Fortress Biotech Files 8-K on Equity Sale
Ticker: FBIOP · Form: 8-K · Filed: Jun 28, 2024 · CIK: 1429260
Sentiment: neutral
Topics: equity-sale, preferred-stock, financing
Related Tickers: FBIO
TL;DR
FBIO sold preferred stock, watch for dilution.
AI Summary
On June 27, 2024, Fortress Biotech, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The company, incorporated in Delaware, issued Series Cumulative Redeemable Perpetual Preferred Stock. This filing is related to the company's ongoing financial and operational activities.
Why It Matters
This filing indicates Fortress Biotech has issued new preferred stock, which could impact its capital structure and future dilution for common shareholders.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can sometimes signal a need for capital or potential dilution, requiring further investigation into the terms and impact.
Key Players & Entities
- Fortress Biotech, Inc. (company) — Registrant
- June 27, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Series Cumulative Redeemable Perpetual Preferred Stock (security) — Type of equity sold
FAQ
What was the specific amount of Series Cumulative Redeemable Perpetual Preferred Stock sold?
The filing does not specify the exact number of shares or the aggregate dollar amount of the Series Cumulative Redeemable Perpetual Preferred Stock sold.
Were these securities sold to a specific investor or group of investors?
The filing does not disclose the identity of the purchasers of the unregistered equity securities.
What is the purpose of this unregistered sale of equity securities?
The filing does not explicitly state the purpose for the unregistered sale of equity securities.
What are the key terms and conditions of the Series Cumulative Redeemable Perpetual Preferred Stock?
While the filing identifies the type of security, it does not detail the specific terms, dividend rates, redemption provisions, or other conditions of the preferred stock.
Does this filing indicate any recent financing activities or capital needs for Fortress Biotech?
The filing indicates an unregistered sale of equity securities, which often relates to financing activities or capital raising efforts by the company.
Filing Stats: 718 words · 3 min read · ~2 pages · Grade level 12 · Accepted 2024-06-28 16:33:49
Key Financial Figures
- $0.001 — hares ") of its common stock, par value $0.001 per share (" Common Stock "), to the fo
- $20,747.62 — Shares, rather than pay cash, and paid $20,747.62 in lieu of fractional shares and for ac
Filing Documents
- fbio-20240627x8k.htm (8-K) — 35KB
- 0001558370-24-009624.txt ( ) — 188KB
- fbio-20240627.xsd (EX-101.SCH) — 4KB
- fbio-20240627_def.xml (EX-101.DEF) — 15KB
- fbio-20240627_lab.xml (EX-101.LAB) — 17KB
- fbio-20240627_pre.xml (EX-101.PRE) — 15KB
- fbio-20240627x8k_htm.xml (XML) — 7KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities . On June 27, 2024, Fortress Biotech, Inc. (" Fortress ") issued 2,028,345 shares (the " Shares ") of its common stock, par value $0.001 per share (" Common Stock "), to the former holders of the 8% Cumulative Convertible Class B Preferred Stock (the " Urica Preferred Stock ") of Urica Therapeutics, Inc., a subsidiary of Fortress (" Urica "). The issuance of the Shares was in satisfaction of obligations under that certain Dividend Payment and Exchange Agreement dated as of December 27, 2022 (the " Dividend Agreement "), between Fortress and Urica for the benefit of the holders of the Urica Preferred Stock. Fortress originally entered into the Dividend Agreement as a partial inducement to investors in the previously disclosed private offering by Urica of the Urica Preferred Stock. Under the Dividend Agreement and the terms of the Urica Preferred Stock, Fortress agreed to (i) pay cumulative dividends on the Urica Preferred Stock in shares of Common Stock and (ii) at its election pay cash or issue new shares of Common Stock to the holders of the Urica Preferred Stock, in exchange for their mandatory tender to Fortress of their shares of Urica Preferred Stock, upon the occurrence of certain dates and conditions set forth in the Certificate of Designations of Rights and Preferences for the Urica Preferred Stock. On June 27, 2024, based on the formula provided by the terms of the Urica Preferred Stock, Fortress elected to issue the Shares, rather than pay cash, and paid $20,747.62 in lieu of fractional shares and for accumulated and unpaid dividends that would otherwise have been payable in Common Stock, upon its receipt of all of the issued and outstanding shares of Urica Preferred Stock from the prior holders of such Urica Preferred Stock. The foregoing issuances were made in a transaction exempt from registration under the Securities Act of 1933, as amended (the " Securities Act "), pursuant to Section 4(a) thereof.
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: June 28, 2024 By: /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. Chairman, President and Chief Executive Officer