UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Radius Health, Inc.

201 Broadway, 6th Floor
Cambridge, MA 02139

INFORMATION STATEMENT NOTICE

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

Dear Stockholders:

The purpose of this notice and attached Information Statement is to inform you of the following actions taken by the Board of Directors of Radius Health, Inc. (the “Company,” “we” or “us”) and the majority stockholders of the Company as discussed below, each of which will become effective on or after March 2, 2012, the date that is twenty-one (21) calendar days after the date this Information Statement was first mailed to our stockholders:

1.              On January 31, 2012, the Company’s Board of Directors (the “Board”) adopted and approved:

·                  amendments (collectively, the “Charter Amendment”) to the Certificate of Designations of the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock, Series A-5 Convertible Preferred Stock and Series A-6 Convertible Preferred Stock of the Company relating to, among other things, the dividend rights of the Company’s Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock and the conversion of the Company’s preferred stock, all as more specifically set forth in the Charter Amendment;

·                  an amendment (the “Plan Amendment”) to the Company’s 2011 Equity Incentive Plan (as amended, the “2011 Plan”), providing for an increase, effective on the date on which the Company’s common stock becomes listed on a national securities exchange, in the number of shares of Common Stock eligible for issuance thereunder from 4,252,953 to 5,002,953, as further described in the Information Statement; and

·                  the Restated Certificate of Incorporation of the Company (the “Restated Certificate”) to serve as the certificate of incorporation for the Company from and after the date on which the Company’s common stock becomes listed on a national securities exchange, which Restated Certificate will, among other things, (i) authorize the Board to establish the rights, preferences and restrictions on any unissued series of preferred stock, (ii) provide for a classified board of directors, and (iii) require that all stockholder action be taken by a vote of the stockholders at an annual or special meeting and deny the right of stockholders to call a special meeting of stockholders, all as more specifically set forth in the Restated Certificate.

2.              On February 10, 2012, we received the written consent, in lieu of a meeting of stockholders, of (i) the holders of shares of the Company’s Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and/or Series A-3 Convertible Preferred Stock representing at least 70% of the voting power of the shares of the Company’s Series A-1 Convertible

Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock then outstanding and (ii) a majority of the outstanding shares of the Company’s common stock, on an as-converted basis, approving the Charter Amendment, the Plan Amendment and the Restated Certificate.

A copy of each of the stockholder consent, the Charter Amendment, the 2011 Plan and the Restated Certificate is attached to this Information Statement as Exhibit A, Exhibit B, Exhibit C and Exhibit D, respectively.  We anticipate filing a Certificate of Amendment setting forth the Charter Amendment with the Secretary of State of the State of Delaware on or about March 2, 2012.  We do not anticipate filing the Restated Certificate with the Secretary of State of the State of Delaware until the date on which the Company’s common stock becomes listed on a national securities exchange.

Pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an Information Statement must be provided to the holders of voting stock of the Company who did not receive a consent solicitation pursuant to section 14(a) of the Exchange Act regarding the actions set forth in the consent.  This notice and Information Statement will also be considered the notice required by Section 228(e) of the General Corporation Law of the State of Delaware (“DGCL”).  You are encouraged to read the attached Information Statement, including the exhibits, for further information regarding this action.

This Information Statement is solely for your information and does not require or request you to do anything.  This is not a notice of a meeting of stockholders and no stockholders’ meeting will be held to consider the matters described in the Information Statement.

Radius Health, Inc.

201 Broadway, 6th Floor
Cambridge, MA 02139

INFORMATION STATEMENT

Radius Health, Inc. (the “Company,” “we” or “us”) is mailing this Information Statement to you, as a holder of shares of our capital stock, to provide you with information regarding the actions described below that were taken by written consent in lieu of a special meeting of stockholders by the holders of shares of our Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and/or Series A-3 Convertible Preferred Stock representing at least 70% of the voting power of the shares of our Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock outstanding (the “Senior Majority”) and a majority of the outstanding shares of our common stock on an as-converted basis, each of which will become effective on or after March 2, 2012, the date that is twenty-one (21) calendar days after the date this Information Statement was first mailed to our stockholders.

On January 31, 2012, the Company’s Board of Directors (the “Board”) adopted and approved:

·                  amendments (collectively, the “Charter Amendment”) to the Certificate of Designations of the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-3 Convertible Preferred Stock, Series A-4 Convertible Preferred Stock, Series A-5 Convertible Preferred Stock and Series A-6 Convertible Preferred Stock of the Company relating to, among other things, the dividend rights of the Company’s Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock and the conversion of the Company’s preferred stock, all as more specifically set forth in the Charter Amendment;

·                  an amendment (the “Plan Amendment”) to the Company’s 2011 Equity Incentive Plan (as amended, the “2011 Plan”), providing for an increase, effective on the date on which the Company’s common stock becomes listed on a national securities exchange, in the number of shares of Common Stock eligible for issuance thereunder from 4,252,953 to 5,002,953, as further described in the Information Statement; and

·                  the Restated Certificate of Incorporation of the Company (the “Restated Certificate”) to serve as the certificate of incorporation for the Company from and after the date on which the Company’s common stock becomes listed on a national securities exchange, which Restated Certificate will, among other things, (i) authorize the Board to establish the rights, preferences and restrictions on any unissued series of preferred stock, (ii) provide for a classified board of directors, and (iii) require that all stockholder action be taken by a vote of the stockholders at an annual or special meeting and deny the right of stockholders to call a special meeting of stockholders, all as more specifically set forth in the Restated Certificate.

On February 10, 2012, the holders of:

·                  773,390 shares of the Company’s Series A-1 Convertible Preferred Stock outstanding on January 31, 2012 (the “Record Date”);

·                  605,555 shares of the Company’s Series A-2 Convertible Preferred Stock outstanding on the Record Date; and

·                  116,994 shares of the Company’s Series A-3 Convertible Preferred Stock outstanding on the Record Date;

representing approximately 72% of the outstanding shares, as of the Record Date, of the Company’s Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock outstanding, collectively, and approximately 70% of the outstanding shares, on the Record Date, of our common stock on an as-converted basis, executed a written consent in accordance with Section 228 of the DGCL and the Company’s bylaws approving the Charter Amendment, the Plan Amendment and the Restated Certificate.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement is being mailed on or about February 10, 2012 to stockholders of record on the Record Date.  On the Record Date, there were:

·                        675,897 shares of our common stock outstanding; and

·                        2,075,488 shares of our Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), outstanding, consisting of:

·                                          939,612 shares of Series A-1 Convertible Preferred Stock;

·                                          983,208 shares of Series A-2 Convertible Preferred Stock;

·                                          142,227 shares of Series A-3 Convertible Preferred Stock;

·                                          3,998 shares of Series A-4 Convertible Preferred Stock; and

·                                          6,443 shares of Series A-5 Convertible Preferred Stock.

Each share of Preferred Stock is convertible into 10 shares of common stock.  Under the terms of the DGCL and our certificate of incorporation, the affirmative vote of the holders of at least the Senior Majority and of a majority of our outstanding shares of common stock on an as-converted basis was required to approve the Charter Amendment and the Restated Certificate.  Under the terms of the 2011 Plan, the affirmative vote of the holders of a majority of our outstanding shares of common stock on an as-converted basis was required to approve the Plan Amendment and, under the terms of the Internal Revenue Code of 1986, as amended (the “Code”), the affirmative vote of the holders of a majority of our outstanding shares of common stock on an as-converted basis was required to enable us to grant incentive stock options (as defined in the Code) under the 2011 Plan.

On the Record Date:

·                  1,445,533 shares of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and/or Series A-3 Convertible Preferred Stock constituted the Senior Majority; and

·                  10,715,389 shares of common stock constituted a majority of the outstanding shares of our common stock on an as-converted basis.

This is not a notice of a special meeting of stockholders and no stockholders meeting will be held to consider any matter described in this Information Statement.

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The stockholders representing the Senior Majority and holding a majority of the outstanding shares of our common stock on an as-converted basis have voted to approve the Charter Amendment and the Restated Certificate, which vote is sufficient to satisfy the stockholder vote requirement for those actions.  The stockholders holding a majority of the outstanding shares of our common stock on an as-converted basis have voted to approve the Plan Amendment, which vote is sufficient to satisfy the stockholder vote requirement for that action.  Accordingly, no additional votes will be needed to approve these matters.

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ACTION 1—CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS

Proposal and Background Information

The Charter Amendment was adopted and approved by the Board on January 31, 2012, and approved by our stockholders on February 10, 2012, as further described above, to:

·                  specify that dividends on outstanding shares of the Company’s Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series A-3 Convertible Preferred Stock accrue on a daily basis;

·                  clarify that the Board has the discretion to pay such accrued dividends in cash or through the issuance of shares of the Company’s common stock upon the conversion of the Company’s preferred stock; and

·                  clarify procedural mechanics regarding the conversion of the Company’s preferred stock, including the treatment of fractional shares resulting from the application of conversion ratios and the manner in which shares of multiple series of preferred stock surrendered for conversion by a single holder are to be treated.

This description of the Charter Amendment is intended to be a summary only and is qualified in its entirety by the terms of the Charter Amendment attached to this Information Statement as Exhibit B, which is incorporated herein by reference.

Under the terms of the DGCL and our certificate of incorporation, the affirmative vote of the holders of at least the Senior Majority and of a majority of our outstanding shares of common stock on an as-converted basis was required to approve the Charter Amendment.

Reasons for the Charter Amendment

The Charter Amendment effects changes to our certificate of incorporation that are desirable to clarify the application of certain provisions thereof and address potential ambiguities in connection with the conversion of shares of convertible preferred stock.

Effectiveness of Restated Certificate

The Charter Amendment will become effective upon the filing of a Certificate of Amendment setting forth the Charter Amendment with the Secretary of State of the State of Delaware, which the Company intends to file on or after the date of expiration of the 20-day period commencing on the date of mailing of this Information Statement to our stockholders as required under Rule 14c-2 under the Exchange Act.

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ACTION 2—AMENDMENT TO 2011 EQUITY INCENTIVE PLAN

Proposal and Background Information

The Plan Amendment was recommended by our Compensation Committee of the Board and adopted and approved by the Board on January 31, 2012, and approved by our stockholders on February 10, 2012, as further described above, to increase the number of shares of our common stock eligible for issuance thereunder from 4,252,953 to 5,002,953.

This description of the Plan Amendment is intended to be a summary only and is qualified in its entirety by the terms of the 2011 Plan attached to this Information Statement as Exhibit C, which is incorporated herein by reference.

Under the terms of the 2011 Plan, the affirmative vote of the holders of a majority of our outstanding shares of common stock on an as-converted basis was required to approve the Plan Amendment and, under the terms of the Internal Revenue Code of 1986, as amended (the “Code”), the affirmative vote of the holders of a majority of our outstanding shares of common stock on an as-converted basis was required to enable us to grant incentive stock options (as defined in the Code) under the 2011 Plan.

Reasons for the Plan Amendment

The Plan Amendment will allow the Company to issue additional stock-based awards to employees, consultants and non-employee directors of the Company and its affiliates, allowing the Company to attract and retain qualified individuals to serve in these positions.

Effectiveness of Plan Amendment

The Plan Amendment will become effective upon the later to occur of (i) the date on which the Company’s common stock becomes listed on a national securities exchange and (ii) the expiration of the 20-day period commencing on the date of mailing of this Information Statement to our stockholders as required under Rule 14c-2 under the Exchange Act.

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ACTION 3—RESTATED CERTIFICATE OF INCORPORATION

Proposal and Background Information

The Restated Certificate was adopted and approved by the Board on January 31, 2012, and approved by our stockholders on February 10, 2012, as further described above, to, among other things, (i) authorize the Board to establish the rights, preferences and restrictions on any unissued series of preferred stock, (ii) provide for a classified board of directors, (iii) establish the vote required for the removal of directors, (iv) require that all stockholder action be taken by a vote of the stockholders at an annual or special meeting and deny the right of stockholders to call a special meeting of stockholders, (v) limit the personal liability of directors to the Company and its stockholders, and (vi) effect certain other changes, all as more specifically described below.  Under the terms of the DGCL and our certificate of incorporation, the affirmative vote of the holders of at least the Senior Majority and of a majority of our outstanding shares of common stock on an as-converted basis was required to approve the Restated Certificate.

The Restated Certificate includes several defensive provisions.  These defensive measures could have the effect of rendering more difficult or discouraging a merger, tender offer or other takeover attempt that some, or a majority, of the Company’s stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then current market price of such stock.  The Company’s management is not aware of any current effort to accumulate shares of the Company’s common stock or to otherwise obtain control of the Company.  Rather, the defensive provisions included in the Restated Certificate are being proposed at this time in order to protect our and our stockholders’ interests and preserve the long-term value of the Company.

The following description of the Restated Certificate is intended to be a summary only and is qualified in its entirety by the terms of the Restated Certificate attached to this Information Statement as Exhibit D, which is incorporated herein by reference.

Summary

Common Stock.  The Restated Certificate will provide that the holders of the Company’s common stock will be entitled to one vote for each share on all matters voted on by stockholders, including elections of directors.  However, because of the ability of the Board to designate shares of preferred stock, and to determine the rights of such shares of preferred stock, from time to time, the holders of common stock may in the future share voting power with any shares of any such series of preferred stock, which the Company may designate and issue.  The Restated Certificate does not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of the Company’s preferred stock created by the Board from time to time, the holders of common stock will be entitled to such dividends as may be declared from time to time by the Board from funds available therefor and upon liquidation will be entitled to receive pro rata all assets available for distribution to such holders.  The holders of the Company’s common stock will have no preemptive rights.

The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future.

Preferred Stock.  The Restated Certificate authorizes the Board to establish one or more series of the Company’s preferred stock and to determine, with respect to any series of the Company’s preferred stock the terms, rights, preferences and limitations of such series.

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The authorized shares of the Company’s preferred stock, as well as shares of the Company’s common stock, will be available for issuance without further action by the Company’s stockholders, unless such action is required by applicable law or the rules of any stock exchange on which the Company’s securities may be listed.  If the approval of the Company’s stockholders is not required for the issuance of shares of preferred stock or common stock, the Board may determine not to seek such stockholder approval.

Although the Board has no intention at the present time of doing so, the Board could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.  The Board will make any determination to issue such shares based on its judgment as to the best interests of the Company and its stockholders.  The Board, in so acting, could issue a series of preferred stock having terms that could discourage an acquisition attempt through which an acquiror may be able to change the composition of the Board, including a tender offer or other transaction that some, or a majority, of the Company’s stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then current market price of such stock.

Bylaws.  The Restated Certificate provides that the Board will have the power to adopt, amend, alter or repeal the Company’s bylaws.  The stockholders may only adopt, amend, alter or repeal the Company’s bylaws by the affirmative vote of the holders of at least two-thirds in voting power of the shares of capital stock of the Company entitled to vote thereon.

Board of Directors.  The Restated Certificate provides that the number of the Company’s directors will be established by the Board.  The Company’s directors will be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, one class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 2012, another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 2013 and another class to be originally elected for a term expiring at the annual meeting of stockholders to be held in 2014, with each director to hold office until his or her successor is duly elected and qualified. Commencing with the 2012 annual meeting of stockholders, directors elected to succeed directors whose terms then expire will be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until such person’s successor is duly elected and qualified.

The Restated Certificate provides that, except as otherwise provided for in a certificate of designations setting forth the rights of the holders of any series of the Company’s preferred stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, removal or otherwise will be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, and not by the stockholders.  Any director elected in accordance with the preceding sentence will hold office for the remainder of the term and until such director’s successor shall have been duly elected and qualified.  Subject to the rights of holders of the Company’s preferred stock, no director may be removed from office by the stockholders except for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the shares of capital stock of the Company entitled to vote thereon.

These provisions would preclude a third party from removing incumbent directors and simultaneously gaining control of the Board by filling the vacancies created by removal with its own nominees.  Under the classified board provisions described above, it would take at least two elections of directors for any individual or group to gain control of the Board.  Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of the Company.  These provisions apply to all elections of directors and not just to elections

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following a change of control.  As a result, these provisions also have the effect of making it more difficult for stockholders to change a majority of the directors even if the only reason for the change may be the performance of the present directors.

Special Meetings and Stockholder Action by Written Consent.  The Restated Certificate provides that any action required or permitted to be taken by the Company’s stockholders must be affected at a duly called annual or special meeting of such stockholders and may not be affected by any consent in writing by such stockholders.  Special meetings of the Company’s stockholders for any purpose or purposes may be called only by the Board, the chairperson of the Board, the chief executive officer or the president, and any power of stockholders to call a special meeting is specifically denied.  No business other than that stated in the notice shall be transacted at any special meeting.

Limitation of Liability.  The Restated Certificate provides, consistent with the DGCL, that a director of the Company shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent the DGCL prohibits the elimination of limitation of liability of directors for breaches of fiduciary duty.  Neither the amendment nor repeal of such provision will eliminate or reduce its effect in respect of any matter, cause of action, suit or claim arising or occurring prior to such amendment or repeal.

Future Changes to Restated Certificate.  In the Restated Certificate the Company reserves the right to amend, alter, change or repeal any provision of the Restated Certificate as prescribed by law and the Restated Certificate.  The Restated Certificate further provides that the affirmative vote of the holders of at least two-thirds in voting power of the capital stock of the Company entitled to vote thereon is required to amend provisions of the Restated Certificate relating to, among other things, (1) the adoption, amendment, alteration or repeal of the Company’s bylaws, (2) the number, election and term of the Company’s directors, (3) the nomination of director candidates and the proposal of business by stockholders, (4) the filling of vacancies on the Board of Directors, (5) the removal of directors, (6) action by written consent of stockholders, (7) calling of special meetings, and (8) the selection of the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions.

Reasons for the Restated Certificate

We believe the Restated Certificate will allow us to more effectively raise additional capital needed for the development of our business, attract and retain qualified candidates to serve as directors, officers and employees of the Company, and otherwise serve our and our stockholders’ best interests.

Effectiveness of Restated Certificate

The Restated Certificate will become effective upon filing with the Secretary of State of the State of Delaware, subject to the conversion of all outstanding shares of convertible preferred stock into common stock.  The Company intends to file the Restated Certificate with the Secretary of State of the State of Delaware upon the later to occur of (i) the date on which the Company’s common stock becomes listed on a national securities exchange and the conversion into common stock of all outstanding preferred stock and (ii) the expiration of 20 days after the mailing of this Information Statement to our stockholders as required under Rule 14c-2 under the Exchange Act.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of February 1, 2012 by: (i) each person known by the Company to be the beneficial owner calculated in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act of more than 5% of the outstanding shares of common stock; (ii) each director and executive officer of the Company; and (iii) all officers and directors as a group.  Unless otherwise stated in the table or its footnotes, the person and entities listed below have the sole voting power and investment power with respect to the shares set forth next to one’s name. Unless otherwise noted, the address of each stockholder below is c/o Radius Health, Inc., 201 Broadway, 6th Floor, Cambridge, MA 02139.

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(1)(a)              Because shares of preferred stock vote together with common stock on an as-converted basis the percentages of beneficial ownership reported in this column do not reflect the beneficial owner’s voting percentage of our outstanding capital stock. See Note (1)(b).  Because each stockholder of the Company is a party to certain agreements with the other stockholders of the Company, which

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CHANGE IN CONTROL

Reverse Merger

We were incorporated in the State of Delaware on February 4, 2008 under the name MPM Acquisition Corp. In May 2011, we consummated a reverse merger transaction (the “Merger”) with Radius Health, Inc., a Delaware corporation formed on October 3, 2003 (the “Former Operating Company”), through which the Former Operating Company became a wholly-owned subsidiary of ours pursuant to the terms of an Agreement and Plan of Merger, dated as of April 25, 2011, by and among the Company (formerly known as MPM Acquisition Corp.), the Former Operating Company and RHI Merger Corp. (the “Merger Agreement”).  Immediately following the merger transaction, the Former Operating Company was merged with and into us, we assumed the business of the Former Operating Company and changed our name to “Radius Health, Inc.”

At the effective time of the Merger (the “Effective Time”), all of the shares of the Former Operating Company’s common stock, par value $.01 per share (the “Former Operating Company Common Stock”), and shares of the Former Operating Company’s preferred stock, par value $.01 per share (the “Former Operating Company Preferred Stock”), that were outstanding immediately prior to the Merger were cancelled and each outstanding share of the Former Operating Company Common Stock outstanding immediately prior to the Effective Time was automatically converted into the right to receive one share of our common stock and each outstanding share of the Former Operating Company Preferred Stock outstanding immediately prior to the Effective Time was automatically converted into the right to receive one-tenth of one share of our corresponding series of preferred stock, as consideration for the Merger. In the Merger, we assumed all options and warrants of the Former Operating Company

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outstanding immediately prior to the Effective Time. Prior to the Merger, pursuant to the terms of a Redemption Agreement, dated as of April 25, 2011, between the Company and MPM Asset Management LLC (the “Redemption Agreement”), we completed the repurchase of all of our capital stock issued and outstanding immediately prior to the Merger from our former sole stockholder, MPM Asset Management LLC. Upon completion of the Merger and the redemption, the former stockholders of the Former Operating Company held 100% of the outstanding shares of our capital stock. Pursuant to the Merger, we assumed all of the Former Operating Company’s obligations under its existing contracts. In particular, we assumed the rights and obligations of the Former Operating Company under that certain Series A-1 Convertible Preferred Stock Purchase Agreement (the “Original Purchase Agreement”) with certain investors listed therein (the “Investors”) pursuant to which, among other things, the Former Operating Company agreed to issue and sell to the Investors up to an aggregate of 7,895,535 shares of Series A-1 Convertible Preferred Stock, par value $.01 per share, to be completed in three closings (the initial closing, the “Stage I Closing”, the second closing, the “Stage II Closing” and the final closing, the “Stage III Closing”) (collectively, the “Series A-1 Financing”). The Original Purchase Agreement was subsequently amended by Amendment No. 1 thereto to eliminate all closing conditions previously provided for in the Original Purchase Agreement (as so amended, the “Purchase Agreement”). On November 18, 2011, the Investors purchased, and we issued, an aggregate 263,178 shares of our Series A-1 Convertible Preferred Stock (“Series A-1 Preferred Stock”) at the Stage II Closing at a purchase price per share of $81.42.  On December 14, 2011, the Investors purchased, and we issued, an aggregate 263,180 shares of Series A-1 Preferred Stock at the Stage III Closing at a purchase price per share of $81.42.

The foregoing description of the Merger Agreement, the Redemption Agreement, the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entireties by reference to the Merger Agreement, the Redemption Agreement and the Purchase Agreement, respectively.

Voting Arrangements

Pursuant to the Certificate of Designations and that certain 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 (as amended, the “Stockholders’ Agreement”), which is filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-53173) filed by the Company on November 10, 2011:

(i)  for so long as any shares of Series A-1 Convertible Preferred Stock are outstanding, the holders of a majority of the shares of Series A-1 Convertible Preferred Stock outstanding, voting as a separate class, have the right to designate and elect two (2) members of our Board;

(ii)  Oxford Bioscience Partners IV L.P. (together with Saints Capital VI, L.P. and their respective affiliates and certain transferees), HealthCare Ventures VII, L.P. (together with its affiliates and certain transferees) and The Wellcome Trust Limited as trustee of The Wellcome Trust (together with its affiliates and certain transferees) (collectively, the “G3 Group” and individually, each a “G3 Holder”) voting as a separate class have the right to designate and elect one (1) member of our Board by majority vote of the shares of Series A-1 Stock held by them; provided, however, that in order to be eligible to vote or consent with respect to the election of such member of our Board of Directors, a G3 Holder together with members of such G3 Group must hold greater than twenty percent (20%) of the shares of Series A-1 Stock purchased under the Purchase Agreement by such G3 Holder and the members of such G3 Group; and

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(iii)  MPM Capital L.P., voting as a separate class, has the right to designate and elect one (1) member of our Board by majority vote of the shares of Series A-1 Convertible Preferred Stock held by MPM Capital L.P. (provided, that (a) such member of our Board must be an individual with particular expertise in the development of pharmaceutical products and (b) in order to be eligible to vote or consent with respect to the election of such member of the Board, MPM Capital L.P. together with members of the MPM Group (as defined in the Stockholders’ Agreement) must hold greater than twenty percent (20%) of the shares of Series A-1 Convertible Preferred Stock purchased under the Purchase Agreement by MPM Capital L.P. and the members of the MPM Group).

As part of the Stockholders’ Agreement, the stockholders have agreed to vote in favor of the above nominations.

EXECUTIVE COMPENSATION

The following table summarizes all compensation earned by our President and Chief Executive Officer and other named executive officers during 2011 and 2010.

(1)           Mr. Wyzga became our President and Chief Executive Officer on December 5, 2011.

(2)           Dr. Lyttle served as our President and Chief Executive Officer until December 5, 2011.

(3)           Dr. Brenner joined our company on November 9, 2011 and became Chief Medical Officer on December 1, 2011.

(4)           Dr. O’Dea resigned as our employee on November 14, 2011.

(5)           The amount shown represents actual salary earned in 2011 based upon an annual base salary of $500,000.

(6)           The amount shown represents actual salary earned in 2011 based upon an annual base salary of $330,000.

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(7)                                 Represents the aggregate grant date fair value of awards of stock options granted during the year computed in accordance with FASB ASC 718.  For additional information, including information regarding the assumptions used when valuing the awards, refer to Note 2 to our financial statements included in our annual report on Form 10-K filed on February 6, 2012.

(8)                                 Represents bonus amounts earned under our annual performance-based cash bonus program.

(9)                                 Except for Dr. O’Dea in 2011, all amounts are attributable to life insurance premiums paid by us.  The 2011 amount for Dr. O’Dea represents $1,452 attributable to life insurance premiums paid by us and $41,118 in severance payments and $3,640 for medical and dental insurance premium reimbursements made in connection with his resignation as our employee.

Narrative Disclosure to Summary Compensation Table

Prior to the Merger in May 2011, we paid no compensation to our named executive officers and we had no contracts, agreements, plans or arrangements, whether written or unwritten, that provided for payments to any named executive officers.  However, to provide meaningful disclosure, we have included in the table above compensation that was paid to our named executive officers by the Former Operating Company prior to the Merger as well as compensation that we paid to named executive officers following the Merger.

We do not currently, and the Former Operating Company did not prior to the Merger, have any formal policy for determining the compensation of executive officers.  Base salaries for our named executive officers have been established through arm’s length negotiation at the time an executive was hired, whether by us or by the Former Operating Company.  The Former Operating Company’s board of directors annually reviewed and evaluated, with input from the President and Chief Executive Officer, the need for adjustment of the base salaries of named executive officers based on changes and expected changes in the scope of an executive’s responsibilities, including promotions, the individual contributions made by and performance of the executive during the prior fiscal year, the executive’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, the Former Operating Company’s overall growth and development as a company and general salary trends in the Former Operating Company’s industry.

Each named executive officer is eligible to receive an annual performance-based cash bonus, in an amount up to a fixed percentage of his base salary.  Prior to the Merger, at the beginning of each year the Former Operating Company’s board developed, with input from the President and Chief Executive Officer, a list of goals for the year that would be used as a guideline to assess the annual performance of the named executive officers.  As soon as practical after the year was completed, the board reviewed actual performance against the stated goals and determined subjectively what it believed to be the appropriate level of cash bonus, if any.  Following the Merger, our Compensation Committee continued this practice for calendar year 2011.

Dr. O’Dea resigned as our employee on November 14, 2011.  Under the terms of a separation agreement between us and Dr. O’Dea, we agreed to pay Dr. O’Dea an aggregate severance amount of $164,472, paid in accordance with our normal payroll procedures over the six-month period commencing on the next regularly scheduled payroll date after the effective date of the agreement.  We also agreed to reimburse Dr. O’Dea for the portion of any COBRA premiums which he incurs that we would have paid had he remained employed by us during such six-month period.  In addition, the severance agreement provides that Dr. O’Dea forfeited any stock options that were unvested as of November 14, 2011 and may exercise the portion of his stock options that was vested as of November 14, 2011 until February 14, 2012, subject to the terms and conditions of the applicable stock incentive plans and Dr. O’Dea’s continued compliance with the terms of his separation agreement and a confidentiality and non-competition agreement between us and Dr. O’Dea, pursuant to which Dr. O’Dea has agreed not to

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compete with the business of the Company or solicit for hire our employees for a period of one year following his termination.

Each of the named executive officers, other than Dr. O’Dea, are at-will employees eligible for discretionary bonus and equity incentive awards with certain severance rights discussed further below.  The following named executive officers have the following target bonus percentages:

·                  Mr. Wyzga — 50%

·                  Dr. Lyttle — 40%

·                  Mr. Harvey — 30%

·                  Mr. Brenner — 30%

For 2011, each named executive officer, other than Mr. Wyzga, had the opportunity to achieve a bonus equal to the named executive officer’s respective target bonus by achievement of individual performance goals, with the compensation committee reserving the right to award amounts in excess of target bonus on a discretionary basis.  Mr. Wyzga was not eligible for a bonus in 2011.  The individual goals for 2011 were of different weighted importance and included completion of certain financing and public offering objectives, completion of organizational objectives and the implementation and successful execution of various elements related to the preclinical studies and clinical trials for our products, including the Phase 3 study for our BA058 Injection product. In December 2011, the Compensation Committee considered performance against these goals and determined to award the named executive officers bonus payments in the amounts set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.  Dr. O’Dea did not qualify to receive a bonus in 2011.

Employment, Severance and Change in Control Arrangements

On December 1, 2011, we entered into a letter employment agreement with Mr. Wyzga, pursuant to which Mr. Wyzga agreed to serve as our Chief Executive Officer effective December 5, 2011.  The letter agreement provides for an initial base salary of $500,000 and the opportunity to earn an annual cash incentive award based on performance with a target value equal to 50% of Mr. Wyzga’s annual base salary beginning in 2012.  In addition, Mr. Wyzga is eligible to receive a one-time special bonus ranging from 25% to 50% of his annual base salary based upon the attainment of certain milestones relating to our consummation of a successful financing transaction.

In the event Mr. Wyzga’s employment is terminated by us without cause or due to Mr. Wyzga’s resignation for good reason, then subject to his executing a general release of claims, Mr. Wyzga will be entitled to receive:

·                  base salary continuation payments for 12 months;

·                  payment of, or reimbursement for, continued medical care premiums for 12 months; and

·                  the annual bonus that he would have earned if he remained employed through the end of the year in which his termination occurs, based upon actual performance as determined by the board.

If Mr. Wyzga’s employment is terminated without cause or due to Mr. Wyzga’s resignation for good reason within 12 months following a change in control of us, then subject to his executing a general

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release of claims, Mr. Wyzga will be entitled to receive the severance benefits described in the first two bullet points above.  In such case, Mr. Wyzga will also be entitled to receive:

·                  payment of his target annual bonus for the year in which termination occurs; and

·                  accelerated vesting of all outstanding equity awards.

On November 30, 2011, we entered into a transition agreement with Dr. Lyttle pursuant to which Dr. Lyttle resigned as our President and Chief Executive Officer and as a member of our board of directors, effective as of December 5, 2011, and agreed to serve as our Chief Scientific Officer through June 1, 2012, unless the agreement is earlier terminated.  The transition agreement provides that Dr. Lyttle will continue to receive his base annualized salary at the rate in effect as of immediately prior to the effective date of the agreement and will be eligible to earn for 2012 a discretionary cash performance bonus under our bonus plan or program applicable to senior executives based on a target bonus amount equal to 40% of Dr. Lyttle’s annualized base salary, but with the actual amount of any such bonus being determined on the basis of the attainment of Company performance metrics and/or individual performance objectives, in each case, as established and approved by our board of directors in its sole discretion.

We or Dr. Lyttle can terminate the transition agreement at any time and for any reason after March 1, 2012.  In the event Dr. Lyttle’s employment is terminated due to his death prior to March 1, 2012 or for any reason other than for cause after March 1, 2012 (including automatic termination on June 1, 2012), Dr. Lyttle will be entitled to receive:

·                  his 2012 bonus, prorated based on the number of days in the calendar year through the date of termination of his employment; and

·                  any vested and outstanding options to purchase shares of our common stock held by Dr. Lyttle on such date will remain exercisable until the later to occur of:

·                  the first anniversary of the date of termination of his employment; or

·                  the date that is 30 days after the date on which our common stock first becomes listed on a national stock exchange, subject in each case to Dr. Lyttle’s execution of a release of claims.

On November 9, 2011, we entered into a letter employment agreement with Dr. Brenner pursuant to which Dr. Brenner commenced employment on that date and agreed to serve as our Chief Medical Officer effective December 1, 2011.  The letter agreement provides for an initial base salary of $330,000 and the opportunity to earn an annual cash incentive award based on performance with a target value equal to 30% of Dr. Brenner’s annual base salary, prorated for any partial year of employment.

In the event Dr. Brenner’s employment is terminated by us without cause or due to Dr. Brenner’s resignation for good reason, then subject to his executing a general release of claims, Dr. Brenner will be entitled to receive:

·                  base salary continuation payments for nine months;

·                  payment of, or reimbursement for, continued medical care premiums for six months;

·                  a prorated portion of his annual bonus for the year in which his termination occurs, if the board determines to award him a bonus for the year; and

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·                  if the termination occurs within the first twelve months of his employment, accelerated vesting of his outstanding equity awards that would have vested based solely upon the passage of time during the six-month period following his termination.

If Dr. Brenner’s employment is terminated without cause or due to Dr. Brenner’s resignation for good reason within 12 months following a change in control of us, then subject to his executing a general release of claims, Dr. Brenner will be entitled to receive the severance benefits described in the first two bullet points above.  In such case, Dr. Brenner will also be entitled to receive:

·                  payment of a prorated portion of his target annual bonus for the year in which termination occurs; and

·                  accelerated vesting of all outstanding equity awards.

Mr. Harvey’s agreement provides that if his employment is terminated without cause or he resigns with good reason, he will receive six months’ salary in severance payments, payable in accordance with the payroll practice then in effect, and the continuation of health insurance at no cost to him for six months and all options which would have vested in the six months following such termination shall become immediately exercisable.  If we are acquired, 50% of his then unvested options will become immediately vested and exercisable.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding the outstanding equity awards held by our named executive officers as of December 31, 2011.  Prior to the Merger, we did not grant equity awards to our named executive officers.  In connection with the Merger, we assumed all the options granted to our named executive officers by the Former Operating Company.

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(1)                                 These stock options vest as to 25% of the underlying shares on December 5, 2012 and as to 6.25% of such shares on the first day of each calendar quarter thereafter.

(2)                                 These stock options vest in fifteen substantially equal installments on the first day of each calendar quarter beginning on January 1, 2012.

(3)                                 These stock options vest in four equal installments on the first day of each calendar quarter ending October 1, 2012.

(4)                                 These stock options vest as to 25% of the underlying shares on November 9, 2012 and as to 6.25% of such shares the first day of each calendar quarter thereafter.

(5)                                 These stock options vest, if at all, upon the date that the board of directors resolves that an NDA for our BA058 Injection product has been submitted to the FDA on or prior to a specified date.

(6)                                 These stock options vest, if at all, upon the date that the board of directors determines that certain enrollment targets are achieved on or prior to a specified date with respect to the Phase 3 study of our BA058 Injection product.

Director Compensation

The following table summarizes the compensation for director services earned by our non-employee directors during 2011. No director who is also an employee receives additional compensation for providing director services. Historically, neither we nor the Former Operating Company has had any formal policy governing the compensation of directors, instead negotiating compensation for individual directors at the time they commence providing services. Mr. Graves and Mr. Auerbach each receive an annual cash retainer of $7,500 and $1,500 per board or committee meeting attended.  None of our other directors receive cash compensation for providing director services to us.

We have adopted a non-employee director compensation policy that will become effective upon the listing of our common stock on a national securities exchange. The policy provides for non-employee directors to receive an annual cash retainer of $25,000 plus one or more additional annual cash retainers ranging from $5,000 to $10,000 for service on a board committee, as well as grants of options to purchase 30,000 shares of our common stock upon their commencing service with us (vesting over a four-year period) and 10,000 shares of our common stock annually thereafter (vesting within one year of grant).

During 2011, we did not grant equity-based awards as compensation to any of our non-employee directors other than Dr. Stoner and Mr. Graves, each of whom received an option to purchase shares of our common stock in November 2011 in recognition of commencing service on our board of directors. Dr. Stoner received an option to purchase up to 60,000 shares, and Mr. Graves received an option to purchase up to 256,666 shares. These options vest in twelve equal installments, with the first installment vesting on the grant date and the remaining installments vesting on the first day of each calendar quarter through July 1, 2014. The exercise price of these options is $3.22 per share, the fair value of our common stock on the date of grant as determined by our board of directors.

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(1)                                 Represents the aggregate grant date fair value of awards of stock options granted during the year computed in accordance with FASB ASC 718.  For additional information, including information regarding the assumptions used when valuing the awards, refer to Note 2 to our financial statements included in our annual report on Form 10-K filed on February 6, 2012.

(2)                                 As of December 31, 2011, Mr. Auerbach held no stock awards and 256,666 options to purchase shares of our common stock.

(3)                                 As of December 31, 2011, Mr. Fleming did not hold any stock awards or option awards.

(4)                                 As of December 31, 2011, Dr. Gadicke did not hold any stock awards or option awards.

(5)                                 As of December 31, 2011, Mr. Graves held no stock awards and 256,666 options to purchase shares of our common stock.

(6)                                 As of December 31, 2011, Dr. Münchbach did not hold any stock awards or option awards.

(7)                                 As of December 31, 2011, Dr. Stoner held no stock awards and 60,000 options to purchase shares of our common stock.

2003 Long-Term Incentive Plan

Generally, in the Merger, we assumed the Former Operating Company’s 2003 Long Term Incentive Plan, or the 2003 Plan, and all options to acquire common stock of the Former Operating Company issued thereunder.  The 2003 Plan is intended to assist us and our affiliates in attracting and retaining employees and consultants of outstanding ability and to promote the identification of their interests with those of our stockholders and our affiliates.  Only incentive stock options and non-statutory stock options have been granted under the 2003 Plan.  As of December 31, 2011, we had 1,256,078 options issued and unexercised under the 2003 Plan, 1,017,519 of which were vested.  In connection with the adoption and approval of the 2011 Plan, we determined not to make any further awards under the 2003 Plan after November 7, 2011, which we refer to as the “suspension” of the 2003 Plan.  No new awards may be granted under the 2003 Plan, but awards outstanding at the time of suspension remain outstanding in accordance with their terms.  If an option or right expires or terminates for any reason (other than termination by virtue of the exercise of a related option or related right, as the case may be) without having been fully exercised, if shares of restricted stock are forfeited, or if shares covered by an incentive share award or performance award are not issued or are forfeited, the unissued or forfeited shares that had been subject to the award become available for the grant of additional awards under the 2011 Plan.

Administration.  The compensation committee of the board of directors administers the 2003 Plan.  In the event that there is no compensation committee, the board of directors administers the plan.  The committee or the board may delegate authority to administer the 2003 Plan to any other committee.

Incentive Stock Options.  Incentive stock options are intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code and are granted pursuant to incentive stock option agreements.  The plan administrator determines the exercise price for an incentive stock option, which may not be less than 100% of the fair market value of the stock underlying the option determined on the date of grant.  Notwithstanding the foregoing, incentive options granted to employees who own, or are deemed to own, more than 10% of our voting stock, must have an exercise price not less than 110% of the fair market value of the stock underlying the option determined on the date of grant.

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Nonstatutory Stock Options.  Nonstatutory stock options are granted pursuant to nonstatutory stock option agreements.  The plan administrator determines the exercise price for a nonstatutory stock option.

Vesting.  Options granted under the plan generally vest in sixteen (16) quarterly installments, each quarterly installment being equal in number of shares as possible (as determined by us in our reasonable discretion), with the first quarterly installment vesting one quarter after the date of the grant, and an additional quarterly installment vesting on the first day of each calendar quarter thereafter, until all of the shares subject to the option are fully vested and the option may be exercised as to 100% of the shares issuable upon exercise thereof.

Changes to Capital Structure.  In the event of certain types of changes in our capital structure, such as a share split, the number of shares and exercise price or strike price, if applicable, of all outstanding awards will be appropriately adjusted.

Dividends.  Any award under the 2003 Plan may confer upon the recipient the right to receive dividend payments or dividend equivalent payments with respect to the shares subject to the award.  Such dividend payments may be paid currently or credited to an account in favor of the recipient.  Such dividends may be settled in cash or shares, as determined by the plan administrator.

2011 Equity Incentive Plan

We adopted the 2011 Plan, on November 7, 2011, which our board of directors voted to amend on December 15, 2011 and January 31, 2012, and which has been approved by our stockholders.  The 2011 Plan was adopted for the benefit of employees, consultants and our non-employee directors and our affiliates.

The 2011 Plan provides for the grant of incentive stock options, or ISOs, to employees, and for the grant of nonqualified stock options to purchase shares of common stock, restricted stock, restricted stock units, stock appreciation rights, stock grants, performance units and performance awards to employees, consultants and non-employee directors, for the purposes of encouraging their ownership of common stock and providing additional incentives to promote the success of our business through the grant of awards of or pertaining to the common stock.  ISOs are intended to be “incentive stock options,” as that term is defined in Section 422 of the Code.

The Employee Retirement Income Security Act of 1974 does not govern the 2011 Plan.  In addition, the 2011 Plan does not qualify under Section 401(a) of the Code.

Securities Subject to the 2011 Plan.  Under the terms of the 2011 Plan, the aggregate number of shares of common stock that may be subject to options and other awards is equal to the sum of (1) 2,655,064 shares of common stock and (2) any shares underlying awards outstanding under the 2003 Plan as of November 7, 2011 that, on or after that date, are forfeited or lapse without the issuance of shares.  The maximum number of shares of common stock that may be issued under the 2011 Plan, including ISOs, is 4,252,953.  The shares of common stock covered by the 2011 Plan are authorized but unissued shares, treasury shares or common stock purchased on the open market.  These figures do not include the increase of 750,000 shares of common stock that our board of directors approved on January 31, 2012

To the extent that an award terminates, expires or lapses for any reason or is settled in cash, any shares subject to the award (to the extent of such termination, expiration, lapse or cash settlement) may be used again for new grants under the 2011 Plan.  Shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any award or the exercise price of an option may be used again for new grants under the 2011 Plan.

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The maximum number of shares of common stock that may be subject to one or more awards to a participant pursuant to the 2011 Plan during any calendar year is 1,250,000 and the maximum amount that may be paid to a participant in cash during any calendar year with respect to cash-based awards is $2,000,000.  However, these limits will not apply to certain awards granted under the 2011 Plan until the earliest to occur of the first material modification of the 2011 Plan following the date the shares are listed on any securities exchange or designated on an interdealer quotation system, or the Public Trading Date, the issuance of all of the shares reserved for issuance under the 2011 Plan, the expiration of the 2011 Plan or the first meeting of our stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Public Trading Date occurs.

Administration. The 2011 Plan provides that the Compensation Committee of our board of directors, or the Compensation Committee, currently administers the 2011 Plan, although our board of directors may exercise any powers and responsibilities assigned to the Compensation Committee at any time.

The Compensation Committee has the authority to administer and interpret the 2011 Plan, including the power to determine eligibility, the types and sizes of awards, the price, timing and other terms and conditions of awards and the acceleration or waiver of any vesting or forfeiture restriction.  The Compensation Committee may delegate to an executive officer or officers the authority to grant awards to non-officer employees and to consultants, in accordance with any guidelines as the Compensation Committee may determine.

Eligibility.  Persons eligible to participate in the 2011 Plan include employees, consultants and our non-employee directors and our affiliates, as determined by the Compensation Committee.  Only our employees and certain of our parent and subsidiary corporations are eligible to receive grants of options intended to qualify as ISOs.

Stock Options.  The 2011 Plan authorizes the grant of stock options, including ISOs and nonqualified stock options.  Under the 2011 Plan, the exercise price of ISOs granted pursuant to the 2011 Plan will not be less than the fair market value of the common stock on the date of grant, and the exercise price of nonqualified stock options granted pursuant to the 2011 Plan will be determined by the Compensation Committee.  Stock options are subject to such vesting and exercisability conditions as are determined by the Compensation Committee and set forth in a written stock option agreement.  In no event may an ISO have a term of more than 10 years.  ISOs granted to any person who owns, as of the date of grant, stock possessing more than ten percent of the total combined voting power of all classes of our stock, however, are required to have an exercise price that is not less than 110% of the fair market value of the common stock on the date of grant and may not have a term of more than five years.  The aggregate fair market value of the shares with respect to which options intended to be ISOs are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Code provides without being treated as a nonqualified stock option.

Stock Appreciation Rights.  A stock appreciation right, or SAR, is the right to receive payment of an amount equal to the excess of the fair market value of a share of common stock on the date of exercise of the SAR over the grant price of the SAR.  The grant price of each SAR granted under the 2011 Plan will be no less than the fair market value of a share of common stock on the date of grant of the SAR.  The Compensation Committee is authorized to issue SARs in such amounts and on such terms and conditions as it may determine, consistent with the terms of the 2011 Plan.

Restricted Stock.  Restricted stock is the grant of shares of common stock at a price, if any, determined by the Compensation Committee, which shares are nontransferable and may be subject to forfeiture until specified vesting conditions are met.  Restricted stock will be evidenced by a written agreement.  During the period of restriction, restricted stock is subject to restrictions and vesting

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requirements, as provided by the Compensation Committee.  The restrictions may lapse in accordance with a schedule or other conditions determined by the Compensation Committee.

Restricted Stock Units.  A restricted stock unit provides for the issuance of a share of common stock at a future date upon the satisfaction of specific conditions set forth in the applicable award agreement.  The Compensation Committee will specify, or permit the restricted stock unit holder to elect, the conditions and dates upon which payments under the restricted stock units will made, which dates may not be earlier than the date as of which the restricted stock units vest and which conditions and dates will be subject to compliance with Section 409A of the Code.  On the distribution dates, we will transfer to the participant one unrestricted, fully transferable share of the common stock (or the fair market value of one such share of common stock in cash) for each restricted stock unit scheduled to be paid out on such date and not previously forfeited.

Performance Units.  Performance units represent the participant’s right to receive an amount, based on the value of the common stock, if performance goals established by the Compensation Committee are achieved.  The Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance unit.

Performance Awards.  A performance award is cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, shares of common stock or a combination of both, as determined by the Compensation Committee.  The Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance award.

Stock Grants.  A stock grant is a grant in the form of shares of common stock.  The number or value of shares of any stock grant will be determined by the Compensation Committee.

Qualified Performance-Based Awards.  Any award under the 2011 Plan, other than a stock grant, may be issued as a qualified performance-based award that is earned based on the attainment of performance criteria.  The Compensation Committee may grant qualified performance-based awards to employees who are or may be “covered employees,” as defined in Section 162(m) of the Code, that are intended to be performance-based compensation within the meaning of Section 162(m) of the Code in order to preserve the deductibility of these awards for federal income tax purposes.  The qualified performance-based awards may be linked to any one or more of the performance criteria set forth in the 2011 Plan or other specific criteria determined by the Compensation Committee.

Dividends, Dividend Equivalents.  The 2011 Plan authorizes the Compensation Committee to provide a participant with the right to receive dividends or dividend equivalents with respect to shares of common stock covered by an award granted under the 2011 Plan.  Dividends and dividend equivalents may be settled in cash or shares of common stock, as determined by the Compensation Committee.

Payment Methods.  The Compensation Committee determines the methods by which payments by any option granted under the 2011 Plan may be paid, including, without limitation, by:

·                  cash or check;

·                  placing a market sell order with a broker with respect to shares of common stock then-issuable upon exercise or vesting of an award, and directing the broker to pay a sufficient portion of the net proceeds of the sale to us in satisfaction of the aggregate payments required (provided that payment of such proceeds is then made to us upon settlement of such sale);

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·      shares of common stock issuable pursuant to the award or previously held; or

·      such other legal consideration deemed acceptable by the Compensation Committee.

Forfeiture of Unvested Awards; Leave of Absence.  Upon the termination of service of the holder of an option or stock appreciation right, unless otherwise provided by the Compensation Committee, the award generally will expire on a date not later than three months after the termination of service.  Except as otherwise determined by the Compensation Committee, in the event that the employment or services of the holder of an award is terminated, the unvested portion of the award will generally be forfeited or may be subject to repurchase by us, and will cease to vest or become exercisable after the termination.

The Compensation Committee may provide that an award will continue to vest for some or all of the period of a leave of absence, or that vesting of an award will be tolled during a leave of absence, consistent with applicable law.

Transferability.  Generally, awards under the 2011 Plan may only be transferred by will or the laws of descent and distribution, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed.  However, subject to certain terms and conditions, the Compensation Committee may permit a holder to transfer a nonqualified stock option or shares of restricted stock to any “family member” under applicable securities laws.

Adjustments; Corporate Transactions.  In the event of a declaration of a stock dividend, a stock split, a reverse stock split, a recapitalization, a reclassification, reorganization or a similar occurrence, the Compensation Committee will make appropriate adjustments to:

·      the number and kind of shares available for future grants;

·      the number and kind of shares covered by each outstanding award;

·      the grant or exercise price under each outstanding award; and

·      the repurchase right of each share of restricted stock.

In the event that such a corporate action occurs that is not included in the list of actions covered in the immediately preceding sentence, the Compensation Committee may equitably adjust any outstanding awards under the 2011 Plan in such manner as it may deem equitable and appropriate.

In the event of a merger or consolidation, the sale or exchange of all common stock, the sale, transfer or disposition of all or substantially all of our assets or our liquidation or dissolution, the Compensation Committee may take one or more of the following actions with respect to outstanding options and SARs:

·      provide for the assumption or substitution of the awards;

·      cancel the awards;

·      accelerate the awards in whole or in part;

·      cash out the awards;

·      convert the awards into the right to receive liquidation proceeds; or

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·      any combination of the above.

Upon our liquidation or dissolution, except as otherwise provided in an applicable award agreement, all forfeiture restrictions and/or performance goals with respect to an award will automatically be deemed terminated or satisfied, as applicable.

In the event of a “change of control” of us (as defined in the 2011 Plan), the Compensation Committee will take any action it deems necessary or appropriate, including to accelerate an award in whole or in part.  A SAR granted in tandem with a stock option that can only be exercised during limited periods following a change of control of us may entitle the holder to receive an amount based on the highest price paid or offered for the common stock in a transaction relating to the change of control or paid during the thirty-day period immediately preceding the change of control.

Termination or Amendment.  Our board of directors may terminate, amend or modify the 2011 Plan at any time.  However, stockholder approval of an amendment is required to increase the aggregate share limit, change the description of eligible participants or to the extent necessary to comply with applicable law.

The term of the 2011 Plan will expire on, and no ISO may be granted pursuant to the 2011 Plan on or after, November 7, 2021.

Tax Withholding.  We may require participants to discharge applicable withholding tax obligations with respect to any award granted to the participant.  The plan administrator may in its discretion allow a holder to meet any such withholding tax obligations by electing to have us withhold shares of common stock otherwise issuable under any award (or allow the return of shares of common stock) having a fair market value equal to the sums required to be withheld.

Risk Assessment in Compensation Programs

We have assessed our compensation programs and concluded that our compensation practices do not create risks that are reasonably likely to have a material adverse effect on us.

DISSENTERS’ RIGHTS OF APPRAISAL

Under Delaware law, stockholders will not have any opportunity to dissent or appraisal rights in connection with the actions described in this Information Statement.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION
TO MATTERS TO BE ACTED UPON

The officers and directors of the Company do not have any substantial interest in the matters acted upon pursuant to the Stockholder Consent, other than in their respective roles as officers or directors of the Company.

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EXPENSE OF INFORMATION STATEMENT

The expenses of mailing this Information Statement will be borne by us, including expenses in connection with the preparation and mailing of this Information Statement and all documents that now accompany or may hereafter supplement it. We do not contemplate that brokerage houses, custodians, nominees, and fiduciaries will be requested to forward the Information Statement to the beneficial owners of our common stock held of record by such persons, and we will not reimburse them for their expenses incurred in connection therewith.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” and similar expressions or phrases, or the negative of those expressions or phrases identify forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks and uncertainties and other important factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including factors discussed in other filings of ours with the SEC. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. Our forward-looking statements speak only as of the date of this Information Statement, and we expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary instructions from one or more of the security holders. The Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the Information Statement was delivered. A security holder can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at Radius Health, Inc., 201 Broadway, 6th Floor, Cambridge, MA 02139, or by calling the Company at (617) 551-4700 and requesting a copy of the Information Statement. Security holders who receive multiple copies of the Information Statement at their address and would like to request that only a single copy of communications be delivered to the shared address may do so by making either a written or oral request to the Company contacts listed above.

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ADDITIONAL INFORMATION

We are subject to the reporting and information requirements of the Exchange Act, and in accordance therewith file periodic reports, proxy statements and other information with the SEC.  You can read periodic reports, proxy statements and other information filed us in accordance with the Exchange Act can be read and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549.  Electronic reports, proxy statements and other information filed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) are publicly available through the SEC’s web site (http://www.sec.gov).

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EXHIBIT A