SecProbe.io

CORRESP
 1
 filename1.htm

 Fortress Biotech, Inc.

 1111 Kane Concourse, Suite 301

 Bay Harbor Islands, Florida 33154

 VIA EDGAR

 December 16, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Tim Buchmiller

 Re: Fortress Biotech, Inc.

 Registration
Statement on Form S-1

 File No. 333-292154

 Request for Acceleration
of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Fortress Biotech, Inc. (the " Company ") hereby requests that the Securities
and Exchange Commission (the " Commission ") accelerate the effective date of the above-referenced Registration Statement
on Form S-1 (the " Registration Statement ") so that the Registration Statement will be declared effective as of 4:00
p.m. Eastern time, on December 17, 2025, or as soon as practicable thereafter. The Company hereby authorizes Rakesh Gopalan or David S.
Wolpa, both of whom are attorneys at the Company's outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw
this request for acceleration.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Gopalan at (704) 916-2374 or Mr. Wolpa at (704) 916-2375.

 Thank you for your assistance
in this matter.

 Very truly yours,

 Fortress Biotech, Inc.

 /s/ David Jin

 Name: David Jin

 Title: Chief Financial Officer

 cc (via email):
 Rakesh Gopalan and David Wolpa, Troutman Pepper Locke LLP

October 2, 2024
Lindsay A. Rosenwald
Chief Executive Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, FL 33154
Re:Fortress Biotech, Inc.
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282384
Dear Lindsay A. Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Rakesh Gopalan

CORRESP
1
filename1.htm

Fortress Biotech, Inc.

1111 Kane Concourse, Suite 301

Bay Harbor Islands, Florida 33154

VIA EDGAR

October 2, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Joshua Gorsky

    Re:
    Fortress Biotech, Inc.

    Registration Statement on Form S-1

    File No. 333-282384

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Fortress Biotech, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) so that the Registration Statement will be declared effective
as of 4:00 p.m. Eastern time, on October 7, 2024, or as soon as practicable thereafter. The Company hereby authorizes Rakesh
Gopalan or David S. Wolpa, both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Hamilton Sanders LLP,
to orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Gopalan at (704) 916-2374 or Mr. Wolpa at (704) 916-2375.

Thank you for your assistance
in this matter.

    Very truly yours,

    Fortress Biotech, Inc.

    /s/ David Jin

    Name: David Jin

    Title: Chief Financial Officer

cc (via email):	     Rakesh Gopalan and
David Wolpa, Troutman Pepper Hamilton Sanders LLP

CORRESP
1
filename1.htm

Fortress Biotech, Inc.

1111 Kane Concourse, Suite 301

Bay Harbor Islands, Florida 33154

VIA EDGAR

June 25, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn:   Tyler Howes

    Re:
    Fortress Biotech, Inc.

    Registration
Statement on Form S-3

    File No. 333-280342

    Request for Acceleration of Effective
Date

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Fortress Biotech, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement on Form S-3 (the “Registration Statement”) so that the Registration Statement will be declared effective
as of 4:00 p.m. Eastern time, on June 27, 2024, or as soon as practicable thereafter. The Company hereby authorizes Rakesh Gopalan
or David S. Wolpa, both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Hamilton Sanders LLP, to orally
modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Gopalan at (704) 916-2374 or Mr. Wolpa at (704) 916-2375.

Thank you for your assistance
in this matter.

    Very truly yours,

    Fortress Biotech, Inc.

    /s/ David Jin

    Name: David Jin

    Title: Chief Financial Officer

cc (via email):      Rakesh Gopalan and
David Wolpa, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
June 24, 2024
Lindsay A. Rosenwald
Chief Executive Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, FL 33154
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed June 20, 2024
File No. 333-280342
Dear Lindsay A. Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Wolpa, Esq.

CORRESP
1
filename1.htm

 Fortress Biotech, Inc.

1111 Kane Concourse, Suite 301

Bay Harbor Islands, Florida 33154

VIA EDGAR

May 29, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Lauren Hamill

    Re:

    Fortress Biotech, Inc.

    Registration Statement on Form S-3

File No. 333-279516

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Fortress Biotech, Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
on Form S-3 (the “Registration Statement”) so that the Registration Statement will be declared effective as of 4:00
p.m. Eastern time, on May 30, 2024, or as soon as practicable thereafter. The Company hereby authorizes Rakesh Gopalan or David S. Wolpa,
both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Hamilton Sanders LLP, to orally modify or withdraw
this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Gopalan at (704) 916-2374 or Mr. Wolpa at (704) 916-2375.

Thank you for your assistance
in this matter.

    Very truly yours,

    Fortress Biotech, Inc.

    /s/ David Jin

    Name: David Jin

    Title: Chief Financial Officer

    cc (via email):
    Rakesh Gopalan and David Wolpa, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
May 24, 2024
Lindsay Rosenwald
Chief Executive Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, FL 33154
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed May 17, 2024
File No. 333-279516
Dear Lindsay Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Wolpa

United States securities and exchange commission logo
November 30, 2023
David Jin
Chief Financial Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, Florida 33154
Re:Fortress Biotech, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-35366
Dear David Jin:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

​

October 26, 2023

​

VIA EDGAR

​

Frank Wyman and Li Xiao

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

​

Re:Fortress Biotech, Inc.

Form 10-K for Fiscal Year Ended December 31, 2022

Filed March 31, 2023

Form 8-K furnished May 15, 2023

Form 10-Q for Quarterly Period Ended June 30, 2023

Filed August 14, 2023

File No. 001-35366

​

Frank Wyman and Li Xiao:

We are writing to respond to the comments provided by the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in your letter dated September 27, 2023 (the “Response Letter”), relating to the Fortress Biotech, Inc. (“we”, "Fortress", or the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 31, 2023 (the “Form 10-K”), the Current Report on Form 8-K furnished on May 15, 2023 (the “Form 8-K”), and the Quarterly Report on Form 10-Q for period ended June 30, 2023 filed on August 14, 2023 (the “Form 10-Q”).

​

For ease of review, we have set forth below the numbered comment of the Response Letter in bold type, followed by the Company’s response thereto.

​

​

​

Frank Wyman and Li Xiao

Securities and Exchange Commission

October 26, 2023

Page 2 of 11

​

​

Form 10-K for the Fiscal Year Ended December 31, 2022

​

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Non-Controlling Interests, page F-16

​

 1.

 We acknowledge the information provided in your response to prior comment 1 but continue to have difficulty in understanding your basis for determining the allocation of net losses to the non-controlling interests. Please explain in greater detail how you determine ownership interest and allocate net losses to the non-controlling interests for your partner companies. In this regard, provide examples demonstrating how you determined the non-controlling ownership percentage and associated net loss attributable to non-controlling interests for each of your public partner companies based on publicly reported operating results and ownership percentages for each year, as disclosed on page F-33. Provide revised disclosure to be included in future filings.

​

Response to Comment:

​

The Company acknowledges the Staff’s comment and respectfully advises that the Company’s approach to determining the Company’s ownership interest for the purpose of allocating net losses to non-controlling interests of partner companies is based on the Company’s ownership percentage derived from dividing (a) Fortress-held shares in the partner company (the numerator) by (b) the total shares outstanding in the respective partner company (the denominator).  Fortress-held shares in its partner companies comprises common, and/or Class A common or preferred shares, as issued by the partner company, and are included in the ownership calculation. Common, Class A common, and preferred shares all share the same residual economic interest in the underlying entity. The Class A common and preferred shares, if issued, are convertible at Fortress’ election on a 1:1 basis into common stock (with adjustments for stock splits) and upon conversion would have the same voting rights as the common stock.   Only preferred stock and Class A common stock held by Fortress have majority voting rights, which rights would terminate upon conversion into common stock.

The resulting percentage provides the basis for the Company’s ownership interest for the purpose of calculating non-controlling interests, which is the result of 100% minus the Company’s ownership interest. The calculation and allocation to non-controlling interests is performed on a quarterly basis.  The two primary components of the calculation, (a) and (b), may potentially change on a quarter-by-quarter basis: (a) may vary if Fortress acquires additional shares or disposes of shares in the partner company and (b) may vary if the partner company issues additional shares, including to Fortress. The Company allocates the partner companies’ net loss/income to the non-controlling interest on a quarterly basis, and the calculation of non-controlling ownership interest percentage for the net loss/gain allocation is determined as the average of the prior quarter and the current quarter’s non-controlling ownership interest.

Please see Exhibit A for detail to the calculation of the non-controlling ownership interest of the public partner companies of Fortress. Revised disclosure to be included in future filings will include additional detail as to how the non-controlling ownership percentage is calculated.

​

Frank Wyman and Li Xiao

Securities and Exchange Commission

October 26, 2023

Page 3 of 11

​

Example of disclosure for future filings is set forth below:

Footnote 2. Summary of Significant Accounting Policies

​

Basis of Presentation and Principles of Consolidation

​

The Company’s unaudited condensed consolidated financial statements include the results of the Company’s subsidiaries for which it has voting control but does not own 100% of the outstanding equity of the subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, but retains voting control, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on ownership interests as calculated quarterly for each subsidiary.

​

Non-Controlling Interests

​

The Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on a quarterly calculation of ownership interests for each relevant subsidiary.

​

Subsidiary preferred shares and Class A common shares, if issued, are included in the ownership calculation on a 1:1 basis consistent with how the relevant contractual agreements provide for the allocation and distribution of earnings.  These shares, if issued, are convertible at Fortress’ election on a 1:1 basis into common stock (with adjustments for stock splits, if any) and upon conversion would have the same voting rights as the common stock.  Only preferred stock and Class A common stock held by Fortress have majority voting rights, which rights would terminate upon conversion into common stock.

​

The Company allocates the subsidiaries’ net loss/income to the non-controlling interest on a quarterly basis, and the calculation of non-controlling interest ownership percentage is determined as the average of the prior quarter and the current quarter’s non-controlling ownership interest.

The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of subsidiaries and/or partner companies.

​

17. Related Party Transactions, page F-47

​

 2.

 We acknowledge the information provided in your response to prior comment 3, which does not appear to have addressed your obligations as Indemnitor of potential losses or liabilities that may be experienced by your partner companies, their partners or investors, as discussed on pages 37-38. In this regard, please provide a detailed description and quantification of your obligations as Indemnitor for each partner company with reference to supporting legal agreements as applicable. Provide revised disclosure to be included in future filings.

​

​

Frank Wyman and Li Xiao

Securities and Exchange Commission

October 26, 2023

Page 4 of 11

​

Response to Comment:

​

The Company acknowledges the Staff’s comment and respectfully advises that in future filings the Company will provide supplementary disclosures with descriptions and quantifications of our obligations as indemnitor for each partner company or subsidiary, as applicable. Currently, the only applicable supplementary disclosure related to such obligations relate to our former subsidiary, Caelum Biosciences, Inc.; sample disclosure to be included in future filings is as set forth below:

​

University of Tennessee Research Foundation v. Caelum Biosciences, Inc.

Caelum Biosciences, Inc. (“Caelum”), a former subsidiary of Fortress that was sold to AstraZeneca’s Alexion (“Alexion”) in October 2021, is the defendant in a lawsuit brought by The University of Tennessee Research Foundation (“UTRF”) captioned as University of Tennessee Research Foundation v. Caelum Biosciences, Inc., No. 19-cv-00508, which is pending in the United States District Court for the Eastern District of Tennessee (the “UTRF Litigation”).  UTRF brought claims against Caelum, for, inter alia, tortious interference and trade secret misappropriation.  UTRF primarily alleges that Caelum unauthorizedly used non-patent trade secrets owned by UTRF in the development of Caelum’s 11-1F4 monoclonal antibody, known as CAEL-101.  Under the agreement pursuant to which Alexion acquired Caelum (as amended, the “DOSPA”), Fortress has indemnification obligations of Caelum under certain circumstances, including for certain of Caelum’s legal expenses and potential damages arising out of the UTRF Litigation (with such indemnification capped in the aggregate as to Fortress at the amount of Caelum acquisition proceeds received by Fortress and which, at Caelum’s election, may be satisfiable in the form of offsets against future amounts that Caelum may owe Fortress under the DOSPA).  Caelum is defending the UTRF Litigation, with Fortress participating in such defense and maintaining a consent right over any potential settlements.  Caelum’s legal fees and costs in defending the UTRF Litigation are being reimbursed by Fortress by distribution from a $15 million escrow account established concurrently with the acquisition of Caelum; Fortress considers the amount remaining in escrow to be in excess of the amount of its anticipated out-of-pocket indemnifiable costs and damages in the UTRF Litigation and therefore has not accrued any liability pertaining to this indemnity.  Caelum and Fortress both believe the UTRF Litigation is without merit and intend to continue defending it vigorously (including exhausting all appeals if applicable).  Caelum’s motion for summary judgment is currently pending, and a trial is scheduled for March 2024 with respect to any of UTRF’s claims that may survive summary judgment.

​

Form 8-K dated May 15, 2023

​

Exhibit 99.1

Use of Non-GAAP Financial Measures, page F-50

​

We acknowledge the information provided in your response. Non-GAAP adjustments that eliminate net losses attributable to four of your public partner companies, which are consolidated entities, represent the application of individually tailored recognition principles. Further, we refer to the non-GAAP adjustment made in 2021 labeled “Realization in Caelum investment,” which appears to represent cash proceeds from the sale of Caelum. Comingling cash and accrual basis of accounting also represents the application of individually tailored recognition principles. Please confirm that you will no longer present these adjustments in future filings.

​

​

Frank Wyman and Li Xiao

Securities and Exchange Commission

October 26, 2023

Page 5 of 11

​

Response to Comment:

​

The Company acknowledges the Staff’s comment and confirms that the Company will no longer present non-GAAP financial measures with the adjustments for our partner companies as previously shown. The Company also respectfully advises that in the future, the Company may present revised non-GAAP measures, but will do so in a manner that does not represent the application of individually tailored recognition principles and that otherwise complies with Item 10(e) of Regulation S-K and Regulation G, as applicable.

​

Form 10-Q for Quarterly Period Ended June 30, 2023

Notes to Unaudited Condensed Consolidated Financial Statements

3. Collaboration and Stock Purchase Agreements

Aevitas, page 11

​

4. Please explain the nature of obligations represented by the "write-off of balance due Fortress" totaling $13.09 million, why this amount was forgiven and its relationship to net liabilities impacted by the deconsolidation of $13.03 million. In addition, describe the expected future business activities of Aevitas represented by the "interest retained" of $2.58 million and explain your consideration of criteria for discontinued operations in reporting this deconsolidation. Revise your disclosure accordingly.

​

Response to Comment:

​

The Company acknowledges the Staff’s comment and respectfully advises that the nature of Aevitas’ obligations of $13.09 million relates to funding and services provided by Fortress since the inception of Aevitas; these amounts previously eliminated in consolidation and did not have an impact on the “net liabilities” of the Company and were forgiven as part of the corporate transactions entered into by Aevitas and Fortress in connection with the Asset Purchase Agreement with 4D Molecular Therapeutics (“4DMT”), under which 4DMT acquired Aevitas’ only asset: proprietary rights to a technology in preclinical development. Pursuant to the agreements into which Fortress and Aevitas entered in connection with the 4DMT Asset Purchase Agreement, Fortress converted its majority voting preferred stock into Aevitas common stock.  Following such conversion, Fortress no longer held either a majority of the economic interests in, or control over the stockholder vote of, Aevitas and therefore deconsolidated the now-former subsidiary.

​

The “interest retained” of $2.58 million is the fair value of the Aevitas shares that we continue to hold as of the date presented.  The fair value is based on the risk-adjusted present value of the potential cash payments totaling up to approximately $140 million related to the completion of certain potential development and commercial milestones related to the continued development of the asset by 4DMT. Any such payments and associated rights to such payments are to Aevitas, of which Fortress and other shareholders continue to hold ownership interests.

​

In future filings we will revise our disclosure to clarify, in accordance with ASC 810-10-50-1B, that the fair value of the interest retained is based on  the risk-adjusted present value of the potential cash payments totaling up to approximately $140 million related to the completion of certain potential development and commercial milestones related to the continued development of the asset by 4DMT, including that 4DMT is not a related party and that they have assumed all ongoing costs to further develop the technology.   To better

​

Frank Wyman and Li Xiao

Securities and Exchange Commission

October 26, 2023

Page 6 of 11

​

clarify the consolidated impact, we plan to remove the initial table, and in the second table, will remove the lines: “net liabilities deconsolidated” $13,033 and “write-off of balance due Fortress” $(13,096).

​

In considering the criteria for treating this asset sale as discontinued operations, a disposal needs to represent a strategic shift in the Company’s business that has a major effect on an entity’s operations and financial results.   The Company continues to actively develop and commercialize pharmaceutical and biotechnology products and product candidates with our other partner companies and subsidiaries; accordingly, this transaction does not have

United States securities and exchange commission logo
September 27, 2023
David Jin
Chief Financial Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, Florida 33154
Re:Fortress Biotech, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Form 8-K furnished May 15, 2023
Form 10-Q for Quarterly Period Ended June 30, 2023
Filed August 14, 2023
File No. 001-35366
Dear David Jin:
            We have reviewed your July 18, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
July 3, 2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Non-Controlling Interests, page F-16
1.We acknowledge the information provided in your response to prior comment 1 but
continue to have difficulty in understanding your basis for determining the allocation of
net losses to the non-controlling interests. Please explain in greater detail how you
determine ownership interest and allocate net losses to the non-controlling interests for
your partner companies. In this regard, provide examples demonstrating how you

 FirstName LastNameDavid Jin
 Comapany NameFortress Biotech, Inc.
 September 27, 2023 Page 2
 FirstName LastNameDavid Jin
Fortress Biotech, Inc.
September 27, 2023
Page 2
determined the non-controlling ownership percentage and associated net loss attributable
to non-controlling interests for each of your public partner companies based on publicly
reported operating results and ownership percentages for each year, as disclosed on page
F-33. Provide revised disclosure to be included in future filings.
17. Related Party Transactions, page F-47
2.We acknowledge the information provided in your response to prior comment 3, which
does not appear to have addressed your obligations as Indemnitor of potential losses or
liabilities that may be experienced by your partner companies, their partners or investors,
as discussed on pages 37-38. In this regard, please provide a detailed description and
quantification of your obligations as Indemnitor for each partner company with reference
to supporting legal agreements as applicable. Provide revised disclosure to be included in
future filings.
Form 8-K dated May 15, 2023
Exhibit 99.1
Use of Non-GAAP Financial Measures, page F-50
3.We acknowledge the information provided in your response. Non-GAAP adjustments that
eliminate net losses attributable to four of your public partner companies, which are
consolidated entities, represent the application of individually tailored recognition
principles. Further, we refer to the non-GAAP adjustment made in 2021 labeled
“Realization in Caelum investment,” which appears to represent cash proceeds from the
sale of Caelum. Comingling cash and accrual basis of accounting also represents the
application of individually tailored recognition principles. Please confirm that you will no
longer present these adjustments in future filings.
Form 10-Q for Quarterly Period Ended June 30, 2023
Notes to Unaudited Condensed Consolidated Financial Statements
3. Collaboration and Stock Purchase Agreements
Aevitas, page 11
4.Please explain the nature of obligations represented by the "write-off of balance due
Fortress" totaling $13.09 million, why this amount was forgiven and its relationship to net
liabilities impacted by the deconsolidation of $13.03 million. In addition, describe the
expected future business activities of Aevitas represented by the "interest retained" of
$2.58 million and explain your consideration of criteria for discontinued operations in
reporting this deconsolidation. Revise your disclosure accordingly.

 FirstName LastNameDavid Jin
 Comapany NameFortress Biotech, Inc.
 September 27, 2023 Page 3
 FirstName LastName
David Jin
Fortress Biotech, Inc.
September 27, 2023
Page 3
            You may contact Frank Wyman at 202-551-3660 or Li Xiao at 202-551-4391, if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

July 18, 2023

VIA EDGAR

Frank Wyman and Li Xiao

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Fortress Biotech, Inc.

    Form
    10-K for Fiscal Year Ended December 31, 2022

    Filed
    March 31, 2023

    Form
    8-K furnished May 15, 2023

    File
    No. 001-35366

Frank Wyman and Li Xiao:

We are writing to respond
to the comments provided by the Staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and
Exchange Commission in your letter dated July 3, 2023 (the “Comment Letter”), relating to the Fortress Biotech, Inc.
(“we”, "Fortress", or the “Company”) Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, filed on March 31, 2023 (the “Form 10-K”), and the Current Report on Form 8-K furnished
on May 15, 2023 (the “Form 8-K”).

For ease of review, we have
set forth below the numbered comment of the Comment Letter in bold type, followed by the Company’s response thereto.

Form 10-K for the Fiscal Year Ended December
31, 2022

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Non-Controlling Interests, page F-16

 1. Please provide a description of the methods and assumptions used to attribute your net loss to controlling
and non-controlling interests that is linked to the Partner Company allocations disclosed in Note 12. In this regard, explain your consideration
of terms governing Partner Company Founders Agreements and Management Services Agreements as indicative of profit-sharing arrangements
between the parties. Refer to ASC 810-10-45- 18 through 45-21. Expand your disclosure accordingly.

Response to Comment:

The Company acknowledges the Staff’s comment
and respectfully advises that the Company’s approach under ASC 810 is to consolidate all entities in which it has direct and indirect
voting control based on the voting interest model.

Frank Wyman and Li Xiao

Securities and Exchange Commission

July 18, 2023

Page 2
of 4

Regarding the terms governing the Founders Agreements
and Management Services Agreements, profit-sharing arrangements are not contemplated by these respective agreements. All intercompany
activity, including income and/or expense items, are eliminated entirely in consolidation prior to allocation of non-controlling interest.

Therefore, these agreements have no impact on
the net loss attributed to controlling and non-controlling interests.

In light of the Staff’s comments, in future
filings the Company will expand the disclosure to be included in its Summary of Significant Accounting Policies for the accounting of
non-controlling interests. We will also add to our accounting policy the following: “All intercompany activity, including income
and/or expense items, are eliminated entirely in consolidation prior to the allocation of non-controlling interest, which is based on
ownership interests.”

13. Net Loss per Common Share, page F-33

 2. Please explain to us how you have considered the dividend paid to your Series A redeemable perpetual
preferred stock in your net loss per common share calculation. Refer to ASC 260-10-45-11. Revise your accounting policy accordingly if
needed.

Response to Comment:

The Company acknowledges the Staff’s comment
and respectfully advises that, in light of further analysis as well as consideration of the Staff’s comment, in future filings the
Company will revise the presentation of the current and comparative period of net loss per common share attributable to common stockholders
to reflect the dividend paid on the Series A preferred stock, and disclose the comparative prior period revision, which impact we have
concluded to be both quantitatively and qualitatively immaterial.

17. Related Party Transactions

Founders Agreement and Management Services Agreement,
page F-47

 3. Please provide the information referenced in ASC 460-10-50 that describes and quantifies your obligations
as guarantor in connection with equity or debt raises by your partner companies and as indemnitor of potential losses or liabilities that
may be experienced by your partner companies, their partners or investors, as discussed on pages 37-38. Expand your disclosure accordingly.

Response to Comment:

The Company acknowledges the Staff’s
comment and respectfully notes that the information referenced in ASC 460-10-50 is disclosed on page F-30 with respect to the Company’s
obligation to issue dividends, in Company common stock, on the Urica Therapeutics, Inc. 8% Cumulative Convertible Class B Preferred Stock.
The Company also notes its obligation to issue shares of Fortress Biotech, Inc. 9.375% Series A Cumulative Redeemable Perpetual Preferred
Stock in the event of certain exchanges of the Cyprium Therapeutics, Inc. 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock,
provided the Company does not elect to pay cash in lieu of such issuance. Such disclosure regarding the Cyprium obligation was included
in prior filings, but in light of further analysis as well as consideration of the Staff’s comment, the Company in future filings
will (1) provide all of the required information under ASC 460-10-50 with respect to the Urica and Cyprium obligations, as well as any
other instruments meeting the criteria referenced therein and (2) specifically reference any such instruments in the appropriate risk
factor.

Frank
Wyman and Li Xiao

Securities and Exchange Commission

July 18, 2023

Page 3
of 4

Form 8-K dated May 15, 2023

Exhibit 99.1

Use of Non-GAAP Financial Measures, page 7

 4. Your non-GAAP presentation removes all net losses attributable to your four public partner companies
from the net loss attributable to common stockholders but retains net losses attributable to your private partner companies, as well as
reflecting similar adjustments to reported R&D and SG&A expenses, a practice that appears to represent a tailored recognition
and measurement principle. In this regard, please address in detail your consideration of Question 100.4 in the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.

Response to Comment:

The Company acknowledges the Staff’s comment
and respectfully advises that the Company’s non-GAAP financial measures are intended to provide additional information to investors
and shareholders on the standalone performance of Fortress and its private subsidiaries, separate from Fortress public subsidiaries (which
we also refer to as our partner companies). The Company believes disclosure of Fortress and its private subsidiaries separate from Fortress’
public subsidiaries enhances the transparency of the composition of the Company’s operating performance and provides context within
which its financial information can be analyzed. The Company has presented its non-GAAP financial measures on a consistent basis since
the quarter ended March 31, 2020.

Due to Fortress’ unique structure, we
believe the additional detail provided in our non-GAAP financial measures elucidates the operational costs/income attributable to
the core business at Fortress and its majority-owned private subsidiaries, which are operated with significant support from
Fortress, including financial resources, compared to the public partner companies, which are primarily operated separately, and
which Fortress is required to consolidate in its financial statements due to its voting control.

Question 100.04 of the Non-GAAP C&DIs addresses
the use of non-GAAP metrics that “have the effect of changing the recognition and measurement principles required to be applied
in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measures to be misleading.”
We considered the following questions in assessing whether the removal of net losses attributable to Fortress stockholders of each public
partner company is an individually tailored accounting principle as described in Question 100.04:

Does the adjustment change
the pattern of recognition?

The Company’s non-GAAP
metrics as presented do not change the pattern of recognition for either revenue or expense categories, as any adjustments made are based
on entity, not a recognition principle. In the instance of adjusting for non-cash items, the Company has not altered the amount as recognized
on a GAAP basis.

Frank Wyman and Li Xiao

Securities and Exchange Commission

July 18, 2023

Page 4
of 4

Does the adjustment present
a measure of revenue on a net basis when gross presentation is required by GAAP or vice versa?

The Company’s non-GAAP
metrics do not include any adjustments to revenue, therefore the Company believes this does not apply to its non-GAAP metrics.

Does the adjustment include
transactions that are also reportable in another company’s financial statements?

The Company is not adjusting
for transactions that are not reflected in its consolidated GAAP financial statements.

Does the adjustment change
the measure from an accrual basis of accounting to a cash basis of accounting?

The Company believes this
is not applicable, as the adjustments represent items expensed and disclosed in the financial statements. The Company is not adjusting
the amounts for timing differences or increasing or decreasing the amount that has been recorded in the Company’s historical financial
statements.

Do the adjustments reflect
expenses that are necessary to operate the Company’s business?

The Company does not adjust
for private subsidiary expenses, as those are generally funded by Fortress and are considered necessary and normal operating expenses
to Fortress’ core business, until the private entities become public partner companies.

We do not believe that any of the non-GAAP financial
measures presented should be considered individually tailored recognition and measurement methods, and we believe that our adjustments
are in compliance with Regulation G, not otherwise misleading and provide meaningful information for investors.

***

Should any member of the Staff have questions
regarding our responses to the comments set forth above or need additional information, please do not hesitate to call me at (212) 574-2810.
Thank you for your assistance in this matter.

    Very
    truly yours,

    /s/
    David Jin

    David
    Jin

    Chief
    Financial Officer

  cc (electronic):
  Sam Berry, General Counsel

Rakesh Gopalan, McGuireWoods LLP

United States securities and exchange commission logo
July 3, 2023
David Jin
Chief Financial Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, Florida 33154
Re:Fortress Biotech, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Form 8-K furnished May 15, 2023
File No. 001-35366
Dear David Jin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Non-Controlling Interests, page F-16
1.Please provide a description of the methods and assumptions used to attribute your net
loss to controlling and non-controlling interests that is linked to the Partner Company
allocations disclosed in Note 12. In this regard, explain your consideration of terms
governing Partner Company Founders Agreements and Management Services Agreements
as indicative of profit-sharing arrangements between the parties. Refer to ASC 810-10-45-
18 through 45-21. Expand your disclosure accordingly.
13. Net Loss per Common Share, page F-33

 FirstName LastNameDavid Jin
 Comapany NameFortress Biotech, Inc.
 July 3, 2023 Page 2
 FirstName LastName
David Jin
Fortress Biotech, Inc.
July 3, 2023
Page 2
2.Please explain to us how you have considered the dividend paid to your Series A
redeemable perpetual preferred stock in your net loss per common share calculation. Refer
to ASC 260-10-45-11. Revise your accounting policy accordingly if needed.
17. Related Party Transactions
Founders Agreement and Management Services Agreement, page F-47
3.Please provide the information referenced in ASC 460-10-50 that describes and
quantifies your obligations as guarantor in connection with equity or debt raises by your
partner companies and as indemnitor of potential losses or liabilities that may be
experienced by your partner companies, their partners or investors, as discussed on pages
37-38. Expand your disclosure accordingly.
Form 8-K dated May 15, 2023
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 7
4.Your non-GAAP presentation removes all net losses attributable to your four public
partner companies from the net loss attributable to common stockholders but retains net
losses attributable to your private partner companies, as well as reflecting similar
adjustments to reported R&D and SG&A expenses, a practice that appears to represent a
tailored recognition and measurement principle. In this regard, please address in detail
your consideration of Question 100.4 in the Compliance and Disclosure Interpretations for
Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Frank Wyman at 202-551-3660 or Li Xiao at 202-551-4391 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

April 13, 2023

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Fortress
Biotech, Inc.

Registration Statement on Form S-3

File No. 333-269687

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Fortress Biotech, Inc. (the “Company”) hereby requests that the
Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement on Form S-3 (the “Registration Statement”) so that the Registration Statement will be declared effective
as of 4:00 p.m. Eastern time, on April 13, 2023, or at such other time as the Company or its outside counsel, McGuireWoods
LLP, may request via a telephone call to the staff of the Commission.

Once the Registration Statement
has been declared effective, please orally confirm that event with Rakesh Gopalan of McGuireWoods LLP at (704) 343-2275.

Thank you for your assistance
in this matter.

    Very truly yours,

    /s/ David Jin

    Name:  David Jin

    Title:     Chief Financial Officer

    cc (electronic):
    Sam Berry, General Counsel

    Rakesh Gopalan, McGuireWoods LLP

United States securities and exchange commission logo
February 15, 2023
Lindsay Rosenwald, M.D.
Chief Executive Officer
Fortress Biotech, Inc.
1111 Kane Concourse, Suite 301
Bay Harbor Islands, FL 33154
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed February 10, 2023
File No. 333-269687
Dear Lindsay Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew B. Chmiel

CORRESP
1
filename1.htm

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

October 19, 2021

Ms. Christine Westbrook 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.

    Post-Effective Amendment No. 1 to Form S-3

    Filed October 6, 2021

File No. 333-255185

Ms. Westbrook and Ms. Murphy:

At the request and on behalf
of our client, Fortress Biotech, 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 October 15, 2021, relating to the Company’s Post-Effective Amendment No. 1 to Form S-3, which was filed on October
6, 2021 (the “Registration Statement”). The response set forth in this letter has been prepared by the Company
with our assistance.

Post-Effective Amendment No. 1 to Registration Statement on Form
S-3, filed October 6, 2021

General

Comment:

 1. We note that you omitted substantially all of the disclosure required by Part I of Form S-3. Please amend
to include all required disclosures required by Party I of Form S-3. Refer to Securities Act Rule 472(b).

    Alston & Bird LLP

    www.alston.com

    Atlanta | Beijing
| Brussels | Charlotte | Dallas | Fort Worth | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington,
D.C.

October 19, 2021

Page 2

Response:

 1. On October 19, 2021, the Company filed Post-Effective Amendment No. 2 to Form S-3 incorporating the information
requested by the Staff.

Please let us know if you have any further comments or questions.

  Sincerely,

  /s/ Mark F. McElreath

  Mark F. McElreath

  Partner

United States securities and exchange commission logo
October 15, 2021
Lindsay A. Rosenwald, M.D.
Chief Executive Officer
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, NY 10014
Re:Fortress Biotech, Inc.
Post-Effective Amendment No. 1 to Form S-3
Filed October 6, 2021
File No. 333-255185
Dear Dr. Rosenwald:
            We have reviewed your post-effective amendment and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-3 filed October 6, 2021
General
1.We note that you have omitted substantially all of the disclosure required by Part I of
Form S-3. Please amend to include all of the disclosures required by Part I of Form S-3.
Refer to Securities Act Rule 472(b).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameLindsay A. Rosenwald, M.D.
 Comapany NameFortress Biotech, Inc.
 October 15, 2021 Page 2
 FirstName LastName
Lindsay A. Rosenwald, M.D.
Fortress Biotech, Inc.
October 15, 2021
Page 2
            Please contact Christine Westbrook at 202-551-5019 or Celeste Murphy at 202-551-
3257 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark F. McElreath, Esq.

CORRESP
1
filename1.htm

FORTRESS BIOTECH, INC.

2 Gansevoort Street, 9th Floor

New York, New York 10014

July 29, 2021

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Mr. Chris Edwards

  Via: EDGAR Submission

 Re: Fortress Biotech, Inc.

Registration Statement on Form S-3

Filed July 23, 2021

File No. 333-258145

Ladies and Gentlemen:

On behalf of our client, Fortress
Biotech, Inc. (the “Company”), we hereby request that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 4:15 p.m. (ET) on July 30, 2021 or as soon as practicable thereafter, pursuant
to Rule 461 of the Securities Act of 1933, as amended.

We, on behalf of the Company,
acknowledge that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing
effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Please contact me with any
questions or comments at 781-652-4507. Thank you for your assistance with this filing.

  Sincerely,

  /s/ Robyn Hunter

  Robyn Hunter

  Chief Financial Officer

CORRESP
1
filename1.htm

FORTRESS BIOTECH, INC.

2 Gansevoort Street, 9th Floor

New York, New York 10014

July 29, 2021

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Mr. Chris Edwards

  Via: EDGAR Submission

 Re: Fortress Biotech, Inc.

Registration Statement on Form S-3/A

Filed July 23, 2021

File No. 333-255185

Ladies and Gentlemen:

On behalf of our client, Fortress
Biotech, Inc. (the “Company”), we hereby request that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 4:15 p.m. (ET) on July 30, 2021 or as soon as practicable thereafter, pursuant
to Rule 461 of the Securities Act of 1933, as amended.

We, on behalf of the Company,
acknowledge that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing
effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Please contact me with any
questions or comments at 781-652-4507. Thank you for your assistance with this filing.

  Sincerely,

  /s/ Robyn Hunter

  Robyn Hunter

  Chief Financial Officer

United States securities and exchange commission logo
July 29, 2021
Lindsay A. Rosenwald, M.D.
Executive Chairman, Chief Executive Officer and President
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, New York 10014
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed July 23, 2021
File No. 333-258145
Dear Dr. Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark F. McElreath

CORRESP
1
filename1.htm

90 Park Avenue

New York, NY 10016

212-210-9400

www.alston.com

    Mark F. McElreath
    Direct Dial: 212-210-9595
    Email: mark.mcelreath@alston.com

July 28, 2021

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Mr. Chris Edwards

 Via: EDGAR
                                            Submission

  Re: Fortress
                                            Biotech, Inc.

    Registration
                                            Statement on Form S-3/A

    Filed
                                            July 23, 2021

    File
                                            No. 333-255185

Ladies and Gentlemen:

On behalf of our client, Fortress
Biotech, Inc. (the “Company”), we hereby request that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 4:15 p.m. (ET) on July 30, 2021 or as soon as practicable thereafter, pursuant
to Rule 461 of the Securities Act of 1933, as amended.

We, on behalf of the Company,
acknowledge that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing
effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Please contact me with any
questions or comments at 212-210-9595. Thank you for your assistance with this filing.

  Alston & Bird LLP

  www.alston.com

  Atlanta | Beijing | Brussels | Charlotte | Dallas | Fort Worth | London
| Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.

  Sincerely,

  /s/ Mark F. McElreath

  Mark F. McElreath

  Partner

CORRESP
1
filename1.htm

90 Park Avenue

New York, NY 10016

212-210-9400

www.alston.com

    Mark F. McElreath
    Direct Dial: 212-210-9595
    Email: mark.mcelreath@alston.com

July 28, 2021

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Mr. Chris Edwards

 Via: EDGAR
                                            Submission

  Re: Fortress
                                            Biotech, Inc.

    Registration Statement on Form S-3

    Filed
                                            July 23, 2021

    File
                                            No. 333-258145

Ladies and Gentlemen:

On behalf of our client, Fortress
Biotech, Inc. (the “Company”), we hereby request that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 4:15 p.m. (ET) on July 30, 2021 or as soon as practicable thereafter, pursuant
to Rule 461 of the Securities Act of 1933, as amended.

We, on behalf of the Company,
acknowledge that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing
effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the
Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Please contact me with any
questions or comments at 212-210-9595. Thank you for your assistance with this filing.

    Alston & Bird LLP

    www.alston.com

    Atlanta | Beijing
| Brussels | Charlotte | Dallas | Fort Worth | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington,
D.C.

  Sincerely,

  /s/ Mark F. McElreath

  Mark F. McElreath

  Partner

CORRESP
1
filename1.htm

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

July 23, 2021

Mr. Chris Edwards 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.

    Registration Statement on Form S-3

    Filed April 12, 2021

    File No. 333-255185

Mr. Edwards 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 16, 2021, relating to the Company’s Registration Statement on Form S-3, which was filed on April 12,
2021 (the “Registration Statement”), as well as verbal comments received from the Staff on July 20, 2021.
The response set forth in this letter has been prepared by the Company with our assistance.

Registration Statement on Form S-3 filed April 12, 2021

Incorporation of Certain Documents by Reference, page 15

Comment:

 1. We note that your registration statement incorporates by reference your Form 10-K for the fiscal
year ended December 31, 2020, which in turn incorporates by reference certain Part III information from a definitive proxy statement
that you have not yet filed. Please be advised that we cannot accelerate the effective date of your registration statement until you have
amended your Form 10-K to include the Part III information or have filed a definitive proxy statement which includes such information.
For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.

  Alston & Bird LLP
  www.alston.com

  Atlanta | Beijing | Brussels | Charlotte | Dallas
  | Fort Worth | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.

July 23, 2021

Page 2

Response:

 1. The Company filed its Definitive Proxy Statement on Schedule 14A on April 30, 2021. On July 2,
2021, the Company filed Amendment No. 1 to the Registration Statement which incorporated the Definitive Proxy Statement.

General

Comment:

 2. Based on your disclosure that if additional sales of Journey Preferred Stock are issued, then you will
file a prospectus supplement to add the purchasers as additional selling stockholders, it appears that you intend to rely on General Instruction
II.G to Form S-3 to omit the identities of the selling stockholders and amounts of securities registered on their behalf. Please
note that since you are not eligible to rely on Rule 430B of Regulation C, you must file a post-effective amendment to add selling
stockholders to a registration statement related to a specific transaction that was completed prior to the filing of the resale registration
statement. Please revise your disclosure as appropriate and include the amount of securities registered on behalf of each selling shareholder.
For guidance, please refer to Rule 430B and Regulation S-K CD&I 140.03.

Response:

 2. Amendment No. 1 to the Registration Statement, filed on July 2, 2021, included the shares issued
to the selling stockholders to date. Amendment No. 2 to the Registration Statement, filed concurrently with this letter, in response
to this comment and the verbal comments received on July 20, 2021, revises the disclosure to indicate all further changes to the
stockholders and stock holdings will be reflected in a post-effective amendment to the Registration Statement.

Please let us know if you have any further comments or questions.

  Sincerely,

  /s/
Mark F. McElreath

  Mark F. McElreath

  Partner

United States securities and exchange commission logo
April 16, 2021
Lindsay A. Rosenwald, M.D.
Chief Executive Officer and President
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, New York 10014
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed April 12, 2021
File No. 333-255185
Dear Dr. Rosenwald:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Incorporation of Certain Documents by Reference, page 15
1.We note that your registration statement incorporates by reference your Form 10-K for
the fiscal year ended December 31, 2020, which in turn incorporates by reference certain
Part III information from a definitive proxy statement that you have not yet filed. Please
be advised that we cannot accelerate the effective date of your registration statement
until you have amended your Form 10-K to include the Part III information or have filed
a definitive proxy statement which includes such information. For guidance, please refer
to Question 123.01 of the Securities Act Forms Compliance and Disclosure
Interpretations.
General
2.Based on your disclosure that if additional sales of Journey Preferred Stock are issued,

 FirstName LastNameLindsay A. Rosenwald, M.D.
 Comapany NameFortress Biotech, Inc.
 April 16, 2021 Page 2
 FirstName LastName
Lindsay A. Rosenwald, M.D.
Fortress Biotech, Inc.
April 16, 2021
Page 2
then you will file a prospectus supplement to add the purchasers as additional selling
stockholders, it appears that you intend to rely on General Instruction II.G to Form S-3 to
omit the identities of the selling stockholders and amounts of securities registered on their
behalf. Please note that since you are not eligible to rely on Rule 430B of Regulation C,
you must file a post-effective amendment to add selling stockholders to a registration
statement related to a specific transaction that was completed prior to the filing of the
resale registration statement. Please revise your disclosure as appropriate and include the
amount of securities registered on behalf of each selling shareholder. For guidance, please
refer to Rule 430B and Regulation S-K CD&I 140.03.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at 202-551-6761 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark F. McElreath

CORRESP
1
filename1.htm

FORTRESS BIOTECH, INC.

2 Gansevoort Street, 9th Floor

New York, New York 10014

November 18, 2020

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Chris Edwards

    Via:
    EDGAR Submission

    Re:
    Fortress Biotech, Inc.

    Registration Statement on Form S-3

    Filed November 9, 2020

    File No. 333-249983

Ladies and Gentlemen:

Fortress Biotech, Inc.
(the “Company”), hereby requests that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:05 p.m. (ET) on November 20, 2020, or as soon as practicable thereafter, pursuant to
Rule 461 of the Securities Act of 1933, as amended.

The Company acknowledges
that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective,
such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission
or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact me with
any questions or comments at (781) 652-4500. Thank you for your assistance with this filing.

    Sincerely,

    /s/
    Lindsay A. Rosenwald, M.D.

    Lindsay A. Rosenwald, M.D.

    Chairman of the Board of Directors,

                                           President and Chief Executive Officer

United States securities and exchange commission logo
November 16, 2020
Lindsay A. Rosenwald, M.D.
Chief Executive Officer and President
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, New York 10014
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed November 9, 2020
File No. 333-249983
Dear Dr. Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark McElreath

CORRESP
1
filename1.htm

90 Park Avenue

New York, NY 10016

212-210-9400

Fax: 212-922-3995

www.alston.com

    Mark F. McElreath
    Direct Dial: 212-210-9595
    Email: mark.mcelreath@alston.com

May 26, 2020

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Timothy Buchmiller

    Via:
    EDGAR Submission

    Re:
    Fortress Biotech, Inc.

    Registration Statement on Form S-3

    Filed July 6, 2018

    File No. 333-238327

Ladies and Gentlemen:

On behalf of our client,
Fortress Biotech, Inc. (the “Company”), we hereby request that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 4:30 p.m. (ET) on May 27, 2020 or as soon as practicable thereafter,
pursuant to Rule 461 of the Securities Act of 1933, as amended.

We, on behalf of the
Company, acknowledge that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare
the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii)
the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii)
the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Please contact me with
any questions or comments at 212-210-9595. Thank you for your assistance with this filing.

    Sincerely,

    /s/ Mark F. McElreath

    Mark F. McElreath

    Partner

    Alston & Bird LLP
    www.alston.com

    Atlanta | Beijing | Brussels | Charlotte | Dallas | London | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

CORRESP
1
filename1.htm

FORTRESS BIOTECH, INC.

2 Gansevoort Street, 9th Floor

New York, New York 10014

May 26, 2020

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Timothy Buchmiller

    Via:
    EDGAR Submission

    Re:
    Fortress Biotech, Inc.

    Registration Statement on Form S-3

    Filed July 6, 2018

    File No. 333-238327

Ladies and Gentlemen:

Fortress Biotech, Inc.
(the “Company”), hereby requests that the effective date for the Registration Statement referred to above be accelerated
so that it will be declared effective at 4:01 p.m. (ET) on May 26, 2020 or as soon as practicable thereafter, pursuant to Rule
461 of the Securities Act of 1933, as amended.

The Company acknowledges
that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective,
such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission
or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not
assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact me with
any questions or comments at (781) 652-4500. Thank you for your assistance with this filing.

    Sincerely,

    /s/ Lindsay A. Rosenwald, M.D.

    Lindsay A. Rosenwald, M.D.

    Chairman of the Board of Directors,

    President and Chief Executive Officer

United States securities and exchange commission logo
May 22, 2020
Lindsay A. Rosenwald, M.D.
Executive Chairman, Chief Executive Officer and President
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, New York 10014
Re:Fortress Biotech, Inc.
Registration Statement on Form S-3
Filed May 18, 2020
File No. 333-238327
Dear Dr. Rosenwald:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark McElreath, Esq.

United States securities and exchange commission logo
May 1, 2020
Lindsay A. Rosenwald, M.D.
Executive Chairman, Chief Executive Officer and President
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, NY 10014
Re:Fortress Biotech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2020
File No. 001-35366
Dear Dr. Rosenwald:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark F. McElreath, Esq.

CORRESP
1
filename1.htm

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

April 24, 2020
Lindsay A. Rosenwald, M.D.
Executive Chairman, Chief Executive Officer and President
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, NY 10014
Re:Fortress Biotech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2020
File No. 001-35366
Dear Dr. Rosenwald:
            We have reviewed your filing and have the following comment.
            Please respond to these comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed April 17, 2020
General
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameLindsay A. Rosenwald, M.D.
 Comapany NameFortress Biotech, Inc.
 April 24, 2020 Page 2
 FirstName LastName
Lindsay A. Rosenwald, M.D.
Fortress Biotech, Inc.
April 24, 2020
Page 2
            You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257
iwith any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark F. McElreath, Esq.

CORRESP
1
filename1.htm

90 Park Avenue

New York, NY 10016

212-210-9400

Fax: 212-922-3995

www.alston.com

    Mark F. McElreath
    Direct Dial: 212-210-9595
    Email: mark.mcelreath@alston.com

July 19, 2019

Securities and Exchange Commission

Department of Corporation Finance

Washington, D.C. 20549

Attn: Mr. Jeffrey Gabor

    Via:
    EDGAR Submission

    Re:
    Fortress Biotech, Inc.

    Registration Statement on Form S-3

    Filed July 6, 2018

    File No. 333-226089

Ladies and Gentlemen:

On behalf of our client,
Fortress Biotech, Inc. (the “Company”), we hereby request that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 4:15 p.m. (ET) on July 23, 2019 or as soon as practicable thereafter,
pursuant to Rule 461 of the Securities Act of 1933, as amended.

We, on behalf of the
Company, acknowledge that (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare
the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing; (ii)
the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii)
the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Please contact me with
any questions or comments at 212-210-9595. Thank you for your assistance with this filing.

    Alston & Bird LLP
    www.alston.com

    Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles
| New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

    Sincerely,

    /s/ Mark F. McElreath

    Mark F. McElreath

    Partner

CORRESP
1
filename1.htm

 90 Park Avenue

New York, NY 10016

212-210-9400

Fax: 212-922-3995

www.alston.com

    Mark F. McElreath
    Direct Dial: 212-210-9595
    Email: mark.mcelreath@alston.com

July 20, 2018

VIA: UNITED PARCEL SERVICE

Mr. Jeffrey Gabor

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Fortress Biotech, Inc.

        Registration Statement on Form S-3

        Filed July 6, 2018

        File No. 333- 226089

Dear Mr. Gabor:

On behalf
of Fortress Biotech, Inc., a Delaware corporation (the “Company”), we hereby respond to the Commission’s
comment telephone call on July 12, 2018 relating to the Company’s Registration Statement on Form S-3 filed on July
6, 2018.

Comment:

We note that the Company needs to file a Form of Indenture as
Exhibit 4.5 to the Company’s Registration Statement on Form S-3.

Response:

The Company has filed an amended Form S-3 with a Form of Indenture,
filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-3 filed on July 6, 2018.

    Sincerely,

    ALSTON & BIRD LLP

    By:
    /s/ Mark F. McElreath

    Mark F. McElreath

    Partner

Atlanta •
Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley •
Ventura County • Washington, D.C.

CORRESP
1
filename1.htm

FORTRESS BIOTECH, INC.

2 Gansevoort Street, 9th Floor

New York, New York 10014

November 29, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

Attention: Michael Gershon

 Re: Acceleration Request

Fortress Biotech, Inc.

Registration Statement on Form S-3/A

(File No. 333-213199)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Fortress Biotech, Inc. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate
action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
to December 1, 2016 at 4:01 p.m. Eastern Time, or as soon thereafter as practicable.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling S. Halle Vakani at (919) 865-1125.
We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the
Registration Statement be sent to Ms. Vakani via email at hvakani@wyrick.com.

In connection with the foregoing, the Registrant
hereby acknowledges the following:

 · should the Commission or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 · the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the Registration Statement; and

 · the Registrant will not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

    Sincerely,

    FORTRESS BIOTECH, INC.

    By:
     /s/ Lindsay A. Rosenwald, M.D.

    Lindsay A. Rosenwald, M.D.

    Chairman, President and

    Chief Executive Officer

 cc: S. Halle Vakani, Wyrick Robbins Yates & Ponton, LLP

Mail Stop 4546
August 29, 2016

Lindsay A. Rosenwald, M.D.
President and Chief Executive Officer
Fortress Biotech, Inc.
2 Gansevoort Street, 9th Floor
New York, New York 10014

Re: Fortress Biotech , Inc.
  Registration Statement on Form S-3
Filed August 18 , 2016
  File No. 333-213199

Dear Dr. Rosenwald:

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending registrati on
statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 4 61 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Lindsay A. Rosenwald, M.D.
Fortress Biotech, Inc.
August 29 , 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities.

 Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with any quest ions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: S. Halle Vakani, Esq.

CORRESP
1
filename1.htm

Acceleration Request

 November 14, 2011

 Securities
and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
Coronado Biosciences, Inc.

Registration Statement on Form S-1

File No. 333-177041

 Ladies and Gentlemen:

 Coronado Biosciences, Inc. hereby requests that the
effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m. on November 15, 2011, or as soon thereafter as practicable.

 The Company acknowledges that (i) should the Securities and Exchange Commission (the “Commission”), or the staff, acting pursuant to delegated authority, declare the Registration Statement
effective, such declaration does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

 Very truly yours,

CORONADO BIOSCIENCES, INC.

By:

/s/ Dale Ritter

 Name: Dale Ritter

 Title:
Senior Vice President, Finance

cc:
Fran M. Stoller, Esq.

October 6, 2011
 Via Email

Bobby W. Sandage, Jr., PhD. Chief Executive Officer  Coronado Biosciences, Inc.
15 New England Executive Park  Burlington, MA 01803
Re: Coronado Biosciences, Inc.
  Registration Statement on Form S-1
Filed September 28, 2011
  File No. 333-177041

Dear Dr. Sandage:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comment below.  In our commen t we ask that you provide us with information
so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Description of Private Placements

1. Please revise the registration statement to cl early discuss the facts and circumstances of
the private placement transactions through which each of the selling stockholders
acquired the shares being registered in the resale transaction cove red by the registration
statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Bobby W. Sandage, Jr., PhD. Coronado Biosciences, Inc.
October 6, 2011 Page 2

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Laura Crotty at (202) 551-3563 or me at (202) 551-3715 with any
questions.
Sincerely,
   /s/ Jeffrey P. Riedler
Jeffrey P. Riedler Assistant Director
cc: David Levine (Loeb & Loeb LLP)

September 23, 2011
 Via E-mail

Bobby W. Sandage, Jr., Ph.D. President and Chief Executive Officer Coronado Biosciences, Inc.  15 New England Executive Park Burlington, MA 01803
Re: Coronado Biosciences, Inc.
Registration Statement on Form 10-12G Filed July 15, 2011
 File No. 000-54463

Dear Dr. Sandage:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

            /s/ Bryan J. Pitko for

Jeffrey Riedler Assistant Director
   cc: Fran Stoller, Esq.
Loeb & Loeb LLP 345 Park Avenue  New York, NY 10154

August 9, 2011
 Via E-mail

Bobby W. Sandage, Jr., Ph.D. President and Chief Executive Officer Coronado Biosciences, Inc.
45 Rockefeller Plaza, Suite 2000
New York, New York 10111
Re: Coronado Biosciences, Inc.
Registration Statement on Form 10-12G Filed July 15, 2011
 File No. 000-54463

Dear Dr. Sandage:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filing or by providing the requested
information, as applicable.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            General

1. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not exhaus tive lists.  If our comments are applicable to portions of
the filing that we have not cited as examples , make the appropriate changes in accordance
with our comments.
2. We note that you have submitted an application for confidential treatment with respect to
some of the documents you have filed as exhi bits to your registration statement.  Please
be advised that we will review this app lication independently and will forward you any
comments relating to your confidential tr eatment request under separate cover.

Bobby W. Sandage, Jr., Ph.D. Coronado Biosciences, Inc.  August 9, 2011 Page 2

 Cautionary Note Regarding Forw ard-Looking Statements, page 3

3. We note your disclaimer as to forward-l ooking statements and your reference to the
Private Securities Litigation Re form Act of 1995.  Please note that you are not eligible for
the safe harbor for forward-looking statem ents available under the PSLRA because you
are not currently a U.S. reporting company.  Pl ease revise your disclosure here and in
your management discussion and an alysis at page 29 to clarify that the safe harbor does
not apply to any forward- looking statements containe d in the prospectus.
 Item 1. Business

 Industry, page 4

4. We note that your registration statemen t includes the following statements:

 On page 4: “Although immunosuppressant and TNF-  inhibitors are effective
maintenance therapies, fewer than 50% of patients maintain long-term remission with
these drugs;”

 On page 4: “The majority of Crohn’s pa tients require surgery during their lifetime
despite available therapies;” and

 On page 4: “…research strongly sugges ts that genetic su sceptibility and
environmental factors, coupled with an a bnormal immune response, contribute to the
development of the disease.”

Please provide your basis for these statements  or delete them from your registration
statement.
 Our Product Candidates, page 5

5. We note your statement that CNDO-201 origin ates from the work of Dr. Joel V.
Weinstock and your reference to his research with regard to parasitic helminth (worm)
infections.  Please revise your disclosure to discuss whether and when Dr. Weinstock
published the results of his res earch that determined that a beneficial immune response
results from T. suis being administered to pa tients to IBD.  Please also indicate whether
Dr. Weinstock has consented to your use of his research and whet her you have entered
into any contractual arrangements with Dr. Weinstock to use data derived from his
research in the development of CNDO-201.

6. We note that the four paragraphs under th e heading “Background” on pages five and six
include numerous statements and conclusions  without citing a source or providing an
independent basis for the disclosed informa tion.  For example, we note the following:

Bobby W. Sandage, Jr., Ph.D. Coronado Biosciences, Inc.  August 9, 2011 Page 3

  Statements concerning the incidence of IBD in the developed and non-developed
world and in persons from di fferent socioeconomic strata;

 Statements with respect to the prevalence of helminthes in certain climates and
populations;

 Statements as to the incidence of IBD over the past several decades; and

 Statements as to the impact of  exposure to helminth population.

Please revise your disclosure to provide a s ource or independent basis for each of the
statements made.  In particular, where you refe r to data, findings, or  conclusions, please
provide the source for this information.  If you are unable to cite a source for the
information you disclose, please remove th ese statements from your registration
statement.
 Third Party Clinical Trials, page 6

7. Please revise your disclosure to indicate whether any signifi cant adverse events were
observed or reported in each of the third party clinical trials you discuss on page 6 of the
registration statement.

8. Please revise your disclosure to indicate whether and when  Professor Lowdell published
the results of his preclinical studies and research with re gard to NK Cells and AML.
Please also indicate whether Professor Lo wdell has consented to your use of his
preclinical research and results and i ndicate whether you have entered into any
contractual arrangements  with Professor Lowdell relating to the use of data derived from
his research in the development of CNDO-109.

9. Please revise your disclosure to indicate whether any signifi cant adverse events were
observed or reported in the pre-clinical stud ies conducted by Professor Lowdell in
relation the use of NK Cells as cancer treatment.
 Completed Clinical Trial, page 8

10. Please identify the party that c onducted the “Phase 1 clinical  trial of CNDO-109 activated
haploidentical NK cells conducted in the Unite d Kingdom” that you cite at the bottom of
page 8.
 Manufacturing, page 9

11. Please include in your disclosure all materi al terms of the service agreement you have
entered into with BioReliance.  In addition, please file this agreem ent as an exhibit to

Bobby W. Sandage, Jr., Ph.D. Coronado Biosciences, Inc.  August 9, 2011 Page 4

 your registration statement or pr ovide a legal analysis as to  why you are not required to
file it as an exhibit.
12. Please revise your disclosure to  indicate in the discussion of  your license agreement with
OvaMed that you are obligated to pay a r oyalty of 4% on net sales of CNDO-201 as
disclosed on page F-28 of your registration st atement.  With regard to your license
agreement with UCL, please provide the range of potential royalties that you will have to
pay based on net sales of CNDO-109.  In a ddition, for both of these license agreements,
please identify the percentage range of consid eration received from sublicensees that you
will be obligated to pay OvaMed and UCL.  Pl ease limit your disclosed royalties to a ten
percent range (e.g. “si ngle-digits,” “teens,”  “twenties”).
 Item 1A. Risk Factors, page 17

 General

13. Please include a risk factor describing the ma terial risks to your shareholders presented
by the anti-takeover provisions  that are present in your cer tificate of incorporation and
your by-laws, as well as by the restricti ons imposed on you by Section 203 of the
Delaware General Corporation Law, and how these provisions may prevent you from
entering into a merger or business combina tion that might benefit your stockholders.
 “Because we in-licensed our product candidates fr om third parties, any dispute with or non-
performance by us or by our licensors . . .,” page 17

14. Please provide a general descri ption of OvaMed’s material obligations under its license
agreement with the University of Iowa Re search Foundation and c onfirm whether there
has been any conflict, dispute, disagreem ent, or issue of non-performance under the
agreement.

“We intend to rely on third parties to conduct our clin ical trials.  If these third parties do not meet
our deadlines or otherwise conduct the trials as required . . .,” page 20

15. Please include in your Business section a si milar discussion as to how you intend to
utilize contract research organizatio ns to conduct clinical trials.
 “We may experience delays in the commencement of our clinical tria ls or in the receipt of date
from third parties…,” page 19

16. Please identify the third party sources you intend  to rely upon for precl inical, clinical and
quality data to support your IND submission.  Please also discuss the availability of this
data and any factors that may impact your acce ss to this data for inclusion in your IND
submission.

Bobby W. Sandage, Jr., Ph.D. Coronado Biosciences, Inc.  August 9, 2011 Page 5

 “We rely completely on OvaMed and other thir d parties to manufacture our preclinical and
clinical pharmaceutical supplies . . .,” page 21

17. Please note in this risk factor the extent  to which you are also reliant on ProgenitorTM
Cell Therapy, LLC and BioReliance for your supply of CNDO-109.
 “If we fail to attract and retain  key management and clinical development personnel…,” page 22

18. To the extent you have experienced problems attracting and retaining highly qualified
personnel in the recent past, please re vise to describe these problems.
 “We are a development stage company with a hist ory of operating losses that are expected to
continue . . .,” page 25

19. Please include in this risk factor the opera ting loss you have experienced in each of the
last three fiscal years.
  “We will need substantial additi onal funding and may be unable to raise capital when needed . .
.,” page 25

20. Please include in this risk factor your resear ch and development expenses for each of the
last three fiscal years.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
29
 Critical Accounting Policies and Use of Estimates, page 30

 R&D Expenses, page 33

21. You disclose research and development expe nse from inception to date by project.
Please expand this disclosure to quantify re search and development expense by project
for each period presented in the financial statements.
 Item 4.  Security Ownership of Certain Beneficial Owners and Management, page 40

22. In footnote 11 to your table, pl ease state the name(s) of th e individual(s) who has voting
or dispositive power over the shares held by Manche ster Securities Corp.

Bobby W. Sandage, Jr., Ph.D. Coronado Biosciences, Inc.  August 9, 2011 Page 6

 Item 6. Executive Compensation, page 45

 Non-Executive Director  Compensation, page 56

23. We note that the aggregate fair value for th e options awarded to Dr. Harvey, Mr. Lobell,
and Dr. Rosenwald, appear to $1.56 while the ag gregate fair value of the options awarded
to Dr. Rowinsky appears to be $1.77.   Pleas e explain why the opti ons awarded to the
directors have different valu ations and confirm that the amounts reflected in your non-
executive director compensation table present the aggregate grant date fair value of the options awarded.
 Financial Statements

 Note 14. Stock-Based Compensation, page F-23

24. Please disclose the vesting period of the options granted as required by ASC 718-10-50-
2.  Confirm if the options granted to non-employ ees in 2010 were granted to directors.  If
the options were granted to directors tell us why you re-measure compensation expense
each period.  Reference the supporting authoritative literature.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Bobby W. Sandage, Jr., Ph.D. Coronado Biosciences, Inc.  August 9, 2011 Page 7

You may contact James Peklenk at (202) 551-3661 or Lisa Va njoske at (202) 551-3614 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Scot Foley at (202) 551-3383, Bryan P itko at (202) 551-3203 or  me at (202) 551-3715
with any other questions.
Sincerely,
   /s/ Bryan J. Pitko for
Jeffrey Riedler Assistant Director
  cc: Fran Stoller, Esq.
Loeb & Loeb LLP 345 Park Avenue  New York, NY 10154