false 0001521036 0001521036 2025-01-29 2025-01-29

 

 

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 29, 2025

 

 

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.)

201 Burlington Road, South Building

Bedford, Massachusetts 01730

(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.

(d) Appointment of Directors

On January 29, 2025, the board of directors of Lantheus Holdings, Inc. (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Phuong Khanh (P.K.) Morrow, M.D., an experienced pharmaceutical executive and physician-scientist with deep expertise leading end-to-end clinical development in the field of oncology, to the Board. In connection with Dr. Morrow’s appointment, the size of the Board was increased to eleven directors. Dr. Morrow was appointed as a Class II Director for a term expiring at the Lantheus 2026 annual meeting of stockholders and to serve as a member of the Science and Technology Committee.

The Board determined that Dr. Morrow qualifies as an independent director pursuant to the rules of the Nasdaq Stock Market.

Dr. Morrow will enter into a customary indemnification agreement with Lantheus and Lantheus Medical Imaging, Inc., a Delaware corporation and Lantheus’ wholly owned subsidiary. She will receive compensation for her services on the Board and its committee in accordance with Lantheus’s current non-employee director compensation practices, comprising of: (i) cash compensation of $60,000 per year for her service as a Director, and $7,500 per year for her service as a member of the Science and Technology Committee, in each case, prorated for partial years of service; (ii) an initial grant consisting of 50% Restricted Stock Units (“RSUs”) and 50% options to purchase Lantheus common stock (the “Options”) valued, in the aggregate, at $100,000, which is prorated for the initial partial year of service and will vest in full on the first anniversary of the grant date; and, (iii) as part of the annual equity compensation program for Directors, an annual equity grant commencing in 2025 valued at $400,000, which will vest in full on the first anniversary of the grant date.

There are no arrangements or understandings between Dr. Morrow and any other persons pursuant to which she was appointed as a director, there are no family relationships among any of the Company’s directors or executive officers and Dr. Morrow and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Dr. Morrow to the Board is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

   

Description

99.1    Press Release entitled “Lantheus Appoints Phuong Khanh (P.K.) Morrow, M.D., as New Board Member,” dated January 30, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

   

LANTHEUS HOLDINGS, INC.

 

    By:  

/s/ Daniel Niedzwiecki

    Name:   Daniel Niedzwiecki
    Title:   Chief Administrative Officer and General Counsel

Date: January 30, 2025

Exhibit 99.1

 

LOGO

Lantheus Appoints Phuong Khanh (P.K.) Morrow, M.D., as New Board Member

BEDFORD, Mass., January 30, 2025 (GLOBE NEWSWIRE) – Lantheus Holdings, Inc. (“Lantheus”) (NASDAQ: LNTH), the leading radiopharmaceutical-focused company committed to enabling clinicians to Find, Fight and Follow disease to deliver better patient outcomes, today announced the appointment of Phuong Khanh (P.K.) Morrow, M.D. to Lantheus’ Board of Directors (“Board”), effective February 1, 2025. Dr. Morrow is an experienced pharmaceutical executive and physician-scientist with deep expertise leading end-to-end clinical development in the field of oncology. As an independent director, Dr. Morrow will serve as a member of the Board’s Science and Technology Committee, where her proven track record in advancing clinical programs and wealth of knowledge in oncology therapeutics development will help guide the success of Lantheus’ strategic initiatives and innovation efforts. Following her appointment, the Board will be comprised of eleven directors, nine of whom are independent.

“Lantheus is excited to welcome P.K. Morrow to our Board of Directors – the second new board appointment in the past five months – during this pivotal period of growth and innovation in radiopharmaceuticals,” said Mary Anne Heino, Chairperson of the Board. “Dr. Morrow’s extensive expertise in drug development and her significant experience in oncology align well with our vision for the future of Lantheus and will be essential in our Purpose to Find, Fight and Follow disease to deliver better patient outcomes.”

“I look forward to joining the Lantheus Board and partnering with a dedicated team of patient-centric leaders who are focused on advancing the Company’s research and development capabilities to support its innovative pipeline,” said Dr. Morrow. “With a strong legacy in precision diagnostics and radiopharmaceuticals and the recent announcement of two strategic deals, I am confident that Lantheus is well-positioned to continue its growth as a fully integrated radiopharmaceutical company, while making an impact on the lives of patients with difficult-to-treat disease.”

Dr. Morrow is currently the Head of the Oncology Therapeutic Area Unit (OTAU) at Takeda, where she is responsible for the company’s oncology R&D strategy and development portfolio. Prior to joining Takeda, Dr. Morrow served as Chief Medical Officer at CRISPR Therapeutics, where she led a cross-functional team of physicians, scientists and development team members, overseeing end-to-end development of clinical programs spanning hematology, oncology, diabetes and cardiovascular diseases states. Dr. Morrow previously spent over a decade at Amgen, where she served as Vice President and Global Therapeutic Area Head of Hematology, GI Oncology, GU Oncology, and Bone Diseases. Before joining the industry, she held the role of Assistant Professor, Department of Breast Medical Oncology at the University of Texas MD Anderson Cancer Center. Dr. Morrow received an M.D. from the University of Texas Medical School at Houston. She completed her internal medicine residency at Baylor College of Medicine and a Hematology/Oncology Fellowship at the University of Texas MD Anderson Cancer Center, where she received the Clifton D. Howe (Fellow of the Year) Award, the American Society of Clinical Oncology Young Investigator Award, and served as the Lyndon Baines Johnson Chief Fellow.

About Lantheus

Lantheus is the leading radiopharmaceutical-focused company, delivering life-changing science to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. Headquartered in Massachusetts with offices Canada and Sweden, Lantheus has been providing radiopharmaceutical solutions for more than 65 years. For more information, visit www.lantheus.com.

Safe Harbor for Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions

of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by their use of terms such as “continue,” “execute,” “will” and other similar terms. Such forward-looking statements are based upon current plans, estimates and expectations that are subject to risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Risks and uncertainties that could cause our actual results to materially differ from those described in the forward-looking statements are discussed in our filings with the Securities and Exchange Commission (including those described in the Risk Factors section in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q).

Contacts:

Lantheus

Mark Kinarney

Vice President, Investor Relations

978-671-8842

ir@lantheus.com

Melissa Downs

Senior Director, External Communications

646-975-2533

media@lantheus.com

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