Fortress Biotech, Inc. (NASDAQ:FBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On November 6, 2017, Fortress Biotech, Inc. (“Fortress” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with B. Riley FBR, Inc., as representative of the several underwriters named therein (the “Underwriters”). to the Underwriting Agreement, the Company agreed to sell to the Underwriters, in a firm commitment underwritten public offering, 1,000,000 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 $25.00 per share, less underwriting discounts and commissions. In addition, to the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 150,000 Preferred Shares (the “Additional Shares,” together with the Firm Shares, the “Shares”). The transactions relating to the Firm Shares contemplated by the Underwriting Agreement are expected to close on November 14, 2017, 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.

B. Riley FBR, Inc. is acting as lead manager and joint bookrunner for the offering. National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation, and H.C. Wainwright & Co., LLC are acting as joint bookrunners for the offering.

The net proceeds to the Company are expected to be approximately $22,875,000 million, assuming no exercise of the option to purchase the Additional Shares and after deducting underwriting discounts and commissions and a structuring fee of 1.5% of the gross proceeds 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.

On November 7, 2017, the Company filed a Certificate of Designations (the “Series A Designations”) with the Delaware Secretary of State designating 5,000,000 shares of the Company’s authorized preferred stock as 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, with a liquidation preference of $25.00 per share (the “Series A Perpetual Preferred Stock”), and further establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series A Perpetual Preferred Stock.

Under the terms of the Series A Perpetual Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the Series A Perpetual Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series A Perpetual Preferred Stock for the immediately preceding dividend period.

The terms of the Series A Perpetual Preferred Stock are more fully described in the Series A Designations which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On November 7, 2017, the Company filed the Series A Designations with the Secretary of State of the State of Delaware to establish the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series A Perpetual Preferred Stock. The terms of the Series A Designations are more fully described in the Series A Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In addition to filing the Series A Designations, the Company also filed Certificates of Elimination (“Certificates of Elimination”) with the Secretary of State of the State of Delaware on November 7, 2017. The Certificates of Elimination eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Series B and Series C Preferred Stock of the Company, dated January 7, 2011 and May 26, 2011, respectively. No shares of Preferred Stock were issued or outstanding at the time of the filing of the Certificates of Elimination. The Series A Designations and the Certificates of Elimination became effective upon filing with the Secretary of State of the State of Delaware. A copy of the Certificates of Elimination are filed as Exhibit 3.2 and Exhibit 3.3 hereto, and are incorporated herein by reference.

The following exhibits are filed as a part of this report:

Fortress Biotech, Inc. Exhibit
EX-1.1 2 tv478827_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   EXECUTION COPY           Fortress Biotech,…
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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.