Fortress Biotech Announces Pricing of $11 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
30 December 2023 - 12:20AM
Fortress Biotech, Inc. (Nasdaq: FBIO) (“Fortress” or “Company”), an
innovative biopharmaceutical company focused on efficiently
acquiring, developing and commercializing or monetizing promising
therapeutic products and product candidates, today announced that
it has entered into a definitive agreement for the issuance and
sale of 3,303,305 shares of its common stock and warrants to
purchase up to 3,303,305 shares of common stock at a combined
offering price of $3.33 per share of common stock and accompanying
warrant priced at-the-market under Nasdaq rules. The warrants have
an exercise price of $3.21 per share, are immediately exercisable,
and will expire five years following the date of issuance.
The gross proceeds from the offering, before
deducting the placement agent's fees and other offering expenses,
are expected to be approximately $11.0 million. Fortress expects to
use the net proceeds from the offering for its operations,
including, but not limited to, general corporate purposes, which
may include research and development expenditures, clinical trial
expenditures, license or acquisition of new products, and working
capital.
Roth Capital Partners is acting as exclusive
placement agent for the offering. The offering is expected to close
on or about January 3, 2024, subject to the satisfaction of
customary closing conditions.
The securities described above are being offered
pursuant to a registration statement on Form S-3 (File No.
333-258145), which was declared effective by the Securities and
Exchange Commission (the “SEC”) on July 30, 2021. The offering is
being made only by means of a prospectus which is a part of the
effective registration statement. A final prospectus supplement and
the accompanying prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC’s website at www.sec.gov. Additionally, when available,
electronic copies of the final prospectus supplement and the
accompanying prospectus may be obtained from Roth Capital Partners,
LLC at 888 San Clemente Drive, Newport Beach, CA 92660, or by phone
at (800) 678-9147 or email at rothecm@roth.com.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, nor shall there by any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About Fortress BiotechFortress
Biotech, Inc. (“Fortress”) is an innovative biopharmaceutical
company focused on efficiently acquiring, developing and
commercializing or monetizing promising therapeutic products and
product candidates. The company has eight marketed prescription
pharmaceutical products and over 25 programs in development at
Fortress, at its majority-owned and majority-controlled partners
and subsidiaries and at partners and subsidiaries it founded and in
which it holds significant minority ownership positions. Such
product candidates span six large-market areas, including oncology,
rare diseases and gene therapy, which allow it to create value for
shareholders. Fortress advances its diversified pipeline through a
streamlined operating structure that fosters efficient drug
development. The Fortress model is focused on leveraging its
significant biopharmaceutical industry expertise and network to
further expand the company’s portfolio of product opportunities.
Fortress has established partnerships with some of the world’s
leading academic research institutions and biopharmaceutical
companies to maximize each opportunity to its full potential,
including AstraZeneca, City of Hope, Fred Hutchinson Cancer Center,
St. Jude Children’s Research Hospital, Nationwide Children’s
Hospital and Sentynl. For more information, visit
www.fortressbiotech.com.
Forward-Looking StatementsThis
press release may contain “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, as amended. As used
below and throughout this press release, the words “we”, “us” and
“our” may refer to Fortress individually or together with one or
more partner companies, as dictated by context. Such statements
include, but are not limited to, any statements relating to the
completion of the offering or use or proceeds, the ability to
satisfy the closing conditions related to the offering and the
overall timing and completion of such closing; expectations for
increases or decreases in expenses; any statements relating to our
growth strategy and product development programs, ability to
generate shareholder value, ability of our products to receive
necessary approvals, including FDA approval, ability of our
products and therapies to help patients and any other statements
that are not historical facts. Forward-looking statements are based
on management’s current expectations and are subject to risks and
uncertainties that could negatively affect our business, operating
results, financial condition and stock price. Factors that could
cause actual results to differ materially from those currently
anticipated include, risks relating to: our growth strategy;
financing and strategic agreements and relationships; our need for
substantial additional funds and uncertainty relating to
financings; our ability to identify, acquire, close and integrate
product candidates successfully and on a timely basis; our ability
to attract, integrate and retain key personnel; the early stage of
products under development; the results of research and development
activities; uncertainties relating to preclinical and clinical
testing; risks relating to the timing of starting and completing
clinical trials; the ability to secure and maintain third-party
manufacturing, marketing and distribution of our and our partner
companies’ products and product candidates; government regulation;
patent and intellectual property matters; competition; as well as
other risks described in Part I, Item 1A, “Risk Factors,” in our
Annual Report on Form 10-K filed on March 31, 2023, subsequent
Reports on Form 10-Q, and our other filings we make with the
Securities and Exchange Commission. We expressly disclaim any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in our expectations or any changes in events,
conditions or circumstances on which any such statement is based,
except as may be required by law, and we claim the protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The information
contained herein is intended to be reviewed in its totality, and
any stipulations, conditions or provisos that apply to a given
piece of information in one part of this press release should be
read as applying mutatis mutandis to every other instance of such
information appearing herein.
Company Contact:Jaclyn JaffeFortress Biotech,
Inc.(781) 652-4500ir@fortressbiotech.com
Media Relations Contact:Tony Plohoros6
Degrees(908) 591-2839tplohoros@6degreespr.com
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