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PGNX > SEC Filings for PGNX > Form 8-K/A on 20-Feb-2014All Recent SEC Filings




Completion of Acquisition or Disposition of Assets, Other Events,

Item 2.01. Completion of Acquisition or Disposition of Assets.

The financial statements and unaudited pro forma combined financial information required to be filed pursuant to Rule 3-05 and Article 11 of Regulation S-X under the Securities Act and the Exchange Act are included in this Amendment No. 3 under Item 9.01.

Item 8.01. Other Events.

At January 31, 2014, the Company held cash, cash equivalents and $2.4 million face amount of auction rate securities totaling approximately $64 million.

Item 9.01. Financial Statements and Exhibits.

(a) Pro forma financial information.

Included in this Amendment No. 3 as Exhibit 99.4 is the unaudited pro forma combined statements of operations for the nine months ended September 30, 2013 and for the year ended December 31, 2012 with respect to Progenics' acquisition of Molecular Insight Pharmaceuticals, Inc.

(d) Exhibits.

  No.        Description

23.1         Consent of BDO USA, LLP.

99.1*        Consolidated Balance Sheets of Molecular Insight Pharmaceuticals, Inc.
             as of December 31, 2012 and 2011 (Successor), and the related
             Consolidated Statements of Operations, Changes in Stockholders' Equity
             (Deficit), and Cash Flows for the year ended December 31, 2012
             (Successor) and for the period from June 1, 2011 to December 31, 2011
             (Successor), and for the period January 1, 2011 to May 31, 2011

99.4         Unaudited Pro Forma Combined Statements of Operations For The Nine
             Months Ended September 30, 2013 And For The Year Ended December 31,

* Incorporated by reference to Amendment No. 1 to the April 4th filing referred to in the Explanatory Note.

Forward-Looking Statements

This Report contains both historical and forward-looking statements. It may contain projections and other forward-looking statements regarding future events. Such statements are predictions only, and are subject to risks and uncertainties that could cause actual events or results to differ materially. These risks and uncertainties include, among others, the cost, timing and results of clinical trials and other development activities; the unpredictability of the duration and results of regulatory review of New Drug Applications and Investigational New Drug applications; market acceptance for approved products; generic and other competition; the possible impairment of, inability to obtain and costs of obtaining intellectual property rights; and possible safety or efficacy concerns, general business, financial and accounting matters, litigation and other risks. More information concerning Progenics and such risks and uncertainties is available on its website, and in its press releases and reports it files with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2012, as amended.

Progenics is providing the information in this Amendment No. 3 as of its date and does not undertake any obligation to update or revise it, whether as a result of new information, future events or circumstances or otherwise. Additional information concerning Progenics and its business may be available in press releases or other public announcements and public filings made after the date of this Amendment No. 3.

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