Fortress Biotech Enters Material Definitive Agreement

TL;DR

FBIO signed a big deal on 7/15, details TBD.

AI Summary

On July 15, 2024, Fortress Biotech, Inc. entered into a material definitive agreement. The filing does not provide specific details on the nature of the agreement, the other parties involved, or any associated financial figures.

Why It Matters

This filing indicates a significant new agreement for Fortress Biotech, which could impact its future operations and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the agreement.

Key Players & Entities

• Fortress Biotech, Inc. (company) — Registrant
• July 15, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 1111 Kane Concourse, Suite 301 (address) — Principal Executive Offices
• Bay Harbor Islands, FL 33154 (address) — Principal Executive Offices Location
• 781-652-4500 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $150 million — d equity capitalization until it raises $150 million in equity securities. The Transaction

Filing Documents

• fbio-20240715x8k.htm (8-K) — 35KB
• 0001558370-24-009903.txt ( ) — 215KB
• fbio-20240715.xsd (EX-101.SCH) — 5KB
• fbio-20240715_def.xml (EX-101.DEF) — 15KB
• fbio-20240715_lab.xml (EX-101.LAB) — 13KB
• fbio-20240715_pre.xml (EX-101.PRE) — 15KB
• fbio-20240715x8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . On July 15, 2024, Urica Therapeutics Inc. ("Urica"), a majority-owned and controlled subsidiary of Fortress Biotech, Inc. ("Fortress", or the "Company"), entered into an asset purchase agreement (the "APA"), royalty agreement (the "Royalty Agreement"), and related agreements (collectively, the "Transaction Documents") with Crystalys Therapeutics, Inc. ("Crystalys"). Crystalys is a Delaware corporation incorporated in 2022 and seeded by leading life sciences institutional investors. Under the Transaction Documents, Urica sold the rights to its URAT1 inhibitor product candidate in development for the treatment of gout, dotinurad, and related intellectual property, licenses and agreements to Crystalys. In return, Crystalys issued to Urica shares of its common stock equal to 35% of Crystalys' outstanding equity. Urica's equity position cannot be reduced below 15% of Crystalys' fully-diluted equity capitalization until it raises $150 million in equity securities. The Transaction Documents also grant Urica a securitized three percent (3%) royalty on future net sales of dotinurad to be paid by Crystalys, as well as the right to receive nominal cash reimbursement payments for certain clinical and development costs incurred by Urica related to dotinurad. Urica has the right to appoint one director to the board of directors of Crystalys, as well as an additional board observer. Urica has also committed to providing transition support to Crystalys for 90 days. The Transaction Documents contain customary representations and warranties by each party and include affirmative and negative covenants applicable to Urica and Crystalys, including an obligation by Crystalys to use commercially reasonable efforts to develop and commercialize dotinurad. Other than in respect of the Transaction Documents, there is no material relationship between the Company or its affiliates, on the one hand, and Crystalys, on the other hand.

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: July 19, 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