Current Report Filing (8-k)
November 04 2022 - 4:07PM
Edgar (US Regulatory)
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2022-10-31
2022-10-31
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2022-10-31
2022-10-31
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fbio:Sec9.375SeriesCumulativeRedeemablePerpetualPreferredStockMember
2022-10-31
2022-10-31
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): October 31, 2022
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.) |
1111
Kane Concourse, Suite
301
Bay
Harbor Islands, FL 33154
(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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Written communications pursuant to Rule 425 under the Securities Act. |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act. |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
FBIO |
Nasdaq Capital Market |
9.375% Series A Cumulative Redeemable Perpetual Preferred Stock |
FBIOP |
Nasdaq Capital Market |
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 3.01 |
Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 31, 2022, Fortress Biotech, Inc. (the
“Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) indicating that the bid price of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company is not in compliance with
Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
Nasdaq’s notice has no immediate effect on
the listing of the Company’s Common Stock on Nasdaq. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is afforded a 180-calendar
day grace period, through May 1, 2023, to regain compliance with the bid price requirement. Compliance can be achieved by evidencing a
closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days, although the Staff may, in its discretion,
require compliance for a longer period of time (generally no more than 20 consecutive business days) during the 180-calendar day grace
period.
If the Company does not regain compliance with
the bid price requirement by May 1, 2023, the Company may be eligible for an additional 180-calendar day compliance period so long as
it satisfies the criteria for initial listing on The Nasdaq Stock Market and the continued listing requirement for market value of publicly
held shares and the Company provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period
by effecting a reverse stock split, if necessary. In the event the Company is not eligible for the second grace period, the Nasdaq staff
will provide written notice that the Common Stock is subject to delisting; however, the Company may request a hearing before the Nasdaq
Hearings Panel (the “Panel”), which request, if timely made, would stay any further suspension or delisting action by the
Staff pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There can be no
assurance that the Company would be successful in its efforts to maintain the Nasdaq listing.
The Company intends to closely monitor the closing
bid price of the Common Stock and consider all available options to remedy the bid price deficiency, but no decision regarding any action
has yet been made.
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: November 4, 2022 |
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By: |
/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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