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): November 28, 2012

Progenics Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in 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):

¨ 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))

Item 7.01 Regulation FD Disclosure.

On November 28, 2012, the Registrant announced that it is offering to sell, subject to market and other conditions, shares of its common stock pursuant to an effective shelf registration statement in an underwritten public offering. Progenics also intends to grant the underwriter a 30-day option to purchase additional shares of common stock. All of the shares to be sold in the offering are to be sold by Progenics, with the proceeds to be used for research and development and general corporate purposes. Jefferies & Company, Inc. is acting as sole book-running manager for the proposed offering.

A registration statement on Form S-3 (File No. 333-176244) relating to this offering was filed with the U.S. Securities and Exchange Commission on August 11, 2011, amended on September 8 and September 16, 2011, and declared effective by the SEC on September 19, 2011. A preliminary prospectus supplement relating to the offering was filed with the SEC. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any offer, if at all, will be made only by means of a prospectus, including the prospectus supplement, forming part of the effective shelf registration statement.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements concerning the completion, timing and size of the offering and other statements that are other than statements of historical facts. These statements involve significant risks and uncertainties. These statements reflect the Registrant’s current expectations concerning future events, and actual events could differ materially from those anticipated as a result of many factors, including, but not limited to, the risk that the offering may be delayed or may not occur due to market or other conditions and the satisfaction of customary closing conditions related to the offering. Additional information concerning these and other factors that may cause actual events to differ materially from those anticipated is contained in the “Risk Factors” section of the Registrants most recent Annual Report on Form 10-K, in the Registrants’ other periodic reports and filings with the SEC and in the prospectus supplements related to the offering. Investors should not to place undue reliance on forward-looking statements contained in this Current Report on or otherwise. All forward-looking statements are based on information currently available to Progenics on the date hereof, and the Registrant undertakes no obligation to revise or update them to reflect events or circumstances after the date of this Current Report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release dated November 28, 2012.

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 & Treasurer
	(Principal Financial and Accounting Officer)

Date: November 28, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 28, 2012.

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 PHARMACEUTICALS ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

TARRYTOWN, N.Y., Nov. 28, 2012 – Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) announced today that it is offering to sell, subject to market and other conditions, shares of its common stock pursuant to an effective shelf registration statement in an underwritten public offering. Progenics also intends to grant the underwriter a 30-day option to purchase additional shares of common stock. All of the shares to be sold in the offering are to be sold by Progenics, with the proceeds to be used for research and development and general corporate purposes. Jefferies & Company, Inc. is acting as sole book-running manager for the proposed offering.

A shelf registration statement relating to the shares of common stock described above has been filed with and declared effective by the U.S. Securities and Exchange Commission. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any offer, if at all, will be made only by means of a prospectus, including a preliminary prospectus supplement, forming part of the effective shelf registration statement.

A preliminary prospectus supplement relating to the offering will be filed with the SEC and will be available on its web site at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from Jefferies & Company, Inc., Equity Syndicate Prospectus Department, at 520 Madison Avenue, New York, New York, 10022, or by calling (877) 547-6340, or by emailing Prospectus_Department@Jefferies.com.

About Progenics

Progenics Pharmaceuticals, Inc., of Tarrytown, N.Y., is a biopharmaceutical company dedicated to developing innovative medicines to treat disease, with a focus on cancer and related conditions. Progenics’ pipeline candidates include PSMA ADC, a fully human monoclonal antibody-drug conjugate in Phase 2 testing for treatment of prostate cancer, and preclinical stage novel phosphoinositide 3-kinase (PI3K) inhibitors for the treatment of cancer. Progenics has exclusively licensed development and commercialization rights for its first commercial product, Relistor^®, to Salix Pharmaceuticals, Inc. for markets worldwide other than Japan, where Ono Pharmaceutical Co., Ltd. holds an exclusive license for the subcutaneous formulation. Relistor (methylnaltrexone bromide) subcutaneous injection is a first-in-class treatment for opioid-induced constipation approved in more than 50 countries for patients with advanced illness. For more information, please visit www.progenics.com and www.relistor.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, market and other conditions; the satisfaction of customary closing conditions related to the proposed offering; 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 periodic reports and filings 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.