Fortress Biotech, Inc. (NASDAQ:FBIO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

On February 11, 2019, FBIO Acquisition, Inc. (“FBIO Acquisition”), a wholly-owned subsidiary of Fortress Biotech, Inc. (the “Company”), completed the previously-announced sale of its remaining holdings of National Holdings Corporation (“NHLD”) shares of common stock to NHC Holdings, LLC (“Purchaser”), a wholly-owned subsidiary of B. Riley FBR, Inc., for $3.25 per share, to the terms of the stock purchase agreement dated November 14, 2018 (the “Purchase Agreement”). to the terms of the Purchase Agreement, Purchaser, along with two other minority purchaser designees, collectively purchased the remaining NHLD shares held by FBIO Acquisition for an aggregate price of $13,089,141.00.

The Purchase Agreement contains normal and customary representations and warranties. As of this filing, FBIO Acquisition and its parent, the Company, own no shares of NHLD common stock.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 14, 2018, and is incorporated herein by reference.

On February 12, 2019, the Company issued a press release to announce the second closing of the sale of the NHLD shares under the Purchase Agreement. A copy of such press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(b) Pro Forma Financial Information.

The financial statements of the Company required by this item are filed as Exhibit 99.2 to this Current Report on Form 8-K, and are incorporated by reference herein.

(d) Exhibits.

The following exhibits are filed herewith:

Fortress Biotech, Inc. Exhibit
EX-99.1 2 tv513257_ex99-1.htm EXHIBIT 99.1   Exhibit 99.1     Fortress Biotech Completes Final Stage Closing of the Sale of its Remaining Shares of National Holdings Corporation   New York,…
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About Fortress Biotech, Inc. (NASDAQ:FBIO)

Fortress Biotech, Inc., formerly Coronado Biosciences, Inc., is a biopharmaceutical company. The Company is involved in the development of immunotherapy agents for the treatment of autoimmune diseases and cancer. Its sole product candidate is CNDO-109. The Company is also focused on acquiring, developing and commercializing pharmaceutical and biotechnology products. The Company’s product, CNDO-109, is a lysate (disrupted Closteroviridae (CTV)-1 cells, cell membrane fragments, cell proteins and other cellular components) that activates donor Natural Killer (NK) cells. CTV-1 is a leukemic cell line re-classified as a T-cell acute lymphocytic leukemia (ALL). The Company holds the license to develop and commercialize CNDO-109 to activate NK cells for the treatment of cancer-related and other conditions, and a non-exclusive license to certain clinical data solely for use in the Investigational new drug (IND) for CNDO-109. The Company is conducting the Phase I clinical studies of CNDO-109.