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):November 25, 2019
Fortress Biotech, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 001-35366 |
| 20-5157386 |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act. |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| o | Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act. |
| o | 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).o
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 November 25, 2019, 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 (“ThinkEquity”), as representatives of the several underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriters, in a firm commitment underwritten public offering, 262,500 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 $20.00 per share, less underwriting discounts and commissions. In addition, pursuant to the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 45 days, to purchase up to an additional 39,375 Preferred Shares (the “Additional Shares,” together with the Firm Shares, the “Shares”). On November 26, 2019, 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 November 29, 2019, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Benchmark and ThinkEquity are acting as book running managers for the offering. Dawson James Securities, Inc. is acting as co-manager.
The net proceeds to the Company for the Shares are expected to be approximately $5,554,500, 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 (the “Securities Act”), 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 333-226089:
| Securities and Exchange Commission Registration Fee | $ | * | ||
| Legal Fees and Expenses | $ | 175,000 | ||
| Accountants’ Fees and Expenses | $ | 50,000 | ||
| Printing and Duplicating Fees | $ | 20,000 | ||
| Transfer Agent’s Fees and Expenses | $ | 10,000 | ||
| Miscellaneous Expenses | $ | 80,000 | ||
| Total | $ | 335,000 |
| * | Previously paid. |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed herewith:
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: November 26, 2019 | ||
| By: | /s/ Lindsay A. Rosenwald, M.D. | |
| Lindsay A. Rosenwald, M.D. | ||
| Chairman, President and Chief Executive Officer |