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): ~~June 27~~July 26, 2022

RADIUS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35726	80-0145732
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)


22 Boston Wharf Road, 7th Floor, Boston, MA		02210
(Address of principal executive offices)		(Zip Code)

(617) 551-4000

(Registrant’s telephone number, including area code)

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 Instructions 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, $0.0001 par value per share	RDUS	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. ☐

~~Securities~~Item ~~registered~~5.07 ~~pursuant~~Submission of Matters to ~~Section 12(b)~~a Vote of ~~the~~Security ~~Act:~~Holders.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		RDUS		The Nasdaq Global Market

On July 26, 2022, Radius Health, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 38,009,246 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 79.85% of the Company’s outstanding common stock as of June 3, 2022, the record date for the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on June 6, 2022 (the “Proxy Statement”).

~~Item~~Proposal ~~8.01~~1 ~~Other~~- ~~Events.~~The following nominees were elected as Class II directors to serve on the Company’s Board of Directors until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified, based on the following votes:

On June 6, 2022, Radius Health, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) and made available to its stockholders of record a definitive proxy statement (the “2022 Proxy Statement”) for the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) to be held virtually on July 8, 2022.


Nominee	For		Withhold
Catherine J. Friedman		26,338,801		11,670,445
Jean-Pierre Garnier, Ph.D.		7,134,208		30,875,038
Andrew C. von Eschenbach, M.D.		22,949,057		15,060,189

OnProposal ~~June 27,~~2 ~~2022,~~- ~~the~~The ~~Board~~appointment of ~~Directors of the Company (the “Board”) determined to postpone the 2022 Annual Meeting, which will now be held virtually on July~~Deloitte ~~26,~~& ~~2022~~Touche atLLP ~~10:00~~as ~~a.m., EDT. The postponement will provide~~ the Company’s ~~stockholders~~independent ~~additional~~registered ~~time~~public toaccounting ~~evaluate~~firm ~~information regarding the proposed tender offer (the “Offer”)~~ for ~~all~~ the ~~outstanding~~year ~~shares~~ending (the “Shares”) of the Company’s common stock, $0.0001 par value (“Common Stock”) to be launched by an entity jointly owned by Gurnet Point Capital, LLC and Patient Square Capital pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) between the Company, Ginger Acquisition, Inc. (“Parent”) and Ginger Merger Sub, Inc. (“Purchaser”), disclosed by the Company on JuneDecember 2331, 2022, aswas ~~well as the Board’s strategic review process. Pursuant to the Merger Agreement~~ratified, ~~Purchaser~~based ~~has~~on ~~agreed to commence~~ the ~~Offer~~following byvotes: ~~July 15, 2022.~~

The record date for the 2022 Annual Meeting of June 3, 2022 remains unchanged. The matters to be voted on at the Annual Meeting also remain unchanged, and the proxy card and voting instruction forms originally distributed with the 2022 Proxy Statement remain valid. Only holders of record of shares of the Company’s Common Stock at the close of business on June 3, 2022 will be entitled to vote at the Annual Meeting or any further postponement or adjournment thereof.


For	Against	Abstentions
38,032,238	44,750	125

~~Stockholders~~Proposal ~~who~~3 ~~have~~- ~~already~~The ~~cast~~amendment ~~their~~and ~~votes~~restatement doof ~~not~~the ~~need to take any action, unless they wish to change or revoke their prior proxy or voting instructions. The~~ Company’s ~~encourages~~Restated ~~all~~Certificate ~~stockholders~~ of ~~record~~Incorporation to ~~vote~~eliminate ~~so that their Shares will be represented at~~ the ~~2022~~supermajority ~~Annual Meeting. Stockholders should follow the instructions provided in the 2022 Proxy Statement to vote, change their vote or revoke their prior proxy or~~ voting ~~instructions.~~provisions ~~Internet~~was ~~and telephone voting for stockholders of record will now remain open until 11:59 p.m.~~approved, ~~EDT,~~based on ~~July 25,~~the ~~2022.~~following votes:

Additional Information and Where to Find It


For	Against	Abstentions
37,948,767	57,856	2,623

~~The~~Proposal ~~Offer~~4 ~~for the outstanding Shares referenced in this Current Report on Form 8~~-K ~~has~~The ~~not~~compensation ~~yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation~~ of ~~an offer to sell securities, nor is it a substitute for~~ the ~~tender~~Company’s ~~offer~~named ~~materials~~executive ~~that~~officers ~~Parent~~as ~~and~~disclosed ~~Purchaser,~~in ~~will file with~~ the ~~SEC,~~Proxy ~~upon~~Statement ~~the~~was ~~commencement of the Offer. At the time the Offer is commenced~~approved, ~~Parent and Purchaser will file a tender offer statement~~ on ~~Schedule TO, including~~ an ~~offer~~advisory ~~to purchase~~basis, abased ~~letter of transmittal and related documents, and thereafter the Company will file a Solicitation/Recommendation Statement~~ on ~~Schedule 14D-9 with~~ the ~~SEC~~following ~~with~~votes: ~~respect to the Offer.~~

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Holders of Shares can obtain these documents free of charge when they are filed from the SEC’s website at www.sec.gov or on the Company’s website at www.radiuspharm.com.


For	Against	Abstentions
23,893,290	14,104,905	11,051

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.

	RADIUS HEALTH, INC.
Date: June 27, 2022	By:	/s/ G. Kelly Martin
Date: July 28, 2022	By:	/s/ G. Kelly Martin
	Name:	G. Kelly Martin
	Title:	Chief Executive Officer

Filing Compare · Radius Health, Inc.