Current Report Filing (8-k)
August 28 2020 - 8:16AM
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2020-08-26
2020-08-26
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2020-08-26
2020-08-26
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fbio:Sec9.375SeriesCumulativeRedeemablePerpetualPreferredStockMember
2020-08-26
2020-08-26
iso4217:USD
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iso4217:USD
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of report (Date
of earliest event reported): August 26, 2020
Fortress Biotech, Inc.
(Exact Name of Registrant
as Specified in Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-35366
(Commission File Number)
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20-5157386
(IRS Employer
Identification No.)
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2 Gansevoort Street, 9th Floor
New York, New York 10014
(Address of Principal
Executive Offices)
(781) 652-4500
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act.
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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FBIO
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Nasdaq Capital Market
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9.375% Series A Cumulative Redeemable Perpetual Preferred Stock
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FBIOP
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Nasdaq Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On August 26, 2020, Fortress Biotech, Inc.
(“Fortress” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with The Benchmark Company, LLC (“Benchmark”) and ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”)
(Benchmark and ThinkEquity together being the “Underwriters”). Pursuant to the Underwriting Agreement, the Company
agreed to sell to the Underwriters, in a firm commitment underwritten public offering, 666,666 shares (the “Firm Shares”)
of the Company’s 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Preferred
Shares”), at a price to the public of $18.00 per share, less underwriting discounts and commissions. In addition, pursuant
to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase up to an additional
66,666 Preferred Shares (the “Additional Shares,” together with the Firm Shares, the “Shares”). On August 27,
2020, the Underwriters exercised their option for the Additional Shares. The transactions relating to the Shares contemplated by
the Underwriting Agreement are expected to close on August 31, 2020, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
Benchmark and ThinkEquity are acting as
book running managers for the offering.
The net proceeds to the Company for the
Shares are expected to be approximately $12,143,978, after deducting underwriting discounts and commissions payable to the Underwriters.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions.
Alston & Bird LLP, counsel to the Company,
delivered an opinion as to the validity of the Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated by
reference herein.
Item 8.01. Other Events.
The following estimated Expense Table relating to the offering
contemplated by the Underwriting Agreement is being filed herewith in order to be incorporated by reference into Registration Statement
333-238327:
Securities and Exchange Commission Registration Fee
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$
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*
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Legal Fees and Expenses
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$
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110,000
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Accountants’ Fees and Expenses
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$
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40,000
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Printing and Duplicating Fees
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$
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10,000
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Transfer Agent’s Fees and Expenses
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$
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5,000
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Miscellaneous Expenses
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$
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5,000
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Total
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$
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170,000
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number
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Description
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1.1
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Underwriting Agreement, dated August 26, 2020, by and among Fortress Biotech, Inc., The Benchmark Company, LLC and ThinkEquity, a division of Fordham Financial Management, Inc.
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5.1
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Opinion of Alston & Bird, LLP.
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23.1
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Consent of Alston & Bird, LLP (included in the opinion filed as Exhibit 5.1).
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99.1
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Press release issued by Fortress Biotech, Inc., dated August 26, 2020.
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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.
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Fortress Biotech, Inc.
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(Registrant)
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Date: August 28, 2020
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By:
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/s/ Lindsay A. Rosenwald, M.D.
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Lindsay A. Rosenwald, M.D.
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Chairman, President and Chief Executive Officer
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