UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2022, Fortress Biotech, Inc. (the “Company”) entered into an indemnification agreement (the “Indemnification Agreement”) with Lucy Lu, M.D., substantially similar to the Company’s standard form of officer and director indemnification agreement. The Indemnification Agreement provides for the indemnification of directors to the fullest extent permitted by Delaware law and the Company’s Bylaws for claims brought against them relating to their service on behalf of the Company, the advancement of expenses in connection with any such claim, and the process for seeking indemnification and the advancement of expenses. The form of Indemnification Agreement between Ms. Lu and the Company is attached as Exhibit 10.1 to this report and is incorporated by reference to this Item 1.01, and the foregoing description is qualified in its entirety by the provisions of the form of the Indemnification Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2022, the Board of Directors (the “Board”) of the “Company elected Lucy Lu, M.D. as a new member of the Board.
Dr. Lu previously served as the Executive Vice President and Chief Financial Officer of the Company from February 2012 to June 2017 and the President and Chief Executive Officer of the Company’s subsidiary Avenue Therapeutics, Inc. (“Avenue”) from July 2017 until March 2022. Prior to working in the biotech industry, Dr. Lu had 10 years of experience in healthcare-related equity research and investment banking. Additionally, Dr. Lu has served as a member of the Board of Directors of Veru, Inc. since 2021, a position she also held from 2016 to 2018, and has served as a member of the Board of Directors of Iventiva Healthcare Limited since 2018. From February 2007 through January 2012, Dr. Lu was a senior biotechnology equity analyst with Citigroup Investment Research. From 2004 until joining Citigroup, she was with First Albany Capital, serving as Vice President from April 2004 until becoming a Principal of the firm in February 2006. Dr. Lu holds an M.D. degree from the New York University School of Medicine and an M.B.A. from the Leonard N. Stern School of Business at New York University. Dr. Lu obtained a B.A. from the University of Tennessee’s College of Arts and Science.
There were no arrangements or understandings between Ms. Lu and any other person pursuant to which she was elected as a director. Ms. Lu will receive compensation based on the same policies as the Company’s other non-employee directors, which are described in the Company’s definitive proxy statement filed with the SEC on May 2, 2022. In her role as Chief Executive Officer of Avenue, Ms. Lu received $1,082,129 in total compensation in 2021 and $1,052,962.17 in 2022. A press release related to Dr. Lu’s appointment is attached as Exhibit 99.1 to this report and is incorporated by reference to this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit |
| Description |
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10.1 | ||
99.1 | Press release issued by Fortress Biotech, Inc., dated December 19, 2022. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document) |
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.
Fortress Biotech, Inc. | ||
(Registrant) | ||
Date: December 19, 2022 | ||
| By: | /s/ Lindsay A. Rosenwald, M.D. |
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| Lindsay A. Rosenwald, M.D. |
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| Chairman, President and Chief Executive Officer |