What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-28 compared with 2021-03-31 · 716 added, 1245 removed, 1055 unchanged (65% of the section changed)

22 unchanged sentences

Changes in Internal Controls over Financial Reporting.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In September 2021, a partner company email account was compromised by a third-party impersonator and payments intended for a vendor, approximating $9.5 million, were fraudulently re-directed into an individual bank account controlled by this third-party impersonator.

The impersonator had taken a number of steps to deceive our employees and reduce the likelihood of detection.

As a result of the foregoing, we identified a material weakness due to our internal controls having not been adequately designed to prevent or timely detect unauthorized cash disbursements.

Given the identification of the material weakness during September 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level.

In light of the above incident, our management took immediate action to remediate the material weakness, including enhancing and formalizing cash disbursement controls to prevent and timely detect unauthorized cash disbursements and significantly enhancing our information technology infrastructure and security measures.

Subsequent to the breach, management has remediated our controls and as of December 31, and we believe this material weakness has been remediated.

Except for the remediation efforts described above taken to address the material weakness, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

8 unchanged sentences

The information required by this Item is incorporated herein by reference from our Proxy Statement for our 2022 Annual Meeting of Stockholders.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) Financial Statements.

The following financial statements are filed as part of this report:

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firms (KPMG LLP, Short Hills, NJ;

Reports of Independent Registered Public Accounting Firms (BDO USA, Boston, MA;

Consolidated Balance Sheets

5 unchanged sentences

Exhibit Title

Amended and Restated Certificate of Incorporation of the Registrant.

First Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.

Second Amended and Restated Bylaws of the Registrant.

Second Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended.

Third Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc.

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10 (file No.

000-54463) filed with the SEC on July 15, 2011).

First Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10 (file No.

000-54463) filed with SEC on July 15, 2011) .

Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.7 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on October 31, 2013.

Second Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.8 of the Registrant’s Annual Report on Form 10-K (file No.

001-35366) filed with the SEC on March 14, 2014) .

Third Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.9 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on April 27, 2015) .

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on June 19, 2020).

Certificate of Amendment to the Certificate of Designations of Rights and Preferences of the Fortress Biotech, Inc.

9.375% Series A Cumulative Preferred Stock under the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc.

Form of Common Stock Certificate.

Certificate of Designation of Rights and Preferences 9.375% Series A Perpetual Preferred Stock.

Description of Securities of Fortress Biotech, Inc.

Form of Stock Option Award Agreement.

Amended and Restated Consulting Agreement, entered into as of January 1, 2019, by and between the Registrant and Eric Rowinsky.

Form of Indemnification Agreement by and between the Registrant and its officers and directors.

9.375% Series A Cumulative Redeemable Perpetual Preferred Stock under the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on June 19, 2020).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc.

dated June 23, 2021, incorporated herein by reference to the Form 8-K filed on June 23, 2021 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on June 23, 2020) .

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10 (file No.

000-54463) filed with the SEC on July 15, 2011) .

Certificate of Designation of Rights and Preferences 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on November 7, 2017) .

Description of Securities of Fortress Biotech, Inc (incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K (file No.

001-35366) filed with the SEC on March 31, 2021).

Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.9 of the Registrant’s Form 10 (file No.

001-54463) filed with the SEC on July 15, 2011).

Amended and Restated Consulting Agreement, entered into as of January 1, 2019, by and between the Registrant and Eric Rowinsky (incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K (file No.

001-35366) filed with the SEC on March 18, 2019).

Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.25 of the Registrant’s Form 10 (file No.

000-54463) filed with the SEC on August 24, 2011).

Exhibit Title

Fortress Biotech, Inc.

2012 Employee Stock Purchase Plan.

2012 Employee Stock Purchase Plan (incorporated by reference to Annex A of the Registrant’s Schedule 14A (file No.

001-35366) filed with the SEC on July 13, 2012).

Restricted Stock Issuance Agreement, dated as of February 2, 2014, by and between the Registrant and Michael S.

Weiss (incorporated by reference to Exhibit 10.55 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on February 26, 2014).

Restricted Stock Issuance Agreement, dated as of December 19, 2013, by and between the Registrant and Michael S.

Weiss (incorporated by reference to Exhibit 10.57 of the Registrant’s Annual Report on Form 10-K (file No.

001-35366) filed with the SEC on March 14, 2014).

Restricted Stock Issuance Agreement, dated as of December 19, 2013, by and between the Registrant and Lindsay A.

Rosenwald, M.D.#

Rosenwald, M.D (incorporated by reference to Exhibit 10.58 of the Registrant’s Annual Report on Form 10-K (file No.

001-35366) filed with the SEC on March 14, 2014).#

Form of Coronado Biosciences, Inc.

2013 Stock Incentive Plan Award Agreement (2013 Stock Incentive Plan).

2013 Stock Incentive Plan Award Agreement (2013 Stock Incentive Plan) (incorporated by reference to Exhibit 10.60 of the Registrant’s Form S-8 (file No.

333-194588) filed with the SEC on March 14, 2014).

Coronado Biosciences, Inc.

Deferred Compensation Plan for Directors, dated March 12, 2015.

Deferred Compensation Plan for Directors, dated March 12, 2015 (incorporated by reference to Exhibit 10.67 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on March 18, 2015).

Fortress Biotech, Inc.

2013 Stock Incentive Plan, as amended.

Exhibit Title

2013 Stock Incentive Plan, as amended (incorporated by reference to Appendix A of the Registrant’s Schedule 14-A (file No.

001-35366) filed with the SEC on June 4, 2015).

Restricted Stock Unit Award Agreement between Fortress Biotech, Inc.

and George Avgerinos effective July 15, 2015.#

Form of Common Stock Purchase Warrant in favor of National Securities Corporation.

and George Avgerinos effective July 15, 2015 (incorporated by reference to Exhibit 10.70 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on July 17, 2015).#

Form of Common Stock Purchase Warrant in favor of National Securities Corporation (incorporated by reference to Exhibit 10.35 of the Registrant’s Quarterly Report on Form 10-Q (file No.

001-35366) filed with the SEC on May 10, 2017) .

Fortress Biotech, Inc.

2012 Employee Stock Purchase Plan, as amended.

2012 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.38 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on June 12, 2017) .

Fortress Biotech, Inc.

Amended and Restated Long-Term Incentive Plan.

Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.39 of the Registrant’s Current Report on Form 8-K (file No.

001-35366) filed with the SEC on June 12, 2017) .

Stock Purchase and Merger Agreement, dated as of November 12, 2018, by and between Avenue Therapeutics, Inc., InvaGen Pharmaceuticals Inc.

and Madison Pharmaceuticals Inc.

and Madison Pharmaceuticals Inc (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No.