SEC Company Response from Fortress Biotech, Inc. (FBIO, FBIOP) (CIK 0001429260) (FBIO) — Apr 28, 2020
Fortress Biotech, Inc. (FBIO, FBIOP) (CIK 0001429260)
Date: April 28, 2020 · CIK: 0001429260 · Accession: 0001104659-20-052637
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35366
Referenced dates: April 24, 2020
Letter
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
Mark F. McElreath Direct Dial: 212-210-9595 Email: mark.mcelreath@alston.com
April 28, 2020
Mr. Jeffrey Gabor and Ms. Celeste Murphy
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Fortress Biotech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2020
File No. 001-35366
Mr. Gabor and Ms. Murphy:
At the request and on behalf of our client, Fortress Bio, Inc., a Delaware corporation (the “Company”), we hereby submit the following response to the comment of the Staff of the Securities and Exchange Commission (the “Commission”) received by letter dated April 24, 2020, relating to the Company’s Preliminary Proxy Statement on Schedule 14A, which was filed on April 17, 2020 (the “Preliminary Proxy Statement”). The response set forth in this letter has been prepared by the Company with our assistance.
We have filed a Definitive Proxy Statement along with this letter (the “Definitive Proxy Statement”), which addresses the Commission’s comment in its April 24, 2020 letter. A marked copy showing the changes made in the Definitive Proxy Statement as compared to the Preliminary Proxy Statement can be made available for your review upon your request.
Alston & Bird LLP www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.
April 28, 2020
Page 2
Preliminary Proxy Statement on Schedule 14A filed April 17,
General
Comment:
1. Please revise your disclosure to address the effects of the proposed increase in the number of authorized common shares, including the potential dilutive and anti-takeover effects. Please also revise your disclosure to address the effects of the dividend payment date change for the Company's 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock from quarterly to monthly.
Response:
1. As requested, the Definitive Proxy Statement includes (i) expanded disclosure regarding the potential effects of the proposed increase in the number of authorized common shares, including the potential dilutive and anti-takeover effects and (ii) expanded disclosure regarding the potential effects of the Company's proposed change to the dividend payment frequency of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock.
Please let us know if you have any further comments or questions.
Sincerely,
/s/ Mark F. McElreath
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90 Park Avenue
New York,
NY 10016
212-210-9400
| Fax: 212-210-9444
Mark
F. McElreath
Direct
Dial: 212-210-9595
Email: mark.mcelreath@alston.com
April 28, 2020
Mr. Jeffrey Gabor and Ms. Celeste Murphy
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Fortress Biotech, Inc.
Preliminary Proxy Statement on Schedule
14A
Filed April 17, 2020
File No. 001-35366
Mr. Gabor and Ms. Murphy:
At the request and
on behalf of our client, Fortress Bio, Inc., a Delaware corporation (the “Company”), we hereby submit
the following response to the comment of the Staff of the Securities and Exchange Commission (the “Commission”)
received by letter dated April 24, 2020, relating to the Company’s Preliminary Proxy Statement on Schedule 14A, which was
filed on April 17, 2020 (the “Preliminary Proxy Statement”). The response set forth in this letter has
been prepared by the Company with our assistance.
We have filed a Definitive
Proxy Statement along with this letter (the “Definitive Proxy Statement”), which addresses the Commission’s
comment in its April 24, 2020 letter. A marked copy showing the changes made in the Definitive Proxy Statement as compared to
the Preliminary Proxy Statement can be made available for your review upon your request.
Alston & Bird LLP
www.alston.com
Atlanta | Beijing | Brussels | Charlotte | Dallas
| London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.
April 28, 2020
Page 2
Preliminary Proxy Statement on Schedule 14A filed April 17,
2020
General
Comment:
1. Please revise your disclosure to address the effects
of the proposed increase in the number of authorized common shares, including the potential dilutive and anti-takeover effects. Please
also revise your disclosure to address the effects of the dividend payment date change for the Company's 9.375% Series A Cumulative
Redeemable Perpetual Preferred Stock from quarterly to monthly.
Response:
1. As requested, the Definitive Proxy Statement includes
(i) expanded disclosure regarding the potential effects of the proposed increase in the number of authorized common shares, including
the potential dilutive and anti-takeover effects and (ii) expanded disclosure regarding the potential effects of the Company's
proposed change to the dividend payment frequency of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock.
Please let us know if you have any further comments or questions.
Sincerely,
/s/ Mark F. McElreath
Mark F. McElreath
Partner