8-K

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) January 16, 2013

Progenics Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23143	13-3379479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
777 Old Saw Mill River Road, Tarrytown, New York		10591
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code (914) 789-2800

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement;
Item 2.01	Completion of Acquisition or Disposition of Assets;
Item 3.02	Unregistered Sales of Equity Securities.

On January 16, 2013, Progenics, Molecular Insight Pharmaceuticals, Inc., a clinical-stage private biotechnology company headquartered in Cambridge, Massachusetts, Molecular Insight's stockholders (Stockholders), and Highland Capital Management, L.P. as Representative of the Stockholders, entered into a Stock Purchase and Sale Agreement providing for the acquisition by Progenics of all of the outstanding capital stock of Molecular Insight, a Delaware corporation, in consideration of the issuance by Progenics to the Stockholders of 4,566,210 shares of Progenics common stock in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Regulation D promulgated thereunder (the Acquisition).  Under the Agreement, Progenics also agreed to pay to the Stockholders potential milestones, in cash or Progenics stock at Progenics' option, of up to $23 million contingent upon achieving specified commercialization events and up to $70 million contingent upon achieving specified sales targets relating to all Molecular Insight products.

Consummation of the Acquisition, which occurred on January 18, 2013, was subject to customary closing conditions, including, among others, the continuing accuracy of representations and warranties and compliance with covenants made by the parties in the Agreement, conclusion of satisfactory arrangements with Molecular Insight employees, and delivery of customary closing certificates, consents, approvals, opinions and other instruments and documents.

The Agreement contains customary representations and warranties regarding Molecular Insight, the Stockholders, their Representative, and Progenics, covenants regarding the conduct of Molecular Insight's business prior to consummation of the Acquisition, indemnification provisions, termination rights prior to closing, and other provisions. Of the shares issued upon consummation of the Acquisition, 500,000 were deposited in an escrow account for 15 months as partial security for Molecular Insight's and the Stockholders' indemnification obligations to Progenics under the Agreement, and available to compensate Progenics for shortfall in targeted cash held by Molecular Insight at closing.

The above 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 redacted copy of which will be filed as an Exhibit to Progenics' Quarterly Report on Form 10-Q for the quarter ending March 31, 2013. The information in this Current Report on Form 8-K is also subject to a number of risks and uncertainties, including those set forth or referred to in Progenics' press release relating to the Acquisition, a copy of which is filed as an Exhibit to this Report.

Item 8.01 Other Events.

On January 22, 2013, Progenics announced its Acquisition of Molecular Insight.  A copy of Progenics' press release is included in this Report as Exhibit 99.1, and the information contained therein is incorporated into this Item 8.01 by this reference.

Item 9.01	Financial Statements and Exhibits.
(a)	Financial statements of businesses acquired;
(b)	Pro forma financial information.

The financial statements and information required by this Item are not included in this Report. Progenics will file such statements and information by amendment to this Report not later than April 4, 2013.

(d) Exhibits.

99.1 Press release, dated January 22, 2013.

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.

PROGENICS PHARMACEUTICALS, INC.
By:	/s/ ANGELO W. LOVALLO, JR.
	Angelo W. Lovallo, Jr.
	Senior Executive Director,
	Financial Reporting and Treasurer
	(Principal Financial and Accounting Officer)

Date:  January 22, 2013 

EX-99.1

Exhibit 99.1

Progenics Pharmaceuticals, Inc. 777 Old Saw Mill River Road Tarrytown, New York 10591 Fax: (914) 789-2817 (914) 789-2800 www.progenics.com

Contact: Amy Martini

Corporate Affairs

(914) 789-2816

amartini@progenics.com

PROGENICS ACQUIRES MOLECULAR INSIGHT PHARMACEUTICALS TO

EXPAND ONCOLOGY-FOCUSED PIPELINE

— Gains Therapeutic and Diagnostic Compounds That Deepen Strategic Focus on PSMA Target —

— Adds Late-Stage Ultra-orphan Oncology Candidate —

TARRYTOWN, N.Y., Jan. 22, 2013 – Progenics Pharmaceuticals, Inc. (Nasdaq:PGNX) today announced that it has acquired Molecular Insight Pharmaceuticals, Inc., a clinical-stage private biotechnology company with a small molecule chemistry pipeline aimed at enhancing cancer treatment.

"This is a pivotal moment for Progenics as we advance our plan to become a preeminent oncology company," said Mark R. Baker, chief executive officer of Progenics. "Molecular Insight's innovative small molecule compounds are an excellent complement to our internally developed oncology programs. This acquisition broadens our oncology pipeline, adding late-stage opportunities and targeting additional types of cancer while deepening our strategic focus on the PSMA antigen, which shows great promise as an oncology target."

Nelson K. Stacks, Molecular Insight's chief executive officer, "We are pleased to have made this agreement with Progenics. This puts our innovative compounds in the hands of an experienced commercial drug developer."

"We are gratified that Progenics will further develop our compounds to address unmet medical needs in important patient populations," said John W. Babich, Ph.D., Molecular Insight's president and chief scientific officer. "It is rewarding for Molecular Insight's team to see their important work have the potential to directly benefit patients suffering from cancer."

Progenics Acquires Molecular Insight Pharmaceuticals to Expand Oncology-Focused Pipeline

Under the terms of the all-stock transaction, Progenics exchanged 4,566,210 shares of its common stock (8.9% of the total outstanding post-transaction shares) for all of the outstanding shares of Molecular Insight, which will become a wholly-owned subsidiary of Progenics. Molecular Insight has no debt. Progenics may make additional milestone payments to the former owners of Molecular Insight based on future commercial sales of the company's compounds. No royalties are due to the former owners of Molecular Insight.

Key elements of Molecular Insight's pipeline of targeted radiotherapy and molecular imaging compounds are:

Azedra™ radiotherapy for pheochromocytoma and potential additional indications

· Compelling data in a phase 2 registrational trial for pheochromocytoma, an ultra-orphan adrenal tumor indication

· Is in development under a Special Protocol Assessment with the U.S. Food and Drug Administration using a surrogate marker registrational endpoint

· Potential for use in neuroblastoma and other neuroendicrine diseases

Trofex™ imaging agent with potential to alter clinical practice in treating prostate cancer

· Phase 2 study ongoing in metastatic prostate cancer

· Highly sensitive and selective radioisotope small molecule targeting PSMA uses technetium-99m for metastatic and localized prostate cancer imaging and detection

· Designed as an improved imaging agent that identifies cancer cells in soft tissue and bone, where current agents are insufficient

MIP-1466 small molecule therapeutic for metastatic prostate cancer and other PSMA-expressing cancers

· Targets the PSMA antigen with a radioactive payload

· In preclinical development with evidence of dose-dependent enhanced tumor kill and prolonged survival in animal models of human prostate cancer

· Investigator-initiated study in Germany of men with late-stage metastatic prostate cancer demonstrated tumor reduction for more than 14 days and a greater than 50% decrease in PSA levels in eight of 14 evaluable patients.

Robert J. Israel, M.D., Progenics' senior vice president of medical affairs and clinical research said, "This is an exciting opportunity to enhance our ability to help patients suffering from prostate cancer, and to add a late-stage, ultra-orphan product candidate to our pipeline. In the coming months, we will work toward integrating our companies and develop an optimal path forward for key programs."

Progenics Acquires Molecular Insight Pharmaceuticals to Expand Oncology-Focused Pipeline

Conference Call and Webcast

Progenics will discuss its acquisition of Molecular Insight in a conference call today at 8:00 a.m. EST. To participate, please dial (877) 250-8889 (domestic) or (720) 545-0001 (international) and reference conference ID 91616836. A live webcast will be available on the Events section of the Progenics website, www.progenics.com, and a replay will be available on the website for two weeks.

About Progenics

Progenics Pharmaceuticals, Inc. is discovering and developing innovative medicines to treat disease, focusing on cancer and related conditions, with a pipeline that includes product candidates in preclinical through late-stage development. Progenics' first commercial product, Relistor® (methylnaltrexone bromide) for opioid-induced constipation, is marketed and in further development by Salix Pharmaceuticals, Ltd. for markets worldwide other than Japan, where Ono Pharmaceutical Co., Ltd. holds an exclusive license for the subcutaneous formulation. For additional information, please visit www.progenics.com.

This press release may contain projections and other forward-looking statements regarding future events. Such statements are predictions only, and are subject to risks and uncertainties that could cause actual events or results to differ materially. These risks and uncertainties include, among others, the cost, timing and results of clinical trials and other development activities; the unpredictability of the duration and results of regulatory review of New Drug Applications and Investigational NDAs; market acceptance for approved products; generic and other competition; the possible impairment of, inability to obtain and costs of obtaining intellectual property rights; and possible safety or efficacy concerns, general business, financial and accounting matters, litigation and other risks. More information concerning Progenics and such risks and uncertainties is available on its website, and in its press releases and reports it files with the U.S. Securities and Exchange Commission. Progenics is providing the information in this press release as of its date and does not undertake any obligation to update or revise it, whether as a result of new information, future events or circumstances or otherwise.

Additional information concerning Progenics and its business may be available in press releases or other public announcements and public filings made after this release.

(PGNX-G)