UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
September 26,
2019
Via E-Mail
Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Progenics Pharmaceuticals, Inc.
PREC14A filed on September 18, 2019
Filed by 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, G rard Ber, Eric Ende, Ann
MacDougall, Heinz M usli, and David Mims
File No. 000-23143
Dear Ms. Reda:
We have reviewed your filing and have the following comments. In some
of our comments,
we may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this letter by amending your filing, by providing
the requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to your facts and circumstances or do not believe
an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.
Preliminary Proxy Statement
1. Please consider including page numbers in your proxy statement.
2. Please provide the disclosure required by Items 3 and 23 of Schedule
14A.
Cover page
3. Please revise the cover page of your proxy statement to clearly mark
it as "Preliminary
Copy." Refer to Rule 14a-6(e)(1).
Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
September 26, 2019
Page 2
4. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
the staff on a supplemental basis. Provide support for your statement
that:
that the company faces "significant value destruction and
stockholder concerns."
that the board must be held accountable for "years of poor
performance, abysmal
corporate governance, commercial missteps, poor decision-making and
lack of
transparency."
that a reconstituted board can "unlock unrealized value."
that the board and CEO have presided over "...inefficient capital
allocation and
expense management, lack of stockholder alignment and preference for
unnecessary
and costly dilution..."
5. Please provide us support for your belief that new leadership is
required "consistent with
what we understand to be the views of most stockholders."
Reasons for the Solicitation
6. Each statement or assertion of opinion or belief must be clearly
characterized as such,
and a reasonable factual basis must exist for each such opinion or
belief. Support for
opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
the staff on a supplemental basis. Provide characterize as your beliefs
your disclosure that
"Poor stock performance is simply a manifestation of two key issues..."
7. Refer to your disclosure regarding the company's lease in New York City.
We note that
the company has issued press releases indicating that the company was
able to lower its
facility costs as a result of its move and received related tax
benefits. Revise your
disclosure to include this information.
8. Note that you must avoid issuing statements that directly or indirectly
impugn the
character, integrity or personal reputation or make charges of illegal,
improper or
immoral conduct without factual foundation. Provide us supplementally,
or disclose, the
factual foundation for the disclosure referenced below. In this regard,
note that the factual
foundation for such assertion must be reasonable. Refer to Rule 14a-9.
Your belief that the "current Board's lack of alignment with
stockholders through
its minimal stock ownership has caused a preference for
unnecessary and costly
stockholder dilution."
Your reference, in Proposal 3, to your inclusion of the proposal
out of "an
abundance of caution given this Board's track record..."
Meagan M. Reda, Esq.
Olshan Frome Wolosky LLP
September 26, 2019
Page 3
Proposal 4 The Board Size Proposal
9. Please revise this proposal to provide the disclosure required by Item
19 of Schedule
14A.
Proposal 5 The Election Proposal
10. Please tell us, with a view toward revising your disclosure, whether the
election of your
nominees following the removal of the incumbent directors is permitted
under the current
bylaws, without regard to the result of the consent solicitation as to
Proposal 3.
11. Please revise the biographical information for Mr. Mims to include
information for the
past five years.
12. Refer to the disclosure relating to the company's Loan Agreement. Revise
your
disclosure to quantify the current outstanding balance of the loan that
may be accelerated
as a result of a change of control.
13. In connection with your discussion of the consequences of a change of
control of the
company, please tell us, with a view toward revised disclosure, whether
the company's
license agreement with the University of Zurich, its New York City lease
agreement and
its license agreement with Johns Hopkins have any provisions relating to
a change of
control.
Incorporation by Reference
14. You may not disclaim your own disclosure. Please revise this section
accordingly.
Form of Consent Card
15. Please revise the form of consent card to specify that each proposal is
made by the
participants. See Rule 14a-4(a)(3).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F.
Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers
and Acquisitions