8-K
false 0001521036 0001521036 2025-07-21 2025-07-21
 
 

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): July 21, 2025

 

 

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 2.01

Completion of Acquisition or Disposition of Assets.

As previously announced by Lantheus Holdings, Inc. (“Lantheus” or the “Company”) on January 12, 2025, Lantheus Medical Imaging, Inc., a Delaware corporation and a subsidiary of the Company, and Lantheus Radiopharmaceuticals UK Limited, a private limited liability company incorporated under the laws of England (the “Purchaser”), entered into a Sale and Purchase Agreement (the “Agreement”) with Life Medical Group Limited, a private limited liability company incorporated under the laws of England (the “Seller”), and Life Healthcare Group Holdings Limited, a public limited liability company incorporated under the laws of South Africa, pursuant to which the Purchaser would acquire the entire issued share capital of Life Molecular Imaging Limited (“Life Molecular”) (the “Transaction”).

On July 21, 2025, the parties completed the Transaction pursuant to the Agreement. In accordance with the Agreement, upon the closing of the Transaction, the Purchaser paid the Seller an upfront cash payment of $350 million (following applicable purchase price adjustments under the Agreement) in exchange for all of the outstanding share capital of Life Molecular.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which was filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 26, 2025.

 

Item 7.01

Regulation FD Disclosure.

On July 22, 2025, the Company issued a press release announcing the completion of the Transaction, as well as the appointment of Dr. Ludger Dinkelborg as the Company’s Head of Research and Development, effective as of August 1, 2025. Dr. Dinkelborg will lead and oversee Clinical Development, Regulatory Affairs, Clinical Operations, Program Management, and AI/Biomarkers Solutions and will report directly to the Company’s Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this item and Exhibit 99.1 are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item or Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such future filing.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

No.

   Description
99.1    Press Release, dated July 22, 2025
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: July 22, 2025

EX-99.1

Exhibit 99.1

 

LOGO

Lantheus Completes Acquisition of Life Molecular Imaging and Appoints Dr. Ludger Dinkelborg as Head of R&D

BEDFORD, Mass., July 22, 2025 – Lantheus Holdings, Inc. (“Lantheus” or the “Company”) (NASDAQ: LNTH), today announced the successful completion of its previously disclosed acquisition of Life Molecular Imaging Ltd. (“Life Molecular”), a subsidiary of Life Healthcare Group Holdings Ltd (“Life Healthcare”). As part of the acquisition, Ludger Dinkelborg, PhD, formerly CEO and Managing Director of Life Molecular Imaging, has been appointed Head of Research and Development at Lantheus effective August 1, 2025.

“We are thrilled to welcome Dr. Dinkelborg and the entire Life Molecular team to Lantheus,” said Brian Markison, CEO of Lantheus. “Ludger’s proven leadership, scientific expertise, and track record of advancing innovative radiopharmaceuticals will be instrumental as we expand and advance our innovative pipeline and pursue bold new opportunities to improve patient care.”

In his new role, Dr. Dinkelborg will lead and oversee Clinical Development, Regulatory Affairs, Clinical Operations, Program Management, and AI/Biomarkers Solutions and will report directly to the CEO.

“This is a pivotal moment for Lantheus, and I’m honored to help shape the next chapter,” said Dr. Dinkelborg. “With a strong pipeline and a passionate team, we have the opportunity to push the boundaries of innovation and bring meaningful advances to patients worldwide.”

Through the acquisition of Life Molecular, Lantheus gains Neuraceq® (florbetaben F18 injection), a globally1 approved F-18 PET imaging agent used to detect beta-amyloid plaques in patients evaluated for Alzheimer’s disease. The transaction also provides Lantheus a robust Alzheimer’s disease radiodiagnostic commercial infrastructure, advanced R&D capabilities, and an established international footprint.

RMB, a division of FirstRand Bank Limited, acted as financial advisor to Life Healthcare, with A&O Shearman LLP and Cliffe Dekker Hofmeyr Inc. as legal advisors. Morgan Stanley served as financial advisor to Lantheus, while Covington & Burling LLP, Ropes & Gray LLP, and Bowmans acted as legal advisors, and Ernst & Young LLP provided financial and tax advisory services.

About Neuraceq® (florbetaben F 18 injection)

Indication (approved by FDA on 23 June 2025)

Neuraceq® is indicated for positron emission tomography (PET) of the brain to estimate amyloid beta neuritic plaque density in adults with cognitive impairment for:

 

   

Evaluation of Alzheimer’s disease (AD) and other causes of cognitive decline

 

   

Selection of patients who are indicated for amyloid beta-directed therapy as described in the prescribing information of the therapeutic products


Important Safety Information

Risk for Image Interpretation and Other Errors

Errors may occur in the estimation of brain amyloid beta neuritic plaque density during Neuraceq® image interpretation. The use of clinical information in the interpretation of Neuraceq® images has not been evaluated and may lead to an inaccurate assessment. Severe brain atrophy as well as motion artifacts that result in image distortion may limit the ability to distinguish gray and white matter on a Neuraceq® scan.

Perform image interpretation independently of the patient’s clinical information. For cases where there is uncertainty as to the location of cortical signal, use co-registered anatomical imaging to improve localization of signal.

Radiation Risk

Neuraceq® contributes to a patient’s overall long-term cumulative radiation exposure. Long-term cumulative radiation exposure is associated with an increased risk of cancer. Ensure safe drug handling to protect patients and health care providers from unintentional radiation exposure. Advise patients to hydrate before and after administration and to void frequently after administration.

Common Adverse Reactions

The overall safety profile of Neuraceq® is based on data from 1,090 administrations of Neuraceq® to 872 subjects. No serious adverse reactions related to Neuraceq® administration have been reported. The most frequently observed adverse drug reactions in subjects receiving Neuraceq® were injection site reactions consisting of pain (3.4%), erythema (1.7%), and irritation (1.1%).

Please see the Full Prescribing Information for Neuraceq® at www.Neuraceq.com.

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 in New Jersey, Canada, Germany, Switzerland and Sweden, Lantheus has been providing radiopharmaceutical solutions for nearly 70 years. For more information, visit www.lantheus.com.

 

1 

Neuraceq is approved in the United States, European Union, Canada, South Korea, China, and Japan

Contacts

Mark Kinarney

Vice President, Investor Relations

978-671-8842

ir@lantheus.com

Melissa Downs

Executive Director, External Communications

646-975-2533

media@lantheus.com