Fortress Biotech (FBIO) Prices 3.94M Sharee Offering at $1.65/sh

Fortress Biotech, Inc. (Nasdaq: FBIO) today announced that on September 19, 2024 it entered into securities purchase agreements with healthcare focused institutional investors for the issuance and sale of 3,939,394 shares of its common stock (or pre-funded warrants in lieu thereof) in a registered direct offering at a purchase price of $1.65 per share. In a concurrent private placement, the Company also agreed to issue to the same investors warrants to purchase up to 3,939,394 shares of common stock. The private placement warrants have an exercise price of $1.84 per share, will be exercisable commencing six months from the date of issuance, and will expire five and one-half years following the date of issuance.

In a separate concurrent private placement, the Chairman, CEO, and President of the Company (the “Insider”) purchased 763,359 shares of common stock at a price of $1.84 per share, which represents the consolidated closing bid price on September 19, 2024, and warrants to purchase up to 763,359 shares of common stock. These warrants were purchased at a price of $0.125 per warrant, have an exercise price of $1.84 per share, will be exercisable commencing six months from the date of issuance, and will expire five and one-half years following the date of issuance.

The gross proceeds from the offerings, before deducting the placement agent's fees and other offering expenses, are expected to be approximately $8 million. Fortress expects to use the net proceeds from the offerings 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.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offerings. The offerings are expected to close on or about September 23, 2024, subject to the satisfaction of customary closing conditions.

The common stock offered to the healthcare focused institutional investors described above are being offered pursuant to a registration statement on Form S-3 (File No. 333-279516), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 30, 2024. The offering is being made only by means of a prospectus which is a part of the effective registration statement. The warrants will be issued in a concurrent private placement. 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 A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at [email protected].

The private placement of the common stock offered to the Insider of the Company and the private placement of the warrants and the shares underlying the warrants offered to the healthcare focused institutional investors and the Insider will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placements may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

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.

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