SEC Form SC 13D/A filed by Radius Health Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Radius Health, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

750469207

(CUSIP Number)

Ryan Nebel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 11, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Velan LP, Velan GP, Velan Capital, Avego and Mr. Venkataraman are collectively referred to as “Velan.” Repertoire Master, Repertoire Holdings, Repertoire Partners, Repertoire GP and Mr. Sarpangal are collectively referred to as “Repertoire.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Velan LP, Velan GP, Velan Capital, Avego and Mr. Venkataraman is 1055b Powers Place, Alpharetta, Georgia 30009. The address of the principal office of each of Repertoire Master, Repertoire Holdings, Repertoire Partners, Repertoire GP and Mr. Sarpangal is 31 Hudson Yards, 11th Floor, Suite 43, New York, New York 10001. The principal business address of Dr. Ende is 102 Via Palacio, Palm Beach Gardens, Florida 33418. The principal business address of Mr. Fletcher is c/o Fletcher Spaght Inc., 75 State Street, Boston, Massachusetts 02109. The principal business address of Ms. Flowers is c/o EIR Advisory LLC, 619 Owl Way, Sarasota, Florida 34236. The principal business address of Ms. MacDougall is 610 West End Avenue, #8D, New York, New York 10024.

(c)       The principal business of Velan LP is investing in securities. The principal business of Velan GP is serving as the general partner of Velan LP. The principal business of Velan Capital is serving as the investment manager of Velan LP. The principal business of Avego is acting as a multi-strategy healthcare-focused investment firm, which also serves as the general partner of Velan Capital. Mr. Venkataraman is an investor in the specialty pharmaceutical industry and serves as the Managing Member of each of Velan GP and Avego. The principal business of Repertoire Master is investing in securities. The principal business of Repertoire Holdings is serving as the general partner of Repertoire Master. The principal business of Repertoire Partners is serving as the investment manager of Repertoire Master. The principal business of Repertoire GP is serving as the general partner of Repertoire Partners. Mr. Sarpangal serves as the Managing Partner of Repertoire Partners and Managing Member of each of Repertoire Holdings and Repertoire GP. The principal occupation of Dr. Ende is serving as the President of Ende BioMedical Consulting Group, Inc., a privately-held consulting company focused on helping life sciences companies. The principal occupation of Mr. Fletcher is serving as managing partner emeritus at Fletcher Spaght Inc., a strategy consulting and venture capital firm, and managing partner of Fletcher Spaght Ventures, a venture capital fund. The principal occupation of Ms. Flowers is serving as a Principal of EIR Advisory LLC, a life sciences strategic advisory and investment firm. The principal occupation of Ms. MacDougall is serving as Chief Executive Officer of The Dunollie Fund, a family impact investment fund.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Velan LP, Velan GP, Velan Capital, Avego, Repertoire Master, Repertoire Holdings, Repertoire Partners and Repertoire GP are organized under the laws of the State of Delaware. Messrs. Venkataraman, Sarpangal and Fletcher, Mses. Flowers and MacDougall and Dr. Ende are citizens of the United States of America.

Item 4 is hereby amended to add the following:

On March 11, 2022, Velan LP delivered a letter (the “Nomination Letter”) to the Issuer nominating Dr. Eric J. Ende, R. John Fletcher, Cynthia L. Flowers and Ann MacDougall (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2022 annual meeting of stockholders (the “Annual Meeting”). In the Nomination Letter, Velan LP stated its belief that the terms of three Class II directors currently serving on the Board expire at the Annual Meeting, and, if this remains the case, Velan LP intends to withdraw one of its Nominees.

Items 5(a) and (c) are hereby amended and restated to read as follows

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 47,382,754 Shares outstanding as of February 18, 2022, which is the total number of Shares outstanding as reported in the Issuer’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2022.

As of the date hereof, Velan LP directly beneficially owned 1,371,500 Shares, constituting approximately 2.9% of the Shares outstanding. Velan GP, as the general partner of Velan LP, may be deemed to beneficially own the 1,371,500 Shares owned by Velan LP, constituting approximately 2.9% of the Shares outstanding. Velan Capital, as the investment manager of Velan LP, may be deemed to beneficially own the 1,371,500 Shares owned by Velan LP, constituting approximately 2.9% of the Shares outstanding. Avego, as the general partner of Velan Capital, may be deemed to beneficially own the 1,371,500 Shares owned by Velan LP, constituting approximately 2.9% of the Shares outstanding. Mr. Venkataraman, as the Managing Member of each of Velan GP and Avego, may be deemed to beneficially own the 1,371,500 Shares owned by Velan LP, constituting approximately 2.9% of the Shares outstanding.

As of the date hereof, Repertoire Master directly beneficially owned 1,371,500 Shares, constituting approximately 2.9% of the Shares outstanding. Repertoire Holdings, as the general partner of Repertoire Master, may be deemed to beneficially own the 1,371,500 Shares owned by Repertoire Master, constituting approximately 2.9% of the Shares outstanding. Repertoire Partners, as the investment manager of Repertoire Master, may be deemed to beneficially own the 1,371,500 Shares owned by Repertoire Master, constituting approximately 2.9% of the Shares outstanding. Repertoire GP, as the general partner of Repertoire Partners, may be deemed to beneficially own the 1,371,500 Shares owned by Repertoire Master, constituting approximately 2.9% of the Shares outstanding. Mr. Sarpangal, as the Managing Partner of Repertoire Partners and Managing Member of each of Repertoire Holdings and Repertoire GP, may be deemed to beneficially own the 1,371,500 Shares owned by Repertoire Master, constituting approximately 2.9% of the Shares outstanding.

As of the date hereof, Mses. Flowers and MacDougall, Dr. Ende and Mr. Fletcher do not beneficially own any Shares, constituting 0% of the Shares outstanding.

An aggregate of 2,743,000 Shares, constituting approximately 5.8% of the Shares outstanding, are reported in this Schedule 13D.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such group may be deemed to beneficially own the 2,743,000 Shares owned in the aggregate by all of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.

(c)       None of the Reporting Persons have entered into any transactions in the securities of the Issuer since the filing of the initial Schedule 13D and further, Mses. Flowers and MacDougall, Dr. Ende and Mr. Fletcher have not entered into any transactions in the securities of the Issuer during the past 60 days.

Item 6 is hereby amended to add the following:

On March 11, 2022, Velan, Repertoire and the Nominees (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which, among other things, (a) the Group agreed to solicit proxies for the election of the Nominees, or any other person(s) nominated by Velan and/or Repertoire, to the Board at the Annual Meeting, (b) each of the Nominees agreed not to undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Velan and Repertoire and (c) Velan and Repertoire agreed to bear all approved expenses incurred in connection with the Group’s activities pro rata based on the number of shares of the Issuer owned by Velan and Repertoire. The foregoing description of the Joint Filing and Solicitation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joint Filing and Solicitation Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Velan LP and Repertoire Master have entered into indemnification letter agreements (the “Indemnification Agreements”) with each of the Nominees pursuant to which Velan and Repertoire agreed to indemnify the Nominees against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. The Indemnification Agreements do not extend to any potential claims made against the Nominees in their respective capacities as directors, if elected. The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2022