Current Report Filing (8-k)
September 29 2021 - 7:46AM
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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): September 28, 2021
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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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
8.01. Other Events.
Alexion
Therapeutics exercises its option to purchase Caelum Biosciences
As previously
disclosed, on January 30, 2019, Caelum Biosciences, Inc. (“Caelum”), a partner company of Fortress, entered into a
Development, Option and Stock Purchase Agreement (as amended, the “DOSPA”) by and among Caelum, Alexion Therapeutics,
Inc. (“Alexion”), Fortress and the Caelum security holders parties thereto (including Fortress, the “Sellers”).
Under the DOSPA, Alexion had an option (the “Option”) to purchase from the Sellers 100% of the equity securities of
Caelum for an upfront option exercise fee of $150 million (of which approximately $64 million would be payable to Fortress), plus up to
$350 million in contingent development and sales milestones (such acquisition, if consummated, the “Acquisition”).
Ten percent of the upfront option exercise fee would be held in escrow to satisfy potential indemnification obligations, if any, and certain
miscellaneous transaction expenses may be deducted from the upfront option exercise fee. Fortress would be eligible to receive approximately
43% of each subsequent cash milestone payable to the Sellers.
On September
28, 2021, Alexion formally notified Caelum that it was exercising its option under the DOSPA to purchase 100% of the equity securities
of Caelum. The parties anticipate that the purchase will close in the first half of October 2021.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, 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: September 29, 2021
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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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