SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 23, 2020
Fortress Biotech, Inc.
(Exact Name of Registrant as Specified in Charter)
2 Gansevoort Street, 9th Floor
New York, New York 10014
(Address of Principal Executive Offices)
(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:
|¨||Written communications pursuant to Rule 425 under the Securities Act.|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act.|
|¨||Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.|
|¨||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 8.01||Other Events.|
On March 23, 2020, Fortress Biotech, Inc. (“the Company”) announced that the Company’s Board of Directors approved a share repurchase program of the Company’s outstanding 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (Nasdaq: FBIOP) (the “Preferred Stock”) in an aggregate amount of up to $5 million. Repurchases under the program may be made in the open market or through privately-negotiated transactions from time to time up until the earlier to occur of the repurchase of $5 million of the Company’s Preferred Stock or the close of trading on May 31, 2020, subject to applicable laws and regulations. The program may be amended, suspended or discontinued at any time and does not commit the Company to repurchase any shares of Preferred Stock. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
|Item 9.01||Financial Statements and Exhibits.|
The following exhibit is furnished herewith:
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.
|Date: March 23, 2020|
|By:||/s/ Lindsay A. Rosenwald, M.D.|
|Lindsay A. Rosenwald, M.D.|
|Chairman, President and Chief Executive Officer|