Form 8-K - Current report

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): September 3, 2024

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 September 3, 2024, the board of directors of Lantheus Holdings, Inc. (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Julie Eastland, an experienced biotechnology and financial executive, to the Board. In connection with Ms. Eastland’s appointment, the size of the Board was increased to ten directors. Ms. Eastland was appointed as a Class I Director for a term expiring at the Lantheus 2025 annual meeting of stockholders and to serve as a member of the Audit Committee.

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

Ms. Eastland 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 $12,500 per year for her service as a member of the Audit 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 $266,666.67, 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 Ms. Eastland 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 Ms. Eastland 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 Ms. Eastland 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 Announces Appointment of Julie Eastland as New Board Member,” dated September 5, 2024

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: September 5, 2024

Exhibit 99.1

LOGO

Lantheus Appoints Julie Eastland as New Board Member

BEDFORD, Mass., September 5, 2024 (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 Julie Eastland, an experienced biotechnology and financial executive, to Lantheus’ Board of Directors (“Board”), effective as of September 3, 2024. As an independent director, Ms. Eastland will serve as a member of the Board’s Audit Committee. Following the appointment of Ms. Eastland, the Board will be comprised of ten directors, eight of whom are independent.

“We are thrilled to welcome Julie Eastland to the Lantheus Board of Directors. Ms. Eastland’s extensive biotechnology expertise across finance, strategic planning, operations and transactions will be invaluable as we continue to grow and innovate,” said Mary Anne Heino, Chairperson of the Board of Lantheus. “Ms. Eastland’s proven track record of driving financial success and strategic initiatives aligns with our vision for the future and I am confident that Ms. Eastland’s insights and leadership will play a crucial role in guiding our company’s leadership in radiopharmaceuticals.”

“I am excited to join the Lantheus Board and work with such a talented and experienced team to support the company’s future initiatives,” said Ms. Eastland. “With its strong commitment to innovation and operational excellence, I am confident that we will continue to make significant strides in improving patient care and enhancing the lives of those we serve.”

Ms. Eastland is currently an independent director and chair of the audit committee of Dynavax Technologies Corporation (NASDAQ: DVAX) and an independent director of Veana Therapeutics, a privately held company. Ms. Eastland served as the Chief Executive Officer of Harpoon Therapeutics, a publicly traded company, from November 2021, and a member of its Board of Directors from October 2018, until its acquisition by Merck Sharpe & Dohme in March of 2024. Ms. Eastland previously served as Chief Operating Officer and Chief Financial Officer of ReCode Therapeutics, a privately-held genetics medicine company focused on delivery of novel, anti-viral lipid nanoparticles therapeutics for respiratory diseases. Prior to ReCode, she served as Chief Financial Officer and Chief Business Officer of Rainier Therapeutics; a private biopharmaceutical company focused on targeting FGFR3 in bladder cancer. Before Rainier, she was Chief Financial Officer and Chief Business Officer of Cascadian Therapeutics, a publicly traded company acquired by Seattle Genetics in 2018. Prior to Cascadian, Ms. Eastland served as Chief Financial Officer and Vice President of Finance and Operations of VLST Corporation, a privately held biotechnology company, and held various financial and strategic management positions at publicly traded biotechnology companies including Dendreon and Amgen. Ms. Eastland received an M.B.A. from Edinburgh University Management School and a B.S. in finance from Colorado State University.

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

Document and Entity Information	Sep. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 03, 2024
Entity Registrant Name	LANTHEUS HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36569
Entity Tax Identification Number	35-2318913
Entity Address Address Line 1	201 Burlington Road, South Building
Entity Address City Or Town	Bedford
Entity Address State Or Province	MA
Entity Address Postal Zip Code	01730
City Area Code	978
Local Phone Number	671-8001
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	LNTH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001521036