Fortress Biotech Inc

S-11 tm2425082d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on September 27, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORTRESS BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Lindsay A. Rosenwald, M.D. Executive Chairman,

Chief Executive Officer and President 1111 Kane Concourse, Suite 301 Bay Harbor Islands, FL 33154 (781) 652-4500

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Rakesh Gopalan David S. Wolpa Troutman Pepper Hamilton Sanders LLP 301 S College Street, Suite 3400 Charlotte, North Carolina 28202 (704) 916-2374

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and the selling stockholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer for sale is not permitted.

Subject To Completion, Dated September 27, 2024

PROSPECTUS

6,189,786 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders (the “Selling Stockholders”) identified in this prospectus under the section “The Selling Stockholders,” or their pledgees, donees, transferees or other successors in interest, from time to time, of (i) up to 506,390 shares of our common stock, par value $0.001 per share (“Common Stock”), issuable upon exercise of the warrants (the “2024 Warrant Shares”) granted to Oaktree Fund Administration, LLC (“Oaktree”) and certain of its affiliates (the “2024 Selling Stockholders”), pursuant to the senior secured credit agreement dated as of July 25, 2024 (the “2024 Credit Agreement”) by and between Fortress Biotech, Inc. (the “Company”), Oaktree, as administrative agent and the lenders from time to time party thereto (ii) up to 14,450 shares of Common Stock (the “2020 Warrant Shares”) the resale of which is now registrable as a result of the anti-dilution mechanism of the warrants granted to certain of the Selling Stockholders (the “2020 Selling Stockholders”) pursuant to the senior secured credit agreement dated as of August 27, 2020 (the “2020 Credit Agreement”) by and between the Company, Oaktree, as administrative agent and the lenders from time to time party thereto; (iii) up to 202,834 shares of Common Stock (the “Harley Shares”) issuable upon exercise of the warrants granted to certain affiliates of Harley Capital, LLC (the “Harley Selling Stockholders”) pursuant to the terms of the letter agreement dated December 8, 2022 by and among Harley Capital, LLC (“Harley”), Urica Therapeutics, Inc. (“Urica”), a controlled subsidiary of the Company, and the Company; (iv) up to 4,702,753 shares of Common Stock (the “PIPE Warrant Shares”) issuable upon exercise of the warrants sold to certain Selling Stockholders (the “PIPE Selling Stockholders”) pursuant to the terms of certain purchase agreements, each dated September 19, 2024, by and among the PIPE Selling Stockholders and the Company (the “PIPE Purchase Agreements” and each a “PIPE Purchase Agreement”); and (v) 763,359 shares of Common Stock (the “Chairman Shares”) issued to Lindsay A. Rosenwald, M.D., our Chairman, President and Chief Executive Officer (the “Chairman”), pursuant to a PIPE Purchase Agreement. We are registering the offer, sale and resale, from time to time, of the 2024 Warrant Shares, the 2020 Warrant Shares, the Harley Shares, the PIPE Warrant Shares and the Chairman Shares (collectively, the “Resale Shares”) on behalf of the Selling Stockholders.

The Selling Stockholders may resell or dispose of the Resale Shares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in the section of this prospectus titled “Plan of Distribution”. The Selling Stockholders will each bear their respective commissions and discounts, if any, attributable to the sale or disposition of the Resale Shares, or interests therein, held by such Selling Stockholder. We will bear all costs, expenses and fees in connection with the registration of the resale of the Resale Shares. We will not receive any of the proceeds from the sale of the Resale Shares by the Selling Stockholders.

Our Common Stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “FBIO.” On September 25, 2024, the last reported sale price of our Common Stock was $1.41 per share. You are urged to obtain current market quotations for our Common Stock.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 4 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2024

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