Fortress Biotech Files 8-K on Agreements and Equity Sales

TL;DR

FBIO filed an 8-K on 7/25 detailing new deals, terminated agreements, and equity sales.

AI Summary

On July 25, 2024, Fortress Biotech, Inc. filed an 8-K detailing several significant events. These include entering into and terminating material definitive agreements, creating direct financial obligations, and reporting unregistered sales of equity securities. The filing also contains financial statements and exhibits related to these activities.

Why It Matters

This filing indicates significant corporate actions by Fortress Biotech, including changes in agreements and the issuance of new equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Fortress Biotech, Inc. (company) — Registrant
• July 25, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $50.0 million — Company "), as borrower, entered into a $50.0 million senior secured credit agreement (the "
• $35.0 million — ime party thereto. The Company borrowed $35.0 million under the Agreement on the Closing Date
• $15.0 million — is eligible to draw up to an additional $15.0 million with the lenders' consent (together, th
• $60.0 million — reement replaces the Company's existing $60.0 million senior secured credit agreement, dated
• $5.0 million — l be in an aggregate amount of at least $5.0 million and integral multiples of $1.0 million
• $1.0 million — $5.0 million and integral multiples of $1.0 million in excess thereof. The Company is requi
• $7.0 m — Company maintain a minimum liquidity of $7.0 million, which may be reduced or increase
• $20 million — ggregate amount equal to the greater of $20 million or 50% of an amount set forth in an ann
• $10 million — ce of the loan is less than or equal to $10 million. Following an event of default and any
• $2.0735 — y's common stock at a purchase price of $2.0735 per share (the " Warrants "). The Warra

Filing Documents

• fbio-20240725x8k.htm (8-K) — 48KB
• fbio-20240725xex99d1.htm (EX-99.1) — 14KB
• fbio-20240725xex99d1001.jpg (GRAPHIC) — 12KB
• 0001558370-24-010208.txt ( ) — 268KB
• fbio-20240725.xsd (EX-101.SCH) — 5KB
• fbio-20240725_def.xml (EX-101.DEF) — 15KB
• fbio-20240725_lab.xml (EX-101.LAB) — 13KB
• fbio-20240725_pre.xml (EX-101.PRE) — 15KB
• fbio-20240725x8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement . On July 25, 2024 (the " Closing Date "), Fortress Biotech, Inc. (the " Company "), as borrower, entered into a $50.0 million senior secured credit agreement (the " Agreement ") with Oaktree Fund Administration, LLC, as the administrative agent (in such capacity, the " Agent "), and the lenders from time to time party thereto. The Company borrowed $35.0 million under the Agreement on the Closing Date and is eligible to draw up to an additional $15.0 million with the lenders' consent (together, the " Loans "). The Agreement replaces the Company's existing $60.0 million senior secured credit agreement, dated as of August 27, 2020, by and among the Company, the lenders from time to time party thereto, and the Agent (the " Existing Credit Agreement "). Under the terms of the Agreement, the Loans have a 30-month interest-only period with a maturity date of July 25, 2027, and bear interest at an annual rate equal to the 3-month Secured Overnight Financing Rate (SOFR) plus 7.625% (subject to a 2.50% SOFR floor and a 5.75% SOFR cap). The Company is required to make quarterly interest-only payments until the maturity date. Fifty percent of the then-outstanding principal balance of the loans is due on March 31, 2027, with the remaining principal amount due on the maturity date. The Company may voluntarily prepay, in whole or in part, the amounts due under the Agreement at any time subject to a prepayment fee. Subject to prior written notice by the Company, to repay any amounts due prior to the maturity date, the Company must pay the sum of (A) the aggregate principal amount of the Loans being prepaid, (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium (as defined in the Agreement) and (D) if applicable, other unpaid amounts then due and owing pursuant to the Agreement and the other loan documents (such aggregate amount, the " Prepayment P

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On July 25, 2024, upon entry into the Agreement described in Item 1.01 above, the Company prepaid the outstanding $50.0 million balance under the Existing Credit Agreement and terminated the Existing Credit Agreement. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference under this Item 2.03.

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Warrants is incorporated by reference under this Item 3.02. The Warrants are being issued in a transaction that is exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits. The following exhibit is furnished herewith: 99 Exhibit Number Description 99.1 Press Release, dated July 25, 2024 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: July 25, 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