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): February 28, 2021

 

LANTHEUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-36569		35-2318913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

331 Treble Cove Road, North Billerica, MA		01862
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (978) 671-8001

Not Applicable

(Former name or former address, if changed since last report.)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		LNTH		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Under the previously disclosed Amended and Restated Agreement and Plan of Merger by and among Lantheus Holdings, Inc. (“Lantheus”), Plato Merger Sub, Inc. and Progenics Pharmaceuticals, Inc., dated as of February 20, 2020 (the “Merger Agreement”), Lantheus agreed to reduce the size of its Board of Directors (the “Board”) from nine to eight directors prior to its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which is currently scheduled to be held on April 28, 2021. In fulfillment of that Merger Agreement requirement, Dr. Fredrick Robertson has agreed to resign from the Board (and any committee of the Board of which he is a member), effective as of immediately prior to the Annual Meeting. His resignation is not the result of any disagreement with Lantheus relating to Lantheus’s operations, policies or practices.

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.

 

Date: March 4, 2021