UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 22, 2015
|
|
FORTRESS BIOTECH, INC.
|
|
|
|
(Exact Name of Registrant as Specified in Charter)
|
|
|
Delaware
|
001-35366
|
20-5157386
|
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
3 Columbus Circle, 15
th
Floor, New York, New York
|
10019
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
Registrant’s Telephone Number, Including Area Code:
(781) 652-4500
|
|
|
|
Coronado Biosciences, Inc.
24 New England Executive Park, Burlington,
MA 01803
|
(Former name or former address, if changed since
last report.)
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:
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Effective April 22, 2015, Coronado Biosciences,
Inc. (the “Company”) amended its Amended and Restated Certificate of Incorporation, as amended (“Charter”)
to change its name to Fortress Biotech, Inc. The new CUSIP number for the Company’s common stock is 34960Q 109. The new trading
symbol for the Company’s common stock on NasdaqCM is “FBIO”, effective at the open of market on April 28, 2015.
A copy of the amendment to the Company’s
Charter as well as a copy of the press release regarding the aforementioned matters are attached to this Current Report on Form
8-K as Exhibits 3.9 and 99.1, respectively, and incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
3.9
|
|
Third Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended of Coronado Biosciences, Inc.
|
|
|
|
|
|
99.1
|
|
Press release dated April 27, 2015.
|
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.
|
|
|
|
|
Date: April 27, 2015
|
/s/ Lucy Lu
|
|
|
Name: Lucy Lu
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
Exhibit 3.9
THIRD CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED
OF
CORONADO BIOSCIENCES, INC.
Pursuant to Section 242
of the General Corporation Law of the State of Delaware, Coronado Biosciences, Inc. a corporation organized and existing under
the General Corporation Law of the State of Delaware (the “
DGCL
”), does hereby certify and set forth
as follows:
1. The name of the corporation
is Coronado Biosciences, Inc. (the “
Corporation
”).
2
The Corporation’s
original Certificate of Incorporation was filed with the Delaware Secretary of State on June 28, 2006. An Amended and Restated
Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on April 21, 2010. A First Certificate
of Amendment of Amended and Restated Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State
on May 20, 2011. A Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Corporation was
filed with the Delaware Secretary of State on October 1, 2013.
3. Resolutions were
duly adopted by the Board of Directors of the Corporation setting forth a proposed amendment to the Amended and Restated Certificate
of Incorporation, (the “
Certificate of Amendment
”), and declaring such Third Certificate of Amendment
to be advisable and in the best interests of the Corporation and its stockholders.
4. The Certificate of
Amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as amended to be effected hereby is as
follows:
“ARTICLE I
The name of this Corporation
is Fortress Biotech, Inc. (the “
Corporation”
).”
5. This Third Certificate of Amendment will
be effective upon filing.
IN WITNESS WHEREOF
, said corporation
has caused this certificate to be signed this 22
nd
day of April, 2015.
|
|
CORONADO BIOSCIENCES, INC.
|
|
|
By:
|
/s/
Lindsay A. Rosenwald,
M.D.
|
|
|
|
Lindsay A. Rosenwald, M.D.,
|
|
|
|
President and Chief Executive Officer
|
Exhibit 99.1
CORONADO BIOSCIENCES CHANGES ITS NAME
TO FORTRESS BIOTECH
New NASDAQ stock ticker symbol to
be: FBIO
New York, NY – April 27, 2015
– Coronado
Biosciences, Inc., (NASDAQ: CNDO) today announced that it has changed its name to Fortress Biotech, Inc. The Company’s new
NASDAQ stock ticker symbol is FBIO, which will be effective at the open of market on Tuesday, April 28, 2015. In conjunction with
its corporate name change, the Company has redesigned its website, which is available at www.fortressbiotech.com.
Dr. Lindsay A. Rosenwald, Chairman and CEO of Fortress Biotech,
formerly Coronado Biosciences, stated, “We are very excited to re-brand the Company Fortress Biotech, which we believe better
reflects our new business plan which we began executing over the last year and we believe represents the future of the Company.
Over this past year, we launched
six
new companies with nine products and product candidates
under development ranging from pre-clinical to phase 3-ready. We look forward to continuing to execute our vision to develop a
diversified biopharmaceutical company with multiple products and multiple revenue streams.”
About Fortress Biotech (formerly Coronado Biosciences)
Fortress Biotech, Inc. (“Fortress” or “the
Company”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical and
biotechnology products. Fortress plans to develop and commercialize products that it acquires both directly as well as indirectly
by establishing subsidiary companies, also known as Fortress Companies. The Company will leverage its biopharmaceutical business
expertise and drug development capabilities to help the Fortress Companies achieve their goals. Additionally, the Company will
provide funding and management services to each of the Fortress Companies and from time to time the Company and the Fortress Companies
will seek licensing, partnerships, joint ventures, and/or public and private financings to accelerate and provide additional funding
to support their research and development programs. For more information, visit www.fortressbiotech.com.
Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements
include, but are not limited to, any statements relating to our growth strategy and product development programs and any other
statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are
subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock
price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our
growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and
maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our
dependence on third party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under
development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition;
as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward looking statements contained herein to reflect any change in our expectations or any changes
in events, conditions or circumstances on which any such statement is based, except as required by law.
Contact:
Lucy Lu, MD, Executive Vice President & Chief Financial
Officer
Fortress Biotech, Inc.
781-652-4525; ir@fortressbiotech.com