Fortress Biotech Amends Avenue Therapeutics Stake Filing

TL;DR

Fortress Biotech filed an update on its Avenue Therapeutics holdings. No major changes disclosed yet.

AI Summary

Fortress Biotech, Inc. filed an amendment (No. 5) to its Schedule 13D on November 15, 2024, regarding its holdings in Avenue Therapeutics, Inc. The filing indicates a change in the reporting person's beneficial ownership of Avenue Therapeutics' common stock. Fortress Biotech, Inc. is listed as the filer, with Lindsay A. Rosenwald, M.D. as a contact person.

Why It Matters

This filing updates the market on Fortress Biotech's ownership stake in Avenue Therapeutics, which could signal changes in strategic direction or investment focus for either company.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, can indicate significant shifts in a major shareholder's intentions or holdings, potentially impacting the stock price.

Key Players & Entities

• Fortress Biotech, Inc. (company) — Filing entity and major shareholder
• Avenue Therapeutics, Inc. (company) — Subject company
• Lindsay A. Rosenwald, M.D. (person) — Contact person for Fortress Biotech

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securiti
• $492.75 — rrants, which have an exercise price of $492.75 per share, are exercisable until July 1
• $0.5 million — son agreed to convert 50% of a total of $0.5 million owed by the Issuer to the Reporting Per
• $2.035 — he Issuer based on the closing price of $2.035 on the day prior to execution, and forg

Filing Documents

• tm2428627d1_sc13da.htm (SC 13D/A) — 48KB
• 0001104659-24-119704.txt ( ) — 50KB

From the Filing

SC 13D/A 1 tm2428627d1_sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 AVENUE THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 05360L403 (CUSIP Number) Fortress Biotech, Inc. c/o Lindsay A. Rosenwald, M.D. 1111 Kane Concourse, Suite 301 Bay Harbor Islands, FL 33154 (781) 652-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 2024 (Date of Event which Requires Filing of this If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise CUSIP No. 05360L403 Page 2 of 7 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Fortress Biotech, Inc. 20-5157386 2. Check the Appropriate Box if a Member of a Group Not Applicable (a) ¨ (b) ¨ 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) Not Applicable 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power Number of 180,425 1 Shares Beneficially 8. Shared Voting Power Owned By Each Reporting 0 Person with 9. Sole Dispositive Power 180,129 2 10. Shared Dispositive Power 296 3 11. Aggregate Amount Beneficially Owned by Each Reporting Person 180,425 1 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ 13. Percent of Class Represented by Amount in Row (11) 8.9% of all outstanding shares of Issuer common stock 4 14. Type of Reporting Person HC, CO CUSIP No. 05360L403 Page 3 of 7 1 Includes 296 shares of Issuer’s common stock underlying Warrants and 250,000 shares of the Issuer’s Class A preferred stock (both of which are described further below). The Issuer’s Class A preferred stock is identical to its common stock other than as to voting rights, conversion rights and the PIK Dividend (as defined below) rights. Each share of the Issuer’s Class A preferred stock is entitled to the number of votes per share that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the number of shares of the Issuer’s outstanding common stock and (B) the whole number of shares of the Issuer’s common stock into which any shares of outstanding Class A preferred stock are convertible and the denominator of which is the number of shares of outstanding Class A preferred stock. All shares of the Class A preferred stock are convertible into 222 shares of the Issuer’s common stock. Thus, the Class A preferred stock will at all times constitute a voting majority. The Reporting Person owns all outstanding shares of the Issuer’s Class A preferred stock. As holders of Class A preferred stock, the Reporting Person will receive on each January 1 (each a “ PIK Dividend Payment Date ”) until the date all outstanding Class A preferred stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Issuer common stock (“ PIK Dividends ”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of the Issuer’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. An aggregate 296 shares of Issuer common stock are issuable under Common Stock Warrants dated July 15, 2012, as amended by the Amended and Restated Common Stock Warrant dated December 12, 2016, issued by the Reporting Person to Lindsay A. Rosenwald, M.D., the Reporting Person’s Chairman, President and Chief Executive Officer and Michael S. Weiss, the Reporting Person’s Executive Vice Chairman, Strategic Development, pursuant to the Fortress Biotech, Inc. Long-Term Incentive Plan (the “ Warrants ”). The Warrants, which have an exercise price of $492.75 per share, are exercisable until July 15, 2035. The Reporting Person must reserve from its holdings of the Issuer’s c

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