Filed Pursuant to Rule 424(b)(5)
Registration No. 333-279516
PROSPECTUS
$50,000,000
Common Stock
Preferred Stock
Warrants
Debt Securities
Units
The following are types of securities that we
may offer, issue and sell from time to time, together or separately:
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shares of our common stock; |
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shares of our preferred stock; |
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warrants; |
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debt securities; and |
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units consisting of any combination of our common stock, preferred stock, warrants or debt securities. |
We may offer these securities in amounts, at prices,
and on terms determined at the time of offering, up to an aggregate amount of $50 million; however, as of the date of this prospectus,
under the limitations described below, we are currently only eligible to sell approximately $9.9 million of securities. We may sell these
securities directly to you through agents we select or through underwriters and dealers we select. If we use agents, underwriters or dealers
to sell these securities, we will name them and describe their compensation in a prospectus supplement. See “Plan of Distribution.”
You should read this prospectus and any prospectus supplement carefully before you invest.
This prospectus provides a general description
of the securities we may offer. Each time we sell securities, we will provide specific terms of the securities offered in a supplement
to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement carefully, together with additional information described under the heading “Where
You Can Find More Information,” before you invest in any securities. This prospectus may not be used to consummate a sale of
securities unless accompanied by the applicable prospectus supplement.
Our common stock is traded on The Nasdaq Capital
Market under the symbol “FBIO.” On May 29, 2024, the per share closing price of our common stock as reported on The Nasdaq
Capital Market was $1.82 per share. Our 9.375% Series A Perpetual Preferred Stock is listed for trading on the Nasdaq Capital Market
under the symbol “FBIOP.”
The aggregate market value of our outstanding
common stock held by non-affiliates is approximately $33,119,478, which was calculated in accordance with General Instruction I.B.6 of
Form S-3, based on 19,916,124 shares of common stock outstanding as of May 13, 2024, of which 4,653,692 shares are held by non-affiliates,
at the closing share price of $2.17 on March 27, 2024, which was the highest closing price of our common stock reported on the The
Nasdaq Capital Market within the last 60 days prior to the date of this filing.
In this prospectus we are offering up to $50 million
of securities; however, pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the
securities described in this prospectus in a primary public offering with a value exceeding more than one-third of the aggregate market
value of our common stock held by non-affiliates in the twelve month period prior to the date of the sale of any such securities, so long
as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75.0 million. As of the date of this
prospectus, under such rules and including our prior sales within the twelve-month period, we are only eligible to sell up to approximately
$9.9 million, of securities, until our circumstances, as described, change.
Investing in our securities involves a high
degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained
in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that
are incorporated by reference into this prospectus as described on page 7 of this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May 30, 2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In this prospectus, unless
the context suggests otherwise, references to “Fortress Biotech,” “Fortress,” the “Company,” “we,”
“us” and “our” refer to Fortress Biotech, Inc.
This prospectus is part of
a “shelf” registration statement that we filed with the Securities and Exchange Commission. By using a shelf registration
statement, we may sell our securities, as described in this prospectus, from time to time in one or more offerings. This prospectus provides
you with a general description of the securities offered by us. Each time we sell securities, we will provide a prospectus supplement
to this prospectus that contains specific information about the terms of such offering. The prospectus or prospectus supplement may also
add, update or change information contained in this prospectus.
You should rely only on the
information contained or incorporated by reference in this prospectus and any prospectus supplement or issuer free writing prospectus
relating to a particular offering. No person has been authorized to give any information or make any representations in connection with
this offering other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement and any
related issuer free writing prospectus in connection with the offering described herein and therein, and, if given or made, such information
or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement nor
any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered securities in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus does not contain all
of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should
refer to the registration statement, including its exhibits. You should read the entire prospectus and any prospectus supplement and any
related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement
or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus
supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information
contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date
subsequent to the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE
A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
PROSPECTUS SUMMARY
This summary highlights selected information
from this prospectus and does not contain all of the information that may be important to you in making an investment decision. This summary
is qualified in its entirety by the more detailed information included elsewhere in this prospectus and/or incorporated by reference herein.
Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the
information in our filings with the Securities and Exchange Commission (“SEC”) incorporated by reference into this prospectus.
Our Business
Overview
Fortress
Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company focused on acquiring and advancing
assets to enhance long-term value for shareholders through product revenue, equity holding and dividend and royalty revenue streams. Fortress
works in concert with its extensive network of key opinion leaders to identify and evaluate promising products and product candidates
for potential acquisition. We have executed arrangements in partnership with some of the world’s foremost universities, research
institutes and pharmaceutical companies, including City of Hope National Medical Center, Fred Hutchinson Cancer Center, Dana-Farber Cancer
Institute, Nationwide Children’s Hospital, Cincinnati Children’s Hospital Medical Center, Columbia University, the University
of Pennsylvania, AstraZeneca plc., and Dr. Reddy’s Laboratories, Ltd.
Business Strategy
Following the exclusive license
or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific,
regulatory, legal and financial expertise to help the partners achieve their goals. Partner companies then assess a broad range of strategic
arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships,
out-licensings, and public and private financings. To date, four partner companies are publicly-traded, and three have consummated strategic
partnerships with industry leaders AstraZeneca plc, as successor-in-interest to Alexion Pharmaceuticals, Inc. (“AstraZeneca”),
and Sentynl Therapeutics, Inc. (“Sentynl”).
Our subsidiary and partner
companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates are: Avenue Therapeutics
(Nasdaq: ATXI, “Avenue”), Baergic Bio, Inc. (“Baergic”, a subsidiary of Avenue), Cellvation, Inc. (“Cellvation”),
Checkpoint Therapeutics, Inc. (Nasdaq: CKPT, “Checkpoint”), Cyprium Therapeutics, Inc. (“Cyprium”),
Helocyte, Inc. (“Helocyte”), Journey Medical Corporation (Nasdaq: DERM, “Journey” or “JMC”),
Mustang Bio, Inc. (Nasdaq: MBIO, “Mustang”), Oncogenuity, Inc. (“Oncogenuity”) and Urica Therapeutics, Inc.
(“Urica”).
Corporate Information
Our principal executive offices
are located at 1111 Kane Concourse Suite 301 Bay Harbor Islands, FL 33154, and our telephone number is 781-652-4500. We maintain
a website on the Internet at www.fortressbiotech.com and our e-mail address is info@fortressbiotech.com. Our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections
13(a) and 15(d) of the Exchange Act are available, free of charge, under the Investor Relations tab of our website as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC also maintains an Internet
website located at www.sec.gov that contains the information we file or furnish electronically with the SEC. Information found on, or
accessible through, our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of
this prospectus.
RISK FACTORS
An investment in our securities
involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the
risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully
consider the specific factors discussed under the heading “Risk Factors” in the applicable prospectus supplement, together
with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by
reference in this prospectus. Each of the referenced risks and uncertainties could adversely affect our business, operating results and
financial condition, as well as adversely affect the value of an investment in our securities.
FORWARD-LOOKING STATEMENTS
This prospectus contains predictive
or “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of current or historical fact contained in this prospectus, including statements that express our intentions, plans,
objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events
or conditions are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,”
“will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify
forward-looking statements.
These statements are based
on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting
our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that
could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from:
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our growth strategy; |
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financing and strategic agreements and relationships; |
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our need for substantial additional funds and uncertainties relating to financings; |
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our ability to identify, acquire, close and integrate product candidates successfully and on a timely basis; |
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our ability to attract, integrate and retain key personnel; |
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the early stage of products under development; |
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the results of research and development activities; |
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uncertainties relating to preclinical and clinical testing; |
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our ability to obtain regulatory approval for products under development; |
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our ability to successfully commercialize products for which we receive regulatory approval; |
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the ability to secure and maintain third-party manufacturing, marketing and distribution of our and our partner companies’ products and product candidates; |
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government regulation; |
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patent and intellectual property matters; and |
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competition. |
Any forward-looking statements
speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements
to reflect events or circumstances that may arise after the date of this prospectus, except as required by applicable law. Investors should
evaluate any statements made by us in light of these important factors. We qualify all of our forward-looking statements by these cautionary
statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
USE OF PROCEEDS
Unless otherwise indicated
in the prospectus supplement, the net proceeds from the sale of securities offered by this prospectus will be used for general corporate
purposes and working capital requirements, which may include, among other things, the advancement of our product candidates to obtain
regulatory approval from the FDA, and in the event of FDA approval of our product candidates, towards the milestone payments due to our
licensor and supplier upon FDA approval of our product candidates. We have not determined the amounts we plan to spend on the areas listed
above or the timing of these expenditures, and we have no current plans with respect to acquisitions as of the date of this prospectus.
As a result, unless otherwise indicated in the prospectus supplement, our management will have broad discretion to allocate the net proceeds
of the offerings. Pending their ultimate use, we intend to invest the net proceeds in a variety of securities, including commercial paper,
government and non-government debt securities and/or money market funds that invest in such securities.
DESCRIPTION OF SECURITIES WE MAY OFFER
The descriptions of the securities
contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of
the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities
the particular terms of the securities offered by that prospectus supplement. If indicated in the applicable prospectus supplement, the
terms of the securities may differ from the terms we have summarized below. We will also include information in the prospectus supplement,
where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange,
if any, on which the securities will be listed. This prospectus may not be used to consummate a sale of securities unless it is
accompanied by a prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
The following description
summarizes the material terms of our capital stock as of the date of this prospectus. Because it is only a summary, it does not contain
all the information that may be important to you. For a complete description of our capital stock, you should refer to our Amended and
Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), and our Third Amended and Restated Bylaws
(“Bylaws”), and to the provisions of applicable Delaware law.
Our authorized capital stock
consists of 200,000,000 shares of $0.001 par value common stock (“Common Stock”) and 15,000,000 shares of preferred stock,
with $0.001 par value, of which 5,000,000 have been designated as 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock
(the “Series A Preferred Stock”) and the remainder of which are undesignated preferred stock.
As of May 13, 2024, there
were 19,916,124 shares of our Common Stock outstanding and 3,427,138 shares of our Series A Preferred Stock are issued and outstanding.
Common Stock
The Company’s certificate
of incorporation, as amended, authorizes the Company to issue up to 200,000,000 shares of Common Stock. Our Common Stock is traded on
The Nasdaq Capital Market under the symbol “FBIO.”
The terms, rights, preference
and privileges of the Common Stock are as follows:
Voting Rights
Each holder of Common Stock
is entitled to one vote per share of Common Stock held on all matters submitted to a vote of the stockholders, including the election
of directors. The Company’s certificate of incorporation and bylaws do not provide for cumulative voting rights.
Dividends
Subject to preferences that
may be applicable to any then-outstanding preferred stock, the holders of the Company’s outstanding shares of Common Stock are entitled
to receive dividends, if any, as may be declared from time to time by the Company’s Board of Directors out of legally available
funds.
Liquidation
In the event of the Company’s
liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available
for distribution to stockholders after the payment of all of the Company’s debts and other liabilities, subject to the satisfaction
of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Rights and Preference
Holders of the Company’s
Common Stock have no preemptive, conversion or subscription rights, and there is no redemption or sinking fund provisions applicable to
our Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of the Company’s preferred stock that are or may be issued.
Fully Paid and Nonassessable
All of the Company’s
outstanding shares of Common Stock are fully paid and nonassessable.
Anti-Takeover Effects
of Various Provisions of Delaware Law and Fortress Biotech’s Certificate of Incorporation and Bylaws
Provisions
of the General Corporation Law of the State of Delaware (“DGCL”) and our Certificate of Incorporation and Bylaws could make
it more difficult to acquire Fortress Biotech by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers
and directors. These provisions, including those summarized below, may encourage certain types of coercive takeover practices and takeover
bids.
Delaware
Anti-Takeover Statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years following
the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a
stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes
a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested
stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of
interested stockholder status did own) 15% or more of a corporation’s voting stock. However, our Certificate of Incorporation provides
that we are not subject to the anti-takeover provisions of Section 203 of the DGCL.
Removal.
Subject to the rights of any holders of any outstanding series of our preferred stock, stockholders may remove our directors with or without
cause, by a vote of the stockholders. Removal will require the affirmative vote of holders of a majority of our voting stock.
Size
of Board and Vacancies. Our Bylaws provide that the number of directors be fixed exclusively by the board of directors.
Any vacancies may only be filled by a majority of the remaining directors, even if less than a quorum is present, or by a sole remaining
director. Any director appointed to fill a vacancy on our board of directors will be appointed until the next annual meeting and until
his or her successor has been elected and qualified.
Requirements
for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures
with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the
direction of its board of directors or a committee of our board of directors.
Undesignated
Preferred Stock. Our board of directors is authorized to issue up to 15,000,000 shares of preferred stock without
additional stockholder approval, which preferred stock could have voting rights or conversion rights that, if exercised, could adversely
affect the voting power of the holders of Common Stock. The issuance of shares of preferred stock may have the effect of delaying, deferring
or preventing a change in control of the Company without any action by the Company’s stockholders.
Limitation on Liability of Directors and Indemnification
of Directors and Officers
Elimination
of Liability of Directors. The DGCL authorizes corporations to limit or eliminate the personal liability of directors
to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and our Certificate
of Incorporation includes such an exculpation provision. Our Certificate of Incorporation provides that, to the fullest extent permitted
by the DGCL, no director will be personally liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (i) for any breach of the director’s duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any
improper personal benefit. While our Certificate of Incorporation provides directors with protection from awards for monetary damages
for breaches of their duty of care, it does not eliminate this duty. Accordingly, our Certificate of Incorporation has no effect on the
availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care.
The provisions apply to an officer of Fortress Biotech only if he or she is a director of Fortress Biotech and is acting in his or her
capacity as director, and do not apply to officers of Fortress Biotech who are not directors.
Indemnification
of Directors, Officers and Employees. Our Bylaws require us to indemnify any person who was or is a party or is threatened
to be made a party to, or was otherwise involved in, a legal proceeding by reason of the fact that he or she is or was a director, officer
or employee or agent of Fortress Biotech or, while a director, officer or employee of Fortress Biotech, or is or was serving at the request
of Fortress Biotech as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Fortress Biotech and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, would not, of itself, create a presumption that the person did not act
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of Fortress Biotech and,
with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. We are authorized
under our Bylaws to carry directors’ and officers’ insurance protecting us, any director, officer or employee or agent of
ours or, against any expense, liability or loss, whether or not we have the power to indemnify the person under the DGCL. We may, to the
extent authorized from time to time, indemnify any of our agents to the fullest extent permitted with respect to directors, officers and
employees in our Bylaws.
The
limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from
bringing a lawsuit against our directors for breach of fiduciary duty. These provisions also may reduce the likelihood of derivative litigation
against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. By its
terms, the indemnification provided for in our Bylaws is not exclusive of any other rights that the indemnified party may be or become
entitled to under any law, agreement, vote of stockholders or directors, provisions of our Certificate of Incorporation or Bylaws or otherwise.
Any amendment, alteration or repeal of our Bylaws’ indemnification provisions is, by the terms of our Bylaws, prospective only and
will not adversely affect the rights of any indemnity in effect at the time of any act or omission occurring prior to such amendment,
alteration or repeal.
DESCRIPTION OF PREFERRED STOCK
Series A Preferred Stock
On October 26, 2017,
the Company designated 5,000,000 shares of preferred stock as Series A Cumulative Redeemable Perpetual Preferred Stock, or Series A
Preferred Stock. The Company currently has 15,000,000 authorized shares of preferred stock. As of May 13, 2024, there were 3,427,138
shares of our Series A Preferred Stock outstanding. Our Series A Preferred Stock is traded on The Nasdaq Capital Market under
the symbol “FBIOP.” The last reported sale price of our Series A Preferred Stock on May 15, 2024 was $15.92 per
share.
Voting Rights
Except as may be otherwise
required by law, the voting rights of the holders of the Series A Preferred Stock are limited to the affirmative vote or consent
of the holders of at least two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock outstanding
at the time in connection with the: (1) authorization or creation, or increase in the authorized or issued amount of, any class or
series of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up or reclassification of any of the Company’s authorized capital stock into such
shares, or creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase any
such shares; or (2) amendment, alteration, repeal or replacement of the Company’s certificate of incorporation, including by
way of a merger, consolidation or otherwise in which the Company may or may not be the surviving entity, so as to materially and adversely
affect and deprive holders of Series A Preferred Stock of any right, preference, privilege or voting power of the Series A Preferred
Stock.
Dividends
Dividends on Series A
Preferred Stock accrue daily and will be cumulative from, and including, the date of original issue and shall be payable monthly at the
rate of 9.375% per annum of its liquidation preference, which is equivalent to $2.34375 per annum per share. The first dividend on Series A
Preferred Stock sold in the offering was payable on December 31, 2017 (in the amount of $0.299479 per share) to the holders of record
of the Series A Preferred Stock at the close of business on December 15, 2017 and thereafter for each subsequent quarter in
the amount of $0.5839375 per share. The Company paid $8.03 million in dividends in each of the years ended December 31, 2023 and
2022.
No Maturity Date or Mandatory Redemption
The Series A Preferred
Stock has no maturity date, and the Company is not required to redeem the Series A Preferred Stock. Accordingly, the Series A
Preferred Stock will remain outstanding indefinitely unless the Company decides to redeem it pursuant to its optional redemption right
or its special optional redemption right in connection with a Change of Control (as defined below), or under the circumstances set forth
below under “ – Limited Conversion Rights Upon a Change of Control” and elect to convert such Series A Preferred
Stock. The Company is not required to set aside funds to redeem the Series A Preferred Stock.
Optional Redemption
Since December 15, 2022,
the Series A Preferred Stock has been redeemable in whole or in part (at the Company’s option) any time on or after December 15,
2022, upon not less than 30 days nor more than 60 days’ written notice by mail prior to the date fixed for redemption thereof, for
cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption
date.
Special Optional Redemption
Upon the occurrence a Change
of Control (as defined below), the Company may redeem the shares of Series A Preferred Stock, at its option, in whole or in part,
within one hundred twenty (120) days of any such Change of Control, for cash at $25.00 per share, plus accumulated and unpaid dividends
(whether or not declared) to, but excluding, the redemption date. If, prior to the Change of Control conversion date, the Company has
provided notice of its election to redeem some or all of the shares of Series A Preferred Stock (whether pursuant to the Company’s
optional redemption right described above under “Optional Redemption” or this special optional redemption right), the
holders of shares of Series A Preferred Stock will not have the Change of Control conversion right with respect to the shares of
Series A Preferred Stock called for redemption. If the Company elects to redeem any shares of the Series A Preferred Stock as
described in this paragraph, the Company may use any available cash to pay the redemption price.
A “Change of Control”
is deemed to occur when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing:
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the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Company’s stock entitling that person to exercise more than 50% of the total voting power of all the Company’s stock entitled to vote generally in the election of the Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and |
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following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity has a class of common equity securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE American LLC or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American LLC or the Nasdaq Stock Market. |
Conversion, Exchange and Preemptive Rights
Except as described below
under “– Limited Conversion Rights upon a Change of Control,” the Series A Preferred Stock is not subject
to preemptive rights or convertible into or exchangeable for any other securities or property at the option of the holder.
Limited Conversion Rights upon a Change of
Control
Upon the occurrence of a Change
of Control, each holder of shares of Series A Preferred Stock will have the right (unless, prior to the Change of Control Conversion
Date, the Company has provided or provides irrevocable notice of its election to redeem the Series A Preferred Stock as described
above under “– Optional Redemption,” or “– Special Optional Redemption”) to convert
some or all of the shares of Series A Preferred Stock held by such holder on the Change of Control Conversion Date, into the Common
Stock Conversion Consideration, which is equal to the lesser of:
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the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock plus the amount of any accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series A Preferred Stock dividend payment and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (such quotient, the “Conversion Rate”); and |
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0.87032 shares of Common Stock, subject to certain adjustments. |
In the case of a Change of
Control pursuant to which the Common Stock will be converted into cash, securities or other property or assets, a holder of Series A
Preferred Stock will receive upon conversion of such Series A Preferred Stock the kind and amount of Alternative Form Consideration
which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common
Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control.
Notwithstanding the foregoing,
the holders of shares of Series A Preferred Stock will not have the Change of Control Conversion Right if the acquiror has shares
listed or quoted on the NYSE, the NYSE American LLC or Nasdaq Stock Market or listed or quoted on an exchange or quotation system that
is a successor to the NYSE, the NYSE American LLC or Nasdaq Stock Market, and the Series A Preferred Stock becomes convertible into
or exchangeable for such acquiror’s listed shares upon a subsequent Change of Control of the acquiror.
Liquidation Preference
In the event the Company liquidates,
dissolves or is wound up, holders of the Series A Preferred Stock will have the right to receive $25.00 per share, plus any accumulated
and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the Common Stock.
Ranking
The Series A Preferred
Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation,
dissolution or winding up, (1) senior to all classes or series of the Common Stock and to all other equity securities issued by the
Company other than equity securities referred to in clauses (2) and (3); (2) on a par with all equity securities issued by the
Company with terms specifically providing that those equity securities rank on a par with the Series A Preferred Stock with respect
to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up;
(3) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior
to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s
liquidation, dissolution or winding up; and (4) junior to all of the Company’s existing and future indebtedness.
Undesignated Preferred Stock
The undesignated preferred
stock may be issued from time to time in one or more series. Our board of directors is authorized to issue any and all of the available
shares of preferred stock in one or more series, and to fix the number of shares and to determine or alter for each series of preferred
stock authorized, the voting powers, preferences, and relative, participating, optional, or other
rights and such qualifications, limitations, or restrictions for each series, as stated in the resolution or resolutions adopted by our
board of directors that provides for the issuance of such shares of preferred stock and as may be permitted by the DGCL. Our board of
directors is also authorized under our certificate of incorporation to increase or decrease the number of shares of any series of preferred
stock after the issuance of shares of that series of preferred stock, but not below the number of shares of such series of preferred stock
then outstanding. If the number of shares of any series of preferred stock is decreased in accordance with the foregoing sentence, the
shares of preferred stock so decreased will return to the status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series of preferred stock.
DESCRIPTION
OF WARRANTS
We may issue warrants to purchase
shares of our Common Stock and/or preferred stock in one or more series together with other securities or separately, as described in
each applicable prospectus supplement.
The prospectus supplement
relating to any warrants we offer will include specific terms relating to the offering. These terms will include some or all of the following:
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the title of the warrants; |
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the aggregate number of warrants offered; |
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the designation, number and terms of the shares of Common Stock or preferred stock purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted; |
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the exercise price of the warrants; |
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the dates or periods during which the warrants are exercisable; |
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the designation and terms of any securities with which the warrants are issued; |
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if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable; |
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if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated; |
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any minimum or maximum amount of warrants that may be exercised at any one time; |
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any terms relating to the modification of the warrants; |
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any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and |
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any other specific terms of the warrants. |
DESCRIPTION
OF DEBT SECURITIES
We may offer debt securities
which may be senior, subordinated or junior subordinated and may be convertible into shares of Common Stock or preferred stock. We will
issue the debt securities offered by this prospectus and any accompanying prospectus supplement under an indenture to be entered into
between us and the trustee identified in the applicable prospectus supplement. The terms of the debt securities will include those stated
in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”) as in effect on the date of the indenture. We have filed a copy of the form of indenture as an exhibit to the registration
statement in which this prospectus is included. The indenture will be subject to and governed by the terms of the Trust Indenture Act.
The following description
briefly sets forth certain general terms and provisions of the debt securities that we may offer. The particular terms of the debt securities
offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will
be described in the related prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities,
reference must be made to both the related prospectus supplement and to the following description.
Debt Securities
The aggregate principal amount
of debt securities that may be issued under an applicable indenture is unlimited, subject only to the aggregate amount of the offering
registered under the registration statement of which this prospectus forms a part. The debt securities may be issued in one or more series
as may be authorized from time to time pursuant to a supplemental indenture entered into between us and the trustee or an order delivered
by us to the trustee. For each series of debt securities we offer, a prospectus supplement accompanying this prospectus will describe
the following terms and conditions of the series of debt securities that we are offering, to the extent applicable:
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title and aggregate principal amount; |
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whether the debt securities will be senior, subordinated or junior subordinated; |
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applicable subordination provisions, if any; |
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provisions regarding whether the debt securities will be convertible or exchangeable into other securities or property of the Company or any other person; |
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percentage or percentages of principal amount at which the debt securities will be issued; |
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maturity date(s); |
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interest rate(s) or the method for determining the interest rate(s); |
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whether interest on the debt securities will be payable in cash or additional debt securities of the same series; |
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dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable; |
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whether the amount of payment of principal of, premium, if any, or interest on the debt securities may be determined with reference to an index, formula or other method; |
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redemption, repurchase or early repayment provisions, including our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; |
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if other than the debt securities’ principal amount, the portion of the principal amount of the debt securities that will be payable upon declaration of acceleration of the maturity; |
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authorized denominations; |
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form; |
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amount of discount or premium, if any, with which the debt securities will be issued, including whether the debt securities will be issued as “original issue discount” securities; |
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the place or places where the principal of, premium, if any, and interest on the debt securities will be payable; |
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· |
where the debt securities may be presented for registration of transfer, exchange or conversion; |
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the place or places where notices and demands to or upon the Company in respect of the debt securities may be made; |
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whether the debt securities will be issued in whole or in part in the form of one or more global securities; |
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if the debt securities will be issued in whole or in part in the form of a book-entry security, the depository or its nominee with respect to the debt securities and the circumstances under which the book-entry security may be registered for transfer or exchange or authenticated and delivered in the name of a person other than the depository or its nominee; |
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whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto; |
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the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities; |
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the guarantors, if any, of the debt securities, and the extent of the guarantees and any additions or changes to permit or facilitate guarantees of such debt securities; |
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· |
any covenants applicable to the particular debt securities being issued; |
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· |
any defaults and events of default applicable to the debt securities, including the remedies available in connection therewith; |
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· |
currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable; |
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time period within which, the manner in which and the terms and conditions upon which the Company or the purchaser of the debt securities can select the payment currency; |
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securities exchange(s) on which the debt securities will be listed, if any; |
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whether any underwriter(s) will act as market maker(s) for the debt securities; |
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extent to which a secondary market for the debt securities is expected to develop; |
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provisions relating to defeasance; |
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provisions relating to satisfaction and discharge of the indenture; |
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any restrictions or conditions on the transferability of the debt securities; |
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· |
provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; |
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any addition or change in the provisions related to compensation and reimbursement of the trustee; |
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· |
provisions, if any, granting special rights to holders upon the occurrence of specified events; |
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whether the debt securities will be secured or unsecured, and, if secured, the terms upon which the debt securities will be secured and any other additions or changes relating to such security; and |
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any other terms of the debt securities that are not inconsistent with the provisions of the Trust Indenture Act (but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities). |
General
One or more series of debt
securities may be sold as “original issue discount” securities. These debt securities would be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One
or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.
United States federal income
tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.
Debt securities may be issued
where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices,
equity indices or other factors. Holders of such debt securities may receive a principal amount or a payment of interest that is greater
than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies,
commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any,
payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and
certain additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.
The term “debt securities”
includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable
currency or units based on or relating to foreign currencies.
We expect most debt securities
to be issued in fully registered form without coupons and in denominations of $2,000 and any integral multiples thereof. Subject to the
limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred
or exchanged at the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or
other governmental charge payable in connection therewith.
Global Securities
The debt securities of a series
may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary
identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form.
Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except
as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary
or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such
successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations
upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
Governing Law
The indenture and the debt
securities will be construed in accordance with and governed by the laws of the State of New York.
DESCRIPTION OF UNITS
We may issue, in one more
series, units comprised of shares of our Common Stock and/or preferred stock, warrants to purchase Common Stock and/or preferred stock,
debt securities or any combination of those securities. Each unit will be issued so that the holder of the unit is also the holder of
each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.
The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately,
at any time or at any time before a specified date.
We may evidence units by unit
certificates that we issue under a separate agreement. We may issue the units under a unit agreement between us and one or more unit agents.
If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent in connection with the units
and will not assume any obligation or relationship of agency or trust for or with any registered holders of units or beneficial owners
of units. We will indicate the name and address and other information regarding the unit agent in the applicable prospectus supplement
relating to a particular series of units if we elect to use a unit agent.
We will describe in the applicable
prospectus supplement the terms of the series of units being offered, including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
|
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any provisions of the governing unit agreement that differ from those described herein; and |
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The other provisions regarding
our Common Stock, preferred stock, warrants and debt securities as described in this section will apply to each unit to the extent such
unit consists of shares of our Common Stock, warrants and/or debt securities.
PLAN OF DISTRIBUTION
We may sell the securities
covered in this prospectus in one or more of the following ways:
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· |
through underwriters or dealers; |
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· |
in short or long transactions; |
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· |
directly to a limited number of purchasers or to a single purchaser; |
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· |
through agents, including via an at-the-market program; or |
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through a combination of any of these methods of sale. |
Each time that we use this
prospectus to sell securities, we will also provide a prospectus supplement that contains the specific terms of the offering. The prospectus
supplement will set forth the terms of the offering of the securities, including:
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· |
the name or names of any underwriters, dealers or agents and the amounts of any securities underwritten or purchased by each of them; and |
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· |
the purchase price of the securities being offered and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers. |
Any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If underwriters are used in
the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the
time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters,
or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions
precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of securities. Only underwriters
named in the applicable prospectus supplement shall be underwriters of the securities offered thereby.
We may sell the securities
through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any
commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
We may authorize underwriters,
dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified applicable date in
the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we pay for solicitation of these contracts.
Agents and underwriters may
be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended
(“Securities Act”), or to contribution with respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary
course of business.
We may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities
pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities and may use
securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party
in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).
We may also use underwriters or such other third parties with whom we have a material relationship. We will describe the nature of any
such relationship in the applicable prospectus supplement.
At-the-Market Offerings
Upon written instruction from
us, after entering into a distribution agency agreement with us, a sales agent may use its commercially reasonable efforts to sell on
our behalf, as our agent, the shares of Common Stock offered as agreed upon by us and the sales agent. We will designate the maximum amount
of shares of Common Stock to be sold through the sales agent, on a daily basis or otherwise as we and the sales agent agree. Subject to
the terms and conditions of the applicable distribution agency agreement, the sales agent will use its commercially reasonable efforts
to sell, as our sales agent and on our behalf, all of the designated shares of Common Stock. We may instruct the sales agent not to sell
shares of Common Stock if the sales cannot be effected at or above the price designated by us in any such instruction. We may suspend
the offering of shares of Common Stock under any distribution agency agreement by notifying the sales agent. Likewise, the sales agent
may suspend the offering of shares of Common Stock under the applicable distribution agency agreement by notifying us of such suspension.
We also may sell shares to
the sales agent as principal for its own account at a price agreed upon at the time of sale. If we sell shares to the sales agent as principal,
we will enter into a separate agreement setting forth the terms of such transaction or such sales may be provided for in the distribution
agreement described above.
It is contemplated that the
distribution agreements entered into with sales agents will allow such sales agents to make sales in privately negotiated transactions
and/or under any other method permitted by law, including sales deemed to be an "at-the-market" offering as defined in Rule 415
promulgated under the Securities Act, sales made directly on The Nasdaq Capital Market, the existing trading market for our Common Stock,
or sales made to or through a market maker other than on an exchange. The name of any such underwriter or agent involved in the offer
and sale of our Common Stock, the amounts underwritten, and the nature of its obligations to take our Common Stock will be described in
the applicable prospectus supplement.
LEGAL MATTERS
The validity of the securities
being offered hereby will be passed upon for us by Troutman Pepper Hamilton Sanders LLP. If legal matters in connection with offerings
made pursuant to this prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel will be named in
the prospectus supplement relating to such offerings.
EXPERTS
The consolidated financial
statements of Fortress Biotech, Inc. as of December 31, 2023 and 2022, and for each of the years in the two-year period ended
December 31, 2023, have been incorporated by reference in this prospectus in reliance on the report of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and upon the authority of said firm as expert in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file reports with
the SEC on an annual basis using Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Additionally,
the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements, and other information that issuers
(including us) file electronically with the SEC. The SEC's website address is http://www.sec.gov. You can also obtain copies
of materials we file with the SEC from our Internet website found at www.fortressbiotech.com. Our stock is quoted on The Nasdaq
Capital Market under the symbol “FBIO”. We have not incorporated by reference into this prospectus the information on our
website, and you should not consider it to be a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it which means that we can disclose important information to you by referring you to
those documents instead of having to repeat the information in this prospectus and any supplements to this prospectus. The information
incorporated by reference is considered to be part of this prospectus and any supplements to this prospectus, and later information that
we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents
listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after
the date of the initial registration statement, as amended, and prior to effectiveness of the registration statement, and (2) after
the date of this prospectus and prior to the termination of this offering. Such information will automatically update and supersede the
information contained in this prospectus and the documents listed below; provided, however, that we are not, unless specifically indicated,
incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K, whether listed
below or filed in the future, or related exhibits furnished pursuant to Item 9.01 of Form 8-K:
|
c) |
Our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2024, filed with the SEC May 15, 2024; |
|
e) |
The description of our Common Stock included in our registration statements on Form 8-A12B, filed with the SEC on December 7, 2011 and November 7, 2017, and any amendment or report filed for the purpose of further updating such descriptions. |
All reports and other
documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to
and after the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC,
will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such
reports and documents. A statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or
in any other subsequently filed document which is also incorporated in this prospectus modifies or replaces such statement. Any statements
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We will furnish
without charge to any person (including any beneficial owner) a copy of any or all of the documents incorporated by reference, including
exhibits to these documents, upon written or oral request. Direct your request to: Corporate Secretary, Fortress Biotech, Inc., 1111
Kane Concourse, Suite 301, Bay Harbor Islands Florida 33154, or (781) 652-4500.
$50,000,000
Fortress Biotech, Inc.
Common Stock
Preferred Stock
Warrants
Debt Securities
Units
PROSPECTUS
May 30,
2024
Fortress Biotech (NASDAQ:FBIOP)
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부터 8월(8) 2024 으로 9월(9) 2024
Fortress Biotech (NASDAQ:FBIOP)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024