Fortress Biotech, Inc. 10-K

Item 3. Legal Proceedings In November 2020, a purported securities class action complaint was filed in the U.S. District Court for the Eastern District of New York, putatively on behalf of all shareholders who purchased or otherwise acquired Fortress securities between December 11, 2019 and October 9, 2020 (the “Class Period”), and who were allegedly damaged in connection therewith. The case is captioned Cushman v. Fortress Biotech, Inc., et al. , Case No. 1:20-cv-05767, and names as defendants the Company and two of our officers. The complaint alleges that, throughout the Class Period, the Company made false and/or misleading statements and/or failed to disclose various facts and circumstances with respect to a New Drug Application filed by Avenue Therapeutics, Inc., our partner company, regarding IV Tramadol, Avenue’s lead product candidate. The complaint alleges violations of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and seeks damages as well as attorneys’ fees, expert fees and other costs. The action is in the early stages of litigation, and the Company intends to vigorously contest the claims. ​ In addition, while not a legal proceeding, Avenue is aware of claims by Cipla and InvaGen that the conditions to the second closing of the Avenue merger cannot be met, something Avenue disagrees with, but may nevertheless lead to legal proceedings in the matter. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Late State Product Candidates – Intravenous (IV) Tramadol” on page [65]. ​ To our knowledge, there are no other legal proceedings pending against us, other than routine actions and administrative proceedings, and other actions not deemed material are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows. Item 4. Mine Safety Disclosures Not applicable. PART II