90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
|Mark F. McElreath||Direct Dial: 212-210-9595||Email: firstname.lastname@example.org|
April 28, 2020
Mr. Jeffrey Gabor and Ms. Celeste Murphy
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Fortress Biotech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2020
File No. 001-35366
Mr. Gabor and Ms. Murphy:
At the request and on behalf of our client, Fortress Bio, Inc., a Delaware corporation (the “Company”), we hereby submit the following response to the comment of the Staff of the Securities and Exchange Commission (the “Commission”) received by letter dated April 24, 2020, relating to the Company’s Preliminary Proxy Statement on Schedule 14A, which was filed on April 17, 2020 (the “Preliminary Proxy Statement”). The response set forth in this letter has been prepared by the Company with our assistance.
We have filed a Definitive Proxy Statement along with this letter (the “Definitive Proxy Statement”), which addresses the Commission’s comment in its April 24, 2020 letter. A marked copy showing the changes made in the Definitive Proxy Statement as compared to the Preliminary Proxy Statement can be made available for your review upon your request.
|Alston & Bird LLP||www.alston.com|
|Atlanta | Beijing | Brussels | Charlotte | Dallas | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.|
April 28, 2020
Preliminary Proxy Statement on Schedule 14A filed April 17, 2020
|1.||Please revise your disclosure to address the effects of the proposed increase in the number of authorized common shares, including the potential dilutive and anti-takeover effects. Please also revise your disclosure to address the effects of the dividend payment date change for the Company's 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock from quarterly to monthly.|
|1.||As requested, the Definitive Proxy Statement includes (i) expanded disclosure regarding the potential effects of the proposed increase in the number of authorized common shares, including the potential dilutive and anti-takeover effects and (ii) expanded disclosure regarding the potential effects of the Company's proposed change to the dividend payment frequency of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock.|
Please let us know if you have any further comments or questions.
|/s/ Mark F. McElreath|
|Mark F. McElreath|