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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 

**(Amendment No. 2)**

 

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**(Mark One)**

 

**x****      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended June 30, 2011**

 

**or**

 

**o****         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                      to                     **

 

**Commission File Number: 000-53173**

 

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**Radius Health, Inc.**

(Exact name of registrant as specified in its charter)

 

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| **Delaware**                                                   | ** ** | **80-0145732**                       |
|----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |       | (I.R.S. Employer Identification No.) |

 

**201 Broadway**

**Sixth Floor**

**Cambridge, Massachusetts 02142**

(Address of principal executive offices) (zip code)

 

**(617) 551-4700**

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer o                       |   | Accelerated filer o         |
|-------------------------------------------------|--------|-----------------------------|
|                                            |   |                        |
| Non-accelerated filer o                         |   | Smaller reporting company x |
| (Do not check if a smaller   reporting company) |   |                        |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

 

Number of shares of the registrant’s Common Stock, $0.0001 par value per share, outstanding as of August 9, 2011: 592,581 shares.

 

 

 

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**EXPLANATION OF AMENDMENT**

 

The purpose of this Amendment No. 2 to our Quarterly Report on Form 10-Q for the period ended June 30, 2011, as filed with the Securities Exchange Commission on August 12, 2011, and amended by Amendment No.1 thereto, filed on September 9, 2011 (as amended, the “Form 10-Q”), is to furnish Exhibit 10.5 to the Form 10-Q which has been revised to include the Attachment A thereto.  No other changes have been made to the Form 10-Q other than those described above. This Amendment No. 2 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q. This Amendment No. 2 also contains currently dated certifications as Exhibits 31.1, 31.2 and 32.1.

 

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**TABLE OF CONTENTS**

 
| ITEM 6. Exhibits |   |
|------------------|--------|
|             |   |
| SIGNATURES       |   |
|             |   |
| EX-10.5          |   |
|             |   |
| EX-31.1          |   |
|             |   |
| EX-31.2          |   |
|             |   |
| EX-32.1          |   |

 

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**Item 6.**          **Exhibits.**

 

The following is an index of the exhibits included in this report:

 
| **Exhibit   No.** | ** ** | **Description**                                                                                                                                                                               |
|-------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       |                                                                                                                                                                                          |
| 2.1               |       | Agreement   and Plan of Merger, dated April 25, 2011 (1)                                                                                                                                 |
|              |       |                                                                                                                                                                                          |
| 3.1               |       | Certificate   of Designations of the Company, filed with the Secretary of State of Delaware   on May 17, 2011 (1)                                                                        |
|              |       |                                                                                                                                                                                          |
| 3.2               |       | Certificate   of Merger, filed with the Secretary of State of Delaware on May 17,   2011, by and between Radius Health, Inc. and RHI Merger Corp. (1)                               |
|              |       |                                                                                                                                                                                          |
| 3.3               |       | Certificate   of Ownership relating to the merger of Radius Health, Inc. with and into   MPM Acquisition Corp. (1)                                                                       |
|              |       |                                                                                                                                                                                          |
| 3.4               |       | Certificate   of Incorporation, as filed with the Delaware Secretary of State on   February 4, 2008 (1)                                                                                  |
|              |       |                                                                                                                                                                                          |
| 3.5               |       | By-Laws,   as amended (2)                                                                                                                                                                     |
|              |       |                                                                                                                                                                                          |
| 4.1               |       | Amended   and Restated Stockholders’ Agreement, dated May 17, 2011, by and among   the Company, as successor to Radius Health, Inc., and the Stockholders   listed therein (1) |
|              |       |                                                                                                                                                                                          |
| 10.1*             |       | License   Agreement Amendment No. 2, dated May 11, 2011, by and between the   Company, as successor to Radius Health, Inc., and Ipsen Pharma SAS (1)                           |
|              |       |                                                                                                                                                                                          |
| 10.2*             |       | Series A-1   Convertible Preferred Stock Issuance Agreement, dated May 11, 2011, by   and between the Company, as successor to Radius Health, Inc., and Ipsen   Pharma SAS (1) |
|              |       |                                                                                                                                                                                          |
| 10.3              |       | Series A-1   Purchase Agreement, dated April 25, 2011, by and among the Company, as   successor to Radius Health, Inc., and the Investors listed therein (1)                   |
|              |       |                                                                                                                                                                                          |
| 10.4              |       | Amendment   No. 1 to Series A-1 Convertible Preferred Stock Purchase Agreement,   dated May 11, 2011 (1)                                                                       |
|              |       |                                                                                                                                                                                          |
| 10.5*             |       | Amended   and Restated Stock Issuance Agreement, dated as of May 16, 2011, by and   between Radius Health, Inc. and Nordic Bioscience Clinical Development   VII A/S (3)            |
|              |       |                                                                                                                                                                                          |
| 10.6              |       | Indemnification   Agreement, dated May 17, 2011, by and between the Company, as successor   to Radius Health, Inc., and Ansbert K. Gadicke (1)                                      |
|              |       |                                                                                                                                                                                          |
| 10.7              |       | Indemnification   Agreement, dated May 17, 2011, by and between the Company, as successor   to Radius Health, Inc., and C. Richard Edmund Lyttle (1)                                |
|              |       |                                                                                                                                                                                          |
| 10.8              |       | Indemnification   Agreement, dated May 17, 2011, by and between the Company, as successor   to Radius Health, Inc., and Martin Muenchbach (1)                                       |
|              |       |                                                                                                                                                                                          |
| 10.9              |       | Indemnification   Agreement, dated May 17, 2011, by and between the Company, as successor   to Radius Health, Inc., and Jonathan Fleming (1)                                        |
|              |       |                                                                                                                                                                                          |
| 10.10             |       | Indemnification   Agreement, dated May 17, 2011, by and between the Company, as successor   to Radius Health, Inc., and Kurt Graves (1)                                             |
|              |       |                                                                                                                                                                                          |
| 10.11             |       | Indemnification   Agreement, dated May 17, 2011, by and between the Company, as successor   to Radius Health, Inc., and                                                             |

 

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|    |   | Elizabeth   Stoner (1)                                                                                                                                                                                                                            |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                              |
| 10.12   |   | Amended   and Restated Warrant to Purchase Common Stock, dated May 17, 2011, by   and between the Company, as successor to Radius Health, Inc., and SVB   Financial Group (1)                                                           |
|    |   |                                                                                                                                                                                                                                              |
| 10.13** |   | Warrant   to Purchase Series A-1 Convertible Preferred Stock, dated May 17,   2011, by and between the Company, as successor to Radius Health, Inc.,   and Leerink Swann LLC (1)                                                   |
|    |   |                                                                                                                                                                                                                                              |
| 10.14   |   | Redemption   Agreement, by and between MPM Acquisition Corp. and MPM Asset   Management LLC, dated April 25, 2011(1)                                                                                                                    |
|    |   |                                                                                                                                                                                                                                              |
| 10.15   |   | Loan   and Security Agreement, dated May 23, 2011, with General Electric   Capital Corporation as agent and a lender, and Oxford Finance LLC as a   lender (1)                                                                          |
|    |   |                                                                                                                                                                                                                                              |
| 10.16   |   | Promissory   Note, dated May 23, 2011, issued by the Company to General Electric   Capital Corporation in the principal amount of $12,500,000 (1)                                                                                            |
|    |   |                                                                                                                                                                                                                                              |
| 10.17   |   | Promissory   Note, dated May 23, 2011, issued by the Company to Oxford   Finance LLC in the principal amount of $3,125,000 (1)                                                                                                          |
|    |   |                                                                                                                                                                                                                                              |
| 10.18   |   | Promissory   Note, dated May 23, 2011, issued by the Company to Oxford   Finance LLC in the principal amount of $9,375,000 (1)                                                                                                          |
|    |   |                                                                                                                                                                                                                                              |
| 10.19   |   | Warrant   to Purchase Shares of Series A-1 Convertible Preferred Stock, dated   May 23, 2011, issued by the Company to GE Capital Equity Investments (1)                                                                                |
|    |   |                                                                                                                                                                                                                                              |
| 10.20   |   | Warrant   to Purchase Shares of Series A-1 Convertible Preferred Stock, dated   May 23, 2011, issued by the Company to Oxford Finance LLC (1)                                                                                      |
|    |   |                                                                                                                                                                                                                                              |
| 10.21   |   | Lease   by and between Broadway Hampshire Associates Limited Partnership and Radius   Health, Inc. 201 Broadway Cambridge, Massachusetts, dated July 15,   2011 (1)                                                                     |
|    |   |                                                                                                                                                                                                                                              |
| 31.1    |   | Certification   of the Company’s Principal Executive Officer Pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002, with respect to registrant’s Quarterly Report   on Form10-Q for the quarter ended June 30, 2011 (3) |
|    |   |                                                                                                                                                                                                                                              |
| 31.2    |   | Certification   of the Company’s Principal Financial Officer Pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002, with respect to registrant’s Quarterly Report   on Form10-Q for the quarter ended June 30, 2011 (3) |
|    |   |                                                                                                                                                                                                                                              |
| 32.1    |   | Certification   of the Company’s Principal Executive Officer and Principal Financial Officer   Pursuant to 18 U.S.C Section 1350, as adopted pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002 (3)                       |
|    |   |                                                                                                                                                                                                                                              |
| 101.INS |   | XBRL   Instance Document (2)                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                              |
| 101.SCH |   | XBRL   Taxonomy Extension Schema Document (2)                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                              |
| 101.CAL |   | XBRL   Taxonomy Extension Calculation Linkbase Document (2)                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                              |
| 101.LAB |   | XBRL   Taxonomy Extension Label Linkbase Document (2)                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                              |
| 101.PRE |   | XBRL   Taxonomy Extension Presentation Linkbase Document (2)                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                              |
| 101.DEF |   | XBRL   Taxonomy Extension Definition Linkbase Document (2)                                                                                                                                                                                        |

 

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*Confidential Treatment Requested by the Registrant.  Redacted Portion Filed Separately with the Commission.

 

**Share numbers and per share prices are presented pre-Reverse Split completed by Radius Health, Inc. on May 17, 2011.

 

(1) Previously filed or incorporated by reference into the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (filed on August 12, 2011).

 

(2) Previously filed or incorporated by reference into the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2011 (filed on September 9, 2011).

 

(3) Furnished with this Form 10-Q/A.

 

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**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 thereunto duly authorized.

 

 
|                            | **RADIUS HEALTH, INC.** |
|---------------------------------|------------------------------|
|                            | ** **                   |   |
|                            | ** **                   |   |
|                            | By:                          | /s/   C. Richard Lyttle |
| Date:   September 30, 2011 |                         | **C. Richard Lyttle** |
|                            |                         | **President and Chief Executive Officer (Principal Executive   Officer)** |
|                            |                         | ** ** |
|                            |                         |   |
| Date:   September 30, 2011 | By:                          | /s/   B. Nicholas Harvey |
|                            |                         | **B. Nicholas Harvey** |
|                            |                         | **Chief Financial Officer (Principal Financial Officer)** |

 

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