UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
Alexion Therapeutics closes its purchase of Caelum Biosciences
As previously disclosed on September 28, 2021, Alexion Therapeutics, Inc. (“Alexion”) exercised its option to purchase 100% of the equity securities of Caelum Biosciences, Inc. (“Caelum”), a Fortress Biotech, Inc. (“Fortress”) partner company, pursuant to that certain Development, Option and Stock Purchase Agreement (as amended, the “DOSPA”) by and among Caelum, Alexion, Fortress, and the Caelum security holders party thereto.
On October 6, 2021, the parties announced the closing of Alexion’s acquisition of Caelum for the agreed option exercise price of approximately $150 million, of which distributions will be made to all existing Caelum stockholders. The DOSPA further provides for the following additional payments to Caelum stockholders, totaling up to $350 million, contingent upon the achievement of the applicable regulatory and commercial milestones:
| · | $75 million upon Biologics License Application approval of CAEL-101; |
| · | $50 million upon CAEL-101 attaining $250 million in annual net sales; |
| · | $50 million upon CAEL-101 attaining $500 million in annual net sales; |
| · | $75 million upon CAEL-101 attaining $750 million in annual net sales; and |
| · | $100 million upon CAEL-101 attaining $1 billion in annual net sales. |
Fortress is eligible to receive approximately 43% of all proceeds from the transaction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
| Exhibit Number |
|
Description |
| 99.1 | Press Release issued by Fortress Biotech, Inc., dated October 6, 2021. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fortress Biotech, Inc. | ||
| (Registrant) | ||
| Date: October 6, 2021 | By: | /s/ Lindsay A. Rosenwald, M.D. |
| Lindsay A. Rosenwald, M.D. | ||
| Chairman, President and Chief Executive Officer | ||