UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 23, 2024

Fortress Biotech, Inc.

(Exact Name of Registrant as Specified in Charter)

(781) 652-4500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12 (b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).      ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 of this Current Report on Form 8-K (the “Current Report”), on May 23, 2024, the stockholders of Fortress Biotech, Inc. (the “Company” or “Fortress”) voted at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to: (i) approve an amendment (the “Incentive Plan Amendment”) to the Company’s 2013 Stock Incentive Plan (the “Incentive Plan”) to increase the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable thereunder by 10,000,000 shares and increase the annual share limit for participants pursuant to grants of stock options and stock appreciation rights, (ii) approve an amendment (the “ESPP Amendment”) to the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of the Company’s common stock issuable thereunder by 1,000,000 shares and increase the number of shares eligible for purchase during an “Offering,” and (iii) approve an amendment (the “LTIP Amendment” and together with the Incentive Plan Amendment and the ESPP Amendment, the “Plan Amendments”) to the Company’s Amended and Restated Long Term Incentive Plan (“LTIP”) to extend the term of the plan to July 15, 2035 and to make certain related changes.

The Company’s Board of Directors previously approved the Plan Amendments subject to stockholder approval at the 2024 Annual Meeting. The Plan Amendments became effective at the time of stockholder approval.

Copies of the Incentive Plan Amendment, the ESPP Amendment and the LTIP Amendment are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report and are incorporated by reference in this Item 5.02. The material terms of the Incentive Plan, the ESPP and the LTIP, each as so amended, are described in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting (the “2024 Proxy Statement”) filed with the Securities and Exchange Commission on April 5, 2024.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2024, the Company held the 2024 Annual Meeting at 10:00 a.m. Eastern Time by means of an online virtual meeting platform.

At the 2024 Annual Meeting, the following five proposals were approved: (i) the election of eight directors to hold office until the 2025 annual meeting of stockholders or until such director resigns or is removed from office; (ii) the ratification of the appointment of KPMG LLP as Fortress’s independent registered public accounting firm for the year ending December 31, 2024; (iii) an amendment to the Incentive Plan to increase the number of shares of the Company’s common stock issuable thereunder by 10,000,000 shares and increase the annual share limit for participants pursuant to grants of stock options and stock appreciation rights; (iv) an amendment to the ESPP to increase the number of shares of the Company’s common stock issuable thereunder by 1,000,000 shares and increase the number of shares eligible for purchase during an “Offering”; and (v) an amendment to the LTIP to extend the term of the plan to July 15, 2035 and to make certain related changes. The five proposals are described in detail in the 2024 Proxy Statement.

Proposal 1

The votes with respect to the election of eight directors to hold office until the 2025 annual meeting of stockholders were as follows:

Proposal 2

The vote with respect to the ratification of KPMG LLP as Fortress’s independent registered accounting firm for the year ending December 31, 2024 was as follows:

Proposal 3

The vote with respect to the approval of an amendment to Fortress’s Incentive Plan was as follows:

Proposal 4

The vote with respect to the approval of an amendment to Fortress’s ESPP was as follows:

Proposal 5

The vote with respect to the approval of an amendment to Fortress’s LTIP was as follows:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.