Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Fortress Biotech, Inc. | v458335_ex99-1.htm |
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): January 31, 2017
| FORTRESS BIOTECH, INC. | ||
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 001-35366 | 20-5157386 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2 Gansevoort Street, 9th Floor, New York, New York | 10014 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (781) 652-4500
| (Former name or former address, if changed since last report.) |
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 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On February 2, 2017, Fortress Biotech, Inc. (the “Company”) issued a press release announcing that its subsidiary, Mustang Bio, Inc. (“Mustang”), completed a private placement of Units (each comprised of 10,000 shares of Mustang common stock and warrants exercisable for 2,500 shares of Mustang common stock) for aggregate gross proceeds of approximately $94.5 million, prior to fees and expenses. The private placement was conducted pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. To the extent that any shares of Mustang common stock are issued in connection with the private placement, they may not be offered or sold in the United States absent registration or the availability of an applicable exemption from the registration requirements of the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Company or Mustang.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release dated February 2, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTRESS BIOTECH, INC. | ||
| Date: February 6, 2017 | /s/ Lindsay A. Rosenwald | |
| Name: | Lindsay A. Rosenwald | |
| Title: | Chairman, President and Chief Executive Officer | |