Fortress Biotech Files S-1 Registration

TL;DR

FBIO filed an S-1, looks like they're raising capital.

AI Summary

Fortress Biotech, Inc. filed an S-1 registration statement on September 27, 2024, to register securities under the Securities Act of 1933. The company, incorporated in Delaware with its principal executive offices at 1111 Kane Concourse, Suite 301, Bay Harbor Islands, FL 33154, is involved in the pharmaceutical preparations industry. Lindsay A. Rosenwald, M.D. serves as the Executive Chairman, Chief Executive Officer, and President.

Why It Matters

This S-1 filing indicates Fortress Biotech is preparing to offer new securities, which could impact its capital structure and future growth strategies.

Risk Assessment

Risk Level: medium — S-1 filings often precede capital raises or significant corporate actions, introducing potential dilution or market volatility.

Key Numbers

• 333-282384 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 20-5157386 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Fortress Biotech, Inc. (company) — Registrant
• Lindsay A. Rosenwald, M.D. (person) — Executive Chairman, Chief Executive Officer and President
• 1111 Kane Concourse, Suite 301, Bay Harbor Islands, FL 33154 (address) — Principal Executive Offices
• 20240927 (date) — Filing Date
• 333-282384 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — 0 shares of our common stock, par value $0.001 per share (“Common Stock”),
• $1.41 — rted sale price of our Common Stock was $1.41 per share. You are urged to obtain curr
• $1.65 — Stock at an exercise price per share of $1.65 (as adjusted from $2.0735) (the “
• $2.0735 — ce per share of $1.65 (as adjusted from $2.0735) (the “2024 Warrants”). The
• $3.20 — of Common Stock at an exercise price of $3.20 per share. Additionally, on June 13, 20
• $0.5424 — rcise price of the existing warrants to $0.5424 per share and issue amended and restate
• $8.136 — 637 and the exercise price increased to $8.136 per share. Pursuant to the anti-dilut
• $1.84 — Stock at an exercise price per share of $1.84 (the “PIPE Warrants,” and c
• $2.32 — th a weighted average exercise price of $2.32 per share; and · 9,073,108 sha
• $2.36 — th a weighted average exercise price of $2.36 per share. Unless otherwise indicated

Filing Documents

• tm2425082d1_s1.htm (S-1) — 348KB
• tm2425082d1_ex4-8.htm (EX-4.8) — 81KB
• tm2425082d1_ex5-1.htm (EX-5.1) — 17KB
• tm2425082d1_ex10-34.htm (EX-10.34) — 644KB
• tm2425082d1_ex23-2.htm (EX-23.2) — 2KB
• tm2425082d1_ex-filingfees.htm (EX-FILING FEES) — 12KB
• tm2425082d1_ex5-1img001.jpg (GRAPHIC) — 5KB
• tm2425082d1_s1img001.jpg (GRAPHIC) — 6KB
• tm2425082d1_s1img002.jpg (GRAPHIC) — 19KB
• 0001104659-24-103758.txt ( ) — 1145KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS iii SUMMARY 1 THE OFFERING 3

USE OF PROCEEDS

USE OF PROCEEDS 4 THE SELLING STOCKHOLDERS 5

DESCRIPTION OF SECURITIES BEING REGISTERED

DESCRIPTION OF SECURITIES BEING REGISTERED 9 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 11 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 18 EXPERTS 18 WHERE YOU CAN FIND MORE INFORMATION 19 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 19 i ABOUT THIS PROSPECTUS This prospectus provides you with a general description of the shares of Common Stock that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the later-dated document modifies or supersedes the earlier statement. You should read both this prospectus and any applicable prospectus supplement together with the additional information about our company to which we refer you in the sections of this prospectus titled “ Where You Can Find More Information ” and “ Incorporation of Certain Documents by Reference .” You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other person to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders in this offering. See “ Use of Proceeds .”

Risk Factors

Risk Factors See “ Risk Factors ” incorporated by reference into this prospectus from our most current Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, for a discussion of certain factors you should carefully consider before deciding to invest in shares of our Common Stock. Nasdaq Capital Market Symbol FBIO (1)The number of shares of Common Stock is based on 27,563,494 shares of our Common Stock outstanding as of September 25, 2024, and excludes as of that date: · 175,416 shares of Common Stock underlying unvested Restricted Stock Units; · 80,999 shares of Common Stock underlying unvested deferred Restricted Stock Units; · 132,439 shares of Common Stock underlying deferred Restricted Stock Awards; · 558,896 shares of Common Stock issuable upon the exercise of stock options with a weighted average exercise price of $2.32 per share; and · 9,073,108 shares of Common Stock issuable upon exercise of outstanding warrants with a weighted average exercise price of $2.36 per share. Unless otherwise indicated, all information in this prospectus supplement assumes no exercise of the outstanding options or warrants or settlement of outstanding restricted stock units, described above. 3 RISK FACTORS Investing in our Common Stock involves a high degree of risk. Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. You should consider carefully the risks and uncertainties under the heading “ Risk Factors ” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Reports for the fiscal periods ended March 31, 2024 and June 30, 2024 , which are each incorporated by reference in this prospectus, and the risks, uncertainties and other information set forth in the reports and other materials filed or furnished by our partners

View Full Filing

View this S-1 filing on SEC EDGAR