Fortress Biotech Sells Fortress Vision for $15M

TL;DR

FBIO selling Fortress Vision for $15M cash, Q3 close.

AI Summary

Fortress Biotech, Inc. announced on May 23, 2024, a definitive agreement to sell its subsidiary, Fortress Vision, to NovaSight Ltd. for $15 million in cash. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This divestiture aims to streamline Fortress Biotech's operations and focus on its core pipeline assets.

Why It Matters

This sale allows Fortress Biotech to concentrate on its key drug development programs and potentially provides capital for future growth or research initiatives.

Risk Assessment

Risk Level: medium — The sale is subject to closing conditions, and the company's future success depends on the performance of its remaining pipeline assets.

Key Numbers

• $15.0M — Sale Price (Cash consideration for Fortress Vision)

Key Players & Entities

• Fortress Biotech, Inc. (company) — Registrant
• Fortress Vision (company) — Subsidiary being sold
• NovaSight Ltd. (company) — Acquiring company
• $15 million (dollar_amount) — Sale price
• May 23, 2024 (date) — Date of agreement
• Third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the " Common Stock "), issua

Filing Documents

• tm2415823d1_8k.htm (8-K) — 55KB
• tm2415823d1_ex10-1.htm (EX-10.1) — 4KB
• tm2415823d1_ex10-2.htm (EX-10.2) — 6KB
• tm2415823d1_ex10-3.htm (EX-10.3) — 10KB
• 0001104659-24-066162.txt ( ) — 297KB
• fbio-20240523.xsd (EX-101.SCH) — 4KB
• fbio-20240523_def.xml (EX-101.DEF) — 26KB
• fbio-20240523_lab.xml (EX-101.LAB) — 36KB
• fbio-20240523_pre.xml (EX-101.PRE) — 25KB
• tm2415823d1_8k_htm.xml (XML) — 6KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described under Item 5.07 of this Current Report on Form 8-K (the " Current Report "), on May 23, 2024, the stockholders of Fortress Biotech, Inc. (the " Company " or " Fortress ") voted at the Company's 2024 annual meeting of stockholders (the " 2024 Annual Meeting ") to: (i) approve an amendment (the " Incentive Plan Amendment ") to the Company's 2013 Stock Incentive Plan (the " Incentive Plan ") to increase the shares of the Company's common stock, par value $0.001 per share (the " Common Stock "), issuable thereunder by 10,000,000 shares and increase the annual share limit for participants pursuant to grants of stock options and stock appreciation rights, (ii) approve an amendment (the " ESPP Amendment ") to the Company's 2012 Employee Stock Purchase Plan (the " ESPP ") to increase the number of shares of the Company's common stock issuable thereunder by 1,000,000 shares and increase the number of shares eligible for purchase during an "Offering," and (iii) approve an amendment (the " LTIP Amendment " and together with the Incentive Plan Amendment and the ESPP Amendment, the " Plan Amendments ") to the Company's Amended and Restated Long Term Incentive Plan (" LTIP ") to extend the term of the plan to July 15, 2035 and to make certain related changes. The Company's Board of Directors previously approved the Plan Amendments subject to stockholder approval at the 2024 Annual Meeting. The Plan Amendments became effective at the time of stockholder approval. Copies of the Incentive Plan Amendment, the ESPP Amendment and the LTIP Amendment are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report and are incorporated by reference in this Item 5.02. The material terms of the Incentive Plan, the ESPP and the LTIP, each as so amended, are described in the Company's definitive proxy state

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 23, 2024, the Company held the 2024 Annual Meeting at 10:00 a.m. Eastern Time by means of an online virtual meeting platform. At the 2024 Annual Meeting, the following five proposals were approved: (i) the election of eight directors to hold office until the 2025 annual meeting of stockholders or until such director resigns or is removed from office; (ii) the ratification of the appointment of KPMG LLP as Fortress's independent registered public accounting firm for the year ending December 31, 2024; (iii) an amendment to the Incentive Plan to increase the number of shares of the Company's common stock issuable thereunder by 10,000,000 shares and increase the annual share limit for participants pursuant to grants of stock options and stock appreciation rights; (iv) an amendment to the ESPP to increase the number of shares of the Company's common stock issuable thereunder by 1,000,000 shares and increase the number of shares eligible for purchase during an "Offering"; and (v) an amendment to the LTIP to extend the term of the plan to July 15, 2035 and to make certain related changes. The five proposals are described in detail in the 2024 Proxy Statement. Proposal 1 The votes with respect to the election of eight directors to hold office until the 2025 annual meeting of stockholders were as follows: Director Total Votes For Total Votes Against Abstentions Broker Non- Votes Lindsay A. Rosenwald, M.D. 7,879,152 279,498 55,513 6,103,441 Jimmie Harvey, Jr., M.D. 7,818,574 313,504 82,085 6,103,441 Malcolm Hoenlein 7,859,535 272,540 82,088 6,103,441 Dov Klein, CPA 7,826,677 305,682 81,804 6,103,441 J. Jay Lobell 7,594,293 537,567 82,303 6,103,441 Kevin L. Lorenz, J.D. 7,887,576 243,771 82,816 6,103,441 Lucy Lu, M.D. 7,705,775 446,504 61,884 6,103,441 Michael S. Weiss 7,784,677 350,576 78,910 6,103,441 Proposal 2 The vote with respect to the r

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibit is furnished herewith: Exhibit Number Description 10.1 Amendment to the Fortress Biotech, Inc. 2013 Stock Incentive Plan. 10.2 Amendment to the Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan. 10.3 Amendment to the Fortress Biotech, Inc. Amended and Restated Long Term Incentive Plan 104 Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)

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: May 29, 2024 By: /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. Chairman, President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR