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. 4)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)

July 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. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

Following Velan LP’s withdrawal of Dr. Eric J. Ende, Cynthia L. Flowers and Ann MacDougall as nominees for election at the Issuer’s 2022 annual meeting of stockholders (the “Annual Meeting”), the Reporting Persons executed a Termination of Joint Filing and Solicitation Agreement (the “Termination Agreement”). In connection with the Termination Agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference, Dr. Ende and Mses. Flowers and MacDougall are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4 to the Schedule 13D. Velan Capital and Repertoire Partners remain parties to the Group Agreement (as defined and described in the initial Schedule 13D), and, accordingly, the remaining Reporting Persons (the “Velan-Repertoire Parties”) will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. The Velan-Repertoire Parties have entered into a Joint Filing Agreement, as further described in Item 6 below.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer purchased by each of Velan LP and Repertoire Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,771,500 Shares beneficially owned by Velan LP is approximately $12,720,236, including brokerage commissions. The aggregate purchase price of the call options exercisable into 50,000 Shares owned directly by Velan LP is approximately $42,479, including brokerage commissions. The aggregate purchase price of the 1,771,500 Shares beneficially owned by Repertoire Master is approximately $12,554,312, including brokerage commissions. The aggregate purchase price of the call options exercisable into 50,000 Shares owned directly by Repertoire Master is approximately $42,494, including brokerage commissions.

Item 4 is hereby amended to add the following:

Due to the pending sale of the Issuer, on July 11, 2022, Velan LP withdrew its slate of director nominees for election to the Board of Directors of the Issuer at the Annual Meeting.

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 47,600,500 Shares outstanding as of June 3, 2022, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 6, 2022.

As of the close of business on July 11, 2022, Velan LP directly beneficially owned 1,821,500 Shares, including 50,000 Shares underlying certain call options, constituting approximately 3.8% of the Shares outstanding. Velan GP, as the general partner of Velan LP, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Velan LP, constituting approximately 3.8% of the Shares outstanding. Velan Capital, as the investment manager of Velan LP, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Velan LP, constituting approximately 3.8% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Velan LP, constituting approximately 3.8% of the Shares outstanding. Messrs. Morgan and Venkataraman, as Managing Members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Velan LP, constituting approximately 3.8% of the Shares outstanding.

As of the close of business on July 11, 2022, Repertoire Master directly beneficially owned 1,821,500 Shares, including 50,000 Shares underlying certain call options, constituting approximately 3.8% of the Shares outstanding. Repertoire Holdings, as the general partner of Repertoire Master, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Repertoire Master, constituting approximately 3.8% of the Shares outstanding. Repertoire Partners, as the investment manager of Repertoire Master, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Repertoire Master, constituting approximately 3.8% of the Shares outstanding. Repertoire GP, as the general partner of Repertoire Partners, may be deemed to beneficially own the 1,821,500 Shares beneficially owned by Repertoire Master, constituting approximately 3.8% 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 1,821,500 Shares beneficially owned by Repertoire Master, constituting approximately 3.8% of the Shares outstanding.

As of the close of business on July 11, 2022, Mses. Flowers and MacDougall and Dr. Ende did not beneficially own any Shares, constituting 0% of the Shares outstanding.

An aggregate of 3,643,000 Shares, constituting approximately 7.7% of the Shares outstanding, are reported in this Schedule 13D.

Each of the Velan-Repertoire Parties may be deemed to be a member of a “group” with the other Velan-Repertoire Parties 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 3,643,000 Shares owned in the aggregate by all of the Velan-Repertoire Parties. The filing of this Schedule 13D shall not be deemed an admission that the Velan-Repertoire Parties are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Velan-Repertoire Parties specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted.

Item 6 is hereby amended to add the following:

On July 11, 2022, the Reporting Persons executed the Termination Agreement, thereby terminating the Joint Filing and Solicitation Agreement (as defined in Amendment No. 3 to the Schedule 13D). A copy of the Termination Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Velan Capital and Repertoire Partners remain parties to the Group Agreement, and, accordingly, on July 11, 2022, the Velan-Repertoire Parties entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Taking into account the Subject Shares (as defined and described in the initial Schedule 13D), Repertoire Master has economic exposure to an aggregate of 2,978,424 Shares, representing approximately 6.3% of the outstanding Shares. Repertoire Master and the other Reporting Persons disclaim beneficial ownership of the Subject Shares. The Reporting Persons collectively have economic exposure to an aggregate of 4,799,924 Shares, representing approximately 10.1% of the outstanding Shares.

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: July 12, 2022

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D

VELAN CAPITAL PARTNERS LP

REPERTOIRE MASTER FUND LP