014
publication. Please revise your disclosure accordingly, or tell us why a
revision is
inappropriate.
Voting and Proxy Procedures, page 15
7. The third paragraph of this section states, "This Proxy Statement includes
authority to vote
for all Progenics Nominees." This does not appear to be the case, as the
form of proxy does
not provide a "For" option for Mr. Crowley, Mr. Kishbauch, or Mr. Baker.
Please reconcile
the disclosure in the proxy statement with the form of proxy, and if true,
please also include
disclosure in the proxy statement that explains to shareholders that, should
they wish to vote
in favor of any of Crowley, Kishbauch, or Baker, they must use the Company's
proxy card.
Solicitation of Proxies, page 17
8. We note the disclosure that states that proxies may be solicited by, among
other means,
telegraph. Please advise us as to whether the reference to telegraph is
accurate, or delete it.
Other Matters and Additional Information, page 20
9. Please disclose the information required by Rule 14a-5(e)(3). See Item 1(c)
of
Schedule 14A.
Meagan Reda, Esq.
May 16, 2019
Page 3
Form of Proxy
10. Regarding the "Election of Directors" section on the proxy card, please
clarify the effect that
writing in nominees under the "For All Other Company Nominees, Except
Nominee(s)
Written Below" will have (i.e., whether an "Against" vote or an "Abstain"
vote will be
deemed cast with respect to such nominees).
We remind you that the participants are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact me at (202) 551-8094 with any questions.
Sincerely,
/s/ David M.
Plattner
David M. Plattner
Special Counsel
Office of Mergers
& Acquisitions