0001429260false0001429260us-gaap:CommonStockMember2024-07-152024-07-150001429260fbio:SeriesCumulativeRedeemablePerpetualPreferredStockMember2024-07-152024-07-1500014292602024-07-152024-07-15

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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): July 15, 2024

Fortress Biotech, Inc.

(Exact Name of Registrant as Specified in Charter)

​

Delaware
 (State or Other Jurisdiction
of Incorporation)

   

001-35366
 (Commission File Number)

    

20-5157386
(IRS Employer
Identification No.)

​

1111 Kane Concourse, Suite 301

Bay Harbor Islands, FL 33154

(Address of Principal Executive Offices)

(781) 652-4500

(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. ☐

​

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Item 1.01.    Entry into a Material Definitive Agreement.

​

On July 15, 2024, Urica Therapeutics Inc. (“Urica”), a majority-owned and controlled subsidiary of Fortress Biotech, Inc. (“Fortress”, or the “Company”), entered into an asset purchase agreement (the “APA”), royalty agreement (the “Royalty Agreement”), and related agreements (collectively, the “Transaction Documents”) with Crystalys Therapeutics, Inc. (“Crystalys”). Crystalys is a Delaware corporation incorporated in 2022 and seeded by leading life sciences institutional investors.

​

Under the Transaction Documents, Urica sold the rights to its URAT1 inhibitor product candidate in development for the treatment of gout, dotinurad, and related intellectual property, licenses and agreements to Crystalys. In return, Crystalys issued to Urica shares of its common stock equal to 35% of Crystalys’ outstanding equity. Urica’s equity position cannot be reduced below 15% of Crystalys’ fully-diluted equity capitalization until it raises $150 million in equity securities.

​

The Transaction Documents also grant Urica a securitized three percent (3%) royalty on future net sales of dotinurad to be paid by Crystalys, as well as the right to receive nominal cash reimbursement payments for certain clinical and development costs incurred by Urica related to dotinurad. Urica has the right to appoint one director to the board of directors of Crystalys, as well as an additional board observer. Urica has also committed to providing transition support to Crystalys for 90 days.

​

The Transaction Documents contain customary representations and warranties by each party and include affirmative and negative covenants applicable to Urica and Crystalys, including an obligation by Crystalys to use commercially reasonable efforts to develop and commercialize dotinurad. Other than in respect of the Transaction Documents, there is no material relationship between the Company or its affiliates, on the one hand, and Crystalys, on the other hand.

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The foregoing descriptions of the APA and the Royalty Agreement are qualified in their entireties by reference to the full text of such agreements, which will be filed with a subsequent periodic report of the Company.

SIGNATURES

​

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.

​

(Registrant)

​

​

Date: July 19, 2024

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​

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By:

/s/ Lindsay A. Rosenwald, M.D.

 

 

Lindsay A. Rosenwald, M.D.

 

 

Chairman, President and Chief Executive Officer

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