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 2628, 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.)


22 Boston Wharf Road, 7^th 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		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, $0.0001 par value per share		RDUS		The ~~Nasdaq~~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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Definitive ofMaterial ~~Security Holders~~Agreement.

On July 2628, 2022, Radius Health, Inc. (~~the~~ “~~Company~~Radius”) ~~held~~and ~~its~~Teijin ~~Annual~~Pharma ~~Meeting~~Limited ~~of Stockholders~~ (~~the~~ “~~Annual Meeting~~Teijin”). Aentered ~~total~~into ofan ~~38,009,246~~Amendment ~~shares~~to ofLicense ~~common~~and ~~stock~~Development ~~were~~Agreement ~~present~~(“Amendment”) into ~~person or represented by proxy at~~ the ~~Annual~~License 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~~Development ~~upon~~Agreement at(“LDA”) ~~the~~entered ~~Annual~~into ~~Meeting,~~between ~~all~~Radius ~~of which were described in the Company’s Definitive Proxy Statement filed with the U.S. Securities~~ and ~~Exchange~~Teijin ~~Commission~~ on ~~June~~July 613, ~~2022 (the “Proxy Statement”)~~2017.

~~Proposal~~The 1LDA -contemplates ~~The~~the ~~following~~commercialization ~~nominees~~of ~~were~~the ~~elected~~active aspharmaceutical ~~Class II~~ingredient ~~directors~~abaloparatide tofor ~~serve~~subcutaneous oninjection ~~the~~(“abaloparatide-SC”) ~~Company’s~~for ~~Board~~the treatment of ~~Directors~~osteoporosis ~~until~~and ~~the~~included ~~2025~~a ~~Annual~~joint ~~Meeting~~commercialization ofopportunity ~~Stockholders,~~between Teijin and ~~until~~Radius. ~~their~~Under ~~respective~~the ~~successors~~LDA, ~~have~~Radius ~~been~~grants ~~duly~~Teijin ~~elected~~a ~~and~~license ~~qualified,~~to ~~based~~Radius intellectual property related to abaloparatide-SC in exchange for a royalty on ~~the~~net ~~following~~sales ~~votes:~~of abaloparatide-SC in Japan.

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

The LDA has been amended by the Amendment to remove references to the joint commercialization opportunity. The LDA has also been amended to waive the royalty on net sales of any abaloparatide-SC purchased by Teijin through a Commercial Supply Agreement (“CSA”) entered into between Teijin and Radius concurrently with the Amendment. The Amendment does not have any impact on royalties owed on sales of abaloparatide-SC not purchased through the CSA, and accordingly, for any abaloparatide-SC sold by Teijin but not purchased through the CSA, royalty payments will be owed by Teijin to Radius under the LDA in consideration for the license granted by Radius to Teijin thereunder.

~~Proposal 2 -~~ The ~~appointment~~Amendment ofalso ~~Deloitte &~~provides ~~Touche~~that ~~LLP as~~ the ~~Company’s~~LDA ~~independent~~may ~~registered~~be ~~public~~terminated ~~accounting~~by ~~firm~~either ~~for~~party ~~the~~due ~~year~~to ~~ending~~a ~~December 31,~~material ~~2022,~~breach ~~was~~of ~~ratified,~~the ~~based~~CSA onby the ~~following~~other ~~votes:~~party.

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

Under the CSA, Radius will supply to Teijin, and Teijin will purchase from Radius, a finished product comprising a cartridge filled with abaloparatide-SC (“Drug Product”).

~~Proposal~~Specifically, 3Radius will purchase, for Teijin, the abaloparatide-SC ~~The~~from ~~amendment~~a material supplier and ~~restatement~~then ofhave a commercial supplier fill the ~~Company’s~~cartridges ~~Restated~~with ~~Certificate~~abaloparatide-SC ofand ~~Incorporation~~supply tofinal ~~eliminate~~Drug ~~the~~Product ~~supermajority~~for ~~voting~~commercialization ~~provisions~~and ~~was~~distribution ~~approved~~by Teijin in Japan. As consideration, ~~based~~Radius onwill receive an annual fee and a per-unit supply price for all Drug Product purchased by Teijin through Radius under the ~~following~~CSA. ~~votes:~~Any other costs borne by Radius for the purchase of abaloparatide-SC or manufacture of the Drug Product will be reimbursed by Teijin.

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

Radius has also agreed under the CSA, in the event of any breach of the supply agreement by the commercial supplier resulting in a Radius breach of the CSA, to pursue any potential claims against commercial supplier on behalf of Teijin to the extent required under the CSA.

~~Proposal~~The 4CSA -will ~~The~~remain ~~compensation~~in ofeffect, ~~the~~unless ~~Company’s~~terminated ~~named~~earlier ~~executive~~for ~~officers~~breach, asuntil ~~disclosed~~the inearlier of the ~~Proxy~~expiration ~~Statement~~or ~~was~~termination ~~approved~~of the LDA, onthe anexpiration ~~advisory~~or ~~basis~~termination of Radius’s commercial supply agreement with the commercial supplier, ~~based~~or ontermination by either party in the ~~following~~event ~~votes:~~of the other party’s bankruptcy.

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: July 28, 2022	By:	/s/ G. Kelly Martin
Date: August 2, 2022	By:	/s/ G. Kelly Martin
	Name:	G. Kelly Martin
	Title:	President and Chief Executive Officer

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