Fortress Biotech Enters Material Agreement, Reports Equity Sales

TL;DR

FBIO inked a big deal & sold some stock, filing shows.

AI Summary

Fortress Biotech, Inc. announced on September 19, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Fortress Biotech, Inc. (company) — Registrant
• September 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ares ") of common stock of the Company, $0.001 par value per share (" Common Stock "),
• $1.65 — ommon Stock "), at a price per share of $1.65 (such offering, the " Registered Offeri
• $6.5 million — "). The Company received approximately $6.5 million in gross proceeds from the Registered O
• $1 — of Common Stock at a price per share of $1.84, which was the consolidated closing
• $0.125 — n PIPE Warrants at an offering price of $0.125 per Chairman PIPE Warrant. The Company
• $1.5 million — ant. The Company received approximately $1.5 million in gross proceeds from the Chairman Pri
• $1.84 — PIPE Warrants have an exercise price of $1.84 per share (subject to adjustment as set
• $75,000 — Company reimbursed the Placement Agent $75,000 for certain fees and expenses incurred
• $10,000 — cement Agent in an amount not to exceed $10,000. The foregoing descriptions of the PIP

Filing Documents

• tm2424497d1_8k.htm (8-K) — 46KB
• tm2424497d1_ex4-1.htm (EX-4.1) — 104KB
• tm2424497d1_ex5-1.htm (EX-5.1) — 11KB
• tm2424497d1_ex10-1.htm (EX-10.1) — 216KB
• tm2424497d1_ex10-2.htm (EX-10.2) — 22KB
• tm2424497d1_ex10-3.htm (EX-10.3) — 58KB
• tm2424497d1_ex99-1.htm (EX-99.1) — 16KB
• tm2424449d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• tm2424497d1_img001.jpg (GRAPHIC) — 14KB
• 0001104659-24-102033.txt ( ) — 836KB
• fbio-20240919.xsd (EX-101.SCH) — 4KB
• fbio-20240919_def.xml (EX-101.DEF) — 26KB
• fbio-20240919_lab.xml (EX-101.LAB) — 36KB
• fbio-20240919_pre.xml (EX-101.PRE) — 25KB
• tm2424497d1_8k_htm.xml (XML) — 6KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement . Registered Offering On September 19, 2024, Fortress Biotech, Inc. (the " Company ") entered into Securities Purchase Agreements (the " Investor Purchase Agreements ") with accredited investors pursuant to which the Company agreed to issue and sell 3,939,394 shares (the " Shares ") of common stock of the Company, $0.001 par value per share (" Common Stock "), at a price per share of $1.65 (such offering, the " Registered Offering "). The Company received approximately $6.5 million in gross proceeds from the Registered Offering, before deducting placement agency fees and offering expenses. The Shares were offered and sold pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-279516), which was declared effective by the U.S. Securities and Exchange Commission (the " SEC ") on May 30, 2024, including the prospectus supplement to the base prospectus dated September 19, 2024. The Registered Offering closed on September 23, 2024. The Company intends to use the net proceeds from the Registered Offering for general corporate purposes, which may include research and development expenditures, clinical trial expenditures, license or acquisition of new products, and working capital. Private Placements Concurrently with the Registered Offering, the Company conducted two separate private placements. Pursuant to the Investor Purchase Agreements, the Company conducted a private placement (" Investor Private Placement ") of warrants (the " Investor PIPE Warrants ") to purchase an aggregate of 3,939,394 shares of Common Stock. Additionally, pursuant to a separate Securities Purchase Agreement, dated September 19, 2024, with Lindsay A. Rosenwald, M.D., the Chairman, President and Chief Executive Officer of the Company (the " Chairman Purchase Agreement " together with the Investor Purchase Agreements, the " Purchase Agreements "), the Company conducted a private placement (" Chairman

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 under the subheading "Private Placements" is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the purchasers in the Purchase Agreements, the offering and sale of the PIPE Warrants and the shares of Common Stock sold in the Chairman Private Placement were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and corresponding provisions of state securities or "blue sky" laws. The sale of the PIPE Warrants, the shares of Common Stock issuable upon exercise of the PIPE Warrants and the shares of Common Stock sold in the Chairman Private Placement by the Company in the Private Placements has not been registered under the Securities Act or any state securities laws and such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation or general advertising. In the Purchase Agreements, each purchaser represented that it is and on each date on which it exercises any PIPE Warrant will be, either (i) an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act, and it is acquiring the PIPE Warrants, or PIPE Warrants and shares of Common Stock, with respect to the Chairman Purchase Agreement, for investment purposes only and not with a view to any resale, distribution or other disposition of the PIPE Warrants in violation of the United States federal securities laws.

01. Other Events

Item 8.01. Other Events. On September 20, 2024, the Company issued a press release announcing the Private Placements and the Registered 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibit is furnished herewith: Exhibit Number Description 4.1 Form of PIPE Warrant 5.1 Opinion of Troutman Pepper Hamilton Sanders LLP 10.1 Form of Securities Purchase Agreement, dated September 19, 2024, by and among the Company and the purchasers party thereto 10.2 Form of Lockup Agreement 10.3 Placement Agent Agreement entered into by and between the Company and the Placement Agent, dated September 19, 2024 23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1) 99.1 Press Release (pricing), dated September 20, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the 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: our growth strategy, financing and strategic agreements a

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: September 23, 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