Fortress Biotech Enters Material Definitive Agreement

TL;DR

**Fortress Biotech just signed a big deal, check for details as it could move the stock.**

AI Summary

Fortress Biotech, Inc. filed an 8-K on January 3, 2024, reporting an event on December 29, 2023, related to an entry into a material definitive agreement. The filing indicates that the company is simultaneously satisfying obligations under Rule 425, Rule 14a-12, Rule 14d-2(b), and Rule 13e-4(c). This matters to investors because material definitive agreements can significantly impact the company's financial health, strategic direction, and future stock performance, potentially leading to either gains or losses depending on the nature of the agreement.

Why It Matters

This filing signals a new, important agreement for Fortress Biotech, which could affect its operations, finances, and ultimately, its stock value. Investors should investigate the details of this agreement to understand its potential impact.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its specifics, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

A smart investor would immediately look for subsequent filings or press releases from Fortress Biotech, Inc. that provide the specific details of the 'Material Definitive Agreement' to assess its financial and strategic implications before making any investment decisions.

Key Players & Entities

• Fortress Biotech, Inc. (company) — the registrant filing the 8-K
• 001-35366 (other) — Commission File Number
• 20-5157386 (other) — I.R.S. Employer Identification No.
• December 29, 2023 (date) — Date of earliest event reported
• January 3, 2024 (date) — Filed as of date

FAQ

Key Financial Figures

• $0.001 — e share of common stock of the Company, $0.001 par value per share (the " Common Stock
• $3.33 — " Securities "), at a price per Unit of $3.33 (the " Offering "). The Securities were
• $3.21 — The Warrants have an exercise price of $3.21 per share of Common Stock (subject to c
• $11.0 million — ompany expects to receive approximately $11.0 million in gross proceeds from the Offering, be

Filing Documents

• tm241522d1_8k.htm (8-K) — 43KB
• tm241522d1_ex4-1.htm (EX-4.1) — 112KB
• tm241522d1_ex5-1.htm (EX-5.1) — 29KB
• tm241522d1_ex10-1.htm (EX-10.1) — 227KB
• tm241522d1_ex10-2.htm (EX-10.2) — 113KB
• tm241522d1_ex99-1.htm (EX-99.1) — 12KB
• tm241522d1_ex99-2.htm (EX-99.2) — 11KB
• tm241522d1_ex5-1img01.jpg (GRAPHIC) — 7KB
• tm241522d1_ex99-1img01.jpg (GRAPHIC) — 19KB
• tm241522d1_ex99-2img01.jpg (GRAPHIC) — 19KB
• 0001104659-24-000821.txt ( ) — 952KB
• fbio-20231229.xsd (EX-101.SCH) — 4KB
• fbio-20231229_def.xml (EX-101.DEF) — 26KB
• fbio-20231229_lab.xml (EX-101.LAB) — 36KB
• fbio-20231229_pre.xml (EX-101.PRE) — 25KB
• tm241522d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 29, 2023, Fortress Biotech, Inc. (the " Company ") offered and sold an aggregate of 3,303,305 units (the " Units "), each consisting of one share of common stock of the Company, $0.001 par value per share (the " Common Stock "), and one warrant to purchase one share of Common Stock (the " Warrants ," and, together with the Common Stock and the Units, the " Securities "), at a price per Unit of $3.33 (the " Offering "). The Securities were sold pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-258145), which was declared effective by the SEC on July 30, 2021, the base prospectus included therein and a prospectus supplement related to the Offering dated December 29, 2023, and a Securities Purchase Agreement (the " Securities Purchase Agreement "), dated November 10, 2023, between the Company and the purchasers party thereto. The Warrants have an exercise price of $3.21 per share of Common Stock (subject to customary adjustments as set forth in the Warrants), are exercisable upon issuance and will expire five years from the date of issuance. The Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offerings and pro rata distributions. The Offering closed on January 3, 2024. The Company expects to receive approximately $11.0 million in gross proceeds from the Offering, before deducting placement agency fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for its operations, including, but not limited to, general corporate purposes, which may include research and development expenditures, clinical trial expenditures, license or acquisition of new products and working capital. Roth Capital Partners, LLC (" Roth ") acted as the exclusive placement agent in connection with the Offering, which was a "reasonable best efforts" offering pursuant

01 Other Events

Item 8.01 Other Events. On December 29, 2023, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On January 3, 2024, the Company issued a press release announcing the closing of the Offering. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith. Exhibit Number Description 4.1 Form of Warrant 5.1 Opinion of McGuireWoods LLP 10.1 Form of Securities Purchase Agreement, dated December 29, 2023, by and among the Company and the purchasers party thereto 10.2 Placement Agency Agreement, dated December 29, 2023, by and between the Company and Roth Capital Partners, LLC 23.1 Consent of McGuireWoods LLP (included in Exhibit 5.1) 99.1 Press Release (pricing), dated December 29, 2023 99.2 Press Release (closing), dated January 3, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document) Cautionary Note Regarding Forward-Looking This report may contain "forward-looking as amended. As used below and throughout this report, the words "we", "us" and "our" may refer to Fortress individually or together with one or more partner companies, as dictated by context. Such statements include, but are not limited to, any statements relating to the expectations regarding the use of proceeds from the offering, as well as our growth strategy and product development programs, ability to generate shareholder value, ability of our products to receive necessary approvals, including FDA approval, ability of our products and therapies to help patients and any other statements that are not historical facts. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include: market and other conditions; risks relating to our growth strategy; our ability to obtain, perform under and maintain f

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Fortress Biotech, Inc. (Registrant) Date: January 3, 2024 By: /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. Chairman, President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR