Fortress Biotech Announces Closing of $11 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
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The completion of Fortress Biotech's registered direct offering is a significant financial event that warrants a closer examination of the company's capital structure and market strategy. By issuing over 3 million shares and equivalent warrants, the company has infused approximately $11 million into its coffers. This capital injection is crucial for a biopharmaceutical firm like Fortress, which typically requires substantial funding for research and development (R&D), clinical trials and potential commercialization efforts.
The offering price of $3.33 per share, with warrants exercisable at $3.21, suggests a strategic pricing approach to entice investment while providing potential upside to investors through the warrants. It's essential to assess how this influx of capital will affect the company's financial health and its ability to fund ongoing projects. Investors should monitor how efficiently Fortress deploys this capital towards its R&D pipeline, as it could significantly impact its future revenue streams and growth prospects.
Fortress Biotech's decision to proceed with a registered direct offering is indicative of the company's strategic positioning within the biopharmaceutical industry. The move to raise capital through this mechanism rather than through traditional public offerings or private placements can be viewed as an attempt to quickly secure funds while possibly avoiding the dilution effects of a larger public offering.
Analyzing the market response to such offerings is crucial, as it reflects investor confidence in the company's value proposition and future prospects. The pricing at-the-market under Nasdaq rules could indicate that Fortress is leveraging its current market standing to attract investors. The response to this offering, including the take-up of warrants, will provide insights into the market's valuation of Fortress's potential for innovation and profitability in the competitive biopharmaceutical landscape.
In the realm of securities law, the mechanics of a registered direct offering like that of Fortress Biotech are of particular interest. The use of a Form S-3 registration statement, effective as of July 30, 2021, denotes that the company is in compliance with SEC filing requirements for offerings of this nature. This form is typically utilized by companies that meet certain reporting requirements, indicating a level of operational maturity and regulatory adherence.
Prospective and current investors should be aware of the legal framework governing such offerings, including the rights and obligations associated with the warrants. The fact that the warrants are immediately exercisable and come with a five-year expiration period provides a window into the company's long-term strategic financing plans. Understanding the legal intricacies of these instruments can help investors better assess the potential risks and protections associated with their investment.
MIAMI, Jan. 03, 2024 (GLOBE NEWSWIRE) -- 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 the closing of its previously announced registered direct offering. The company issued 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
The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses, were approximately
Roth Capital Partners acted as exclusive placement agent for the offering.
The securities described above were offered in the registered direct offering 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 securities were offered in the registered direct offering 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 were filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, 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 Biotech
Fortress 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 Statements
This 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 use of proceeds; 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 Jaffe
Fortress Biotech, Inc.
(781) 652-4500
ir@fortressbiotech.com
Media Relations Contact:
Tony Plohoros
6 Degrees
(908) 591-2839
tplohoros@6degreespr.com
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