Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.





As described under Item 5.07 of this report, on June 17, 2021, the stockholders
of the Company voted at the 2021 Annual Meeting to approve amendment to the
Company's Amended and Restated Certificate of Incorporation to increase the
number of shares of common stock authorized for issuance by 20,000,000 shares,
bringing the total number of authorized shares of common stock to 170,000,000
shares (the "Authorized Shares Amendment").



On June 23, 2021, following the 2021 Annual Meeting, the Company filed a
certificate of amendment giving effect to the Authorized Shares Amendment with
the Secretary of State of the State of Delaware. A copy of the certificate of
amendment giving effect to the Authorized Shares Amendment is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated by reference in this
Item 5.03.

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


On June 17, 2021, the Company held its 2021 Annual Meeting of stockholders at
10:00 a.m. Eastern Time by means of an online virtual meeting platform.
Stockholders representing 73,584,058 shares of the Company's common stock, or
75.66%, of the 97,253,892 shares entitled to vote, were represented in person or
by proxy, constituting a quorum.



At the 2021 Annual Meeting, the following three proposals were approved: (i) the
election of eight directors to hold office until the 2021 annual meeting; (ii)
an amendment to Fortress's Amended and Restated Certificate of Incorporation to
increase the number of shares of common stock authorized for issuance by
20,000,000 shares from 150,000,000 shares to 170,000,000 shares; (iii) the
ratification of the appointment of BDO USA, LLP as Fortress's independent
registered public accounting firm for the year ending December 31, 2021. The
three proposals are described in detail in Fortress's definitive proxy statement
on Schedule 14A for the 2021 Annual Meeting filed with the SEC on April 30,

2021.



Proposal 1

The votes with respect to the election of eight directors to hold office until the 2022 annual meeting were as follows:





                                                                   Votes           % Voted          Broker
Director                      Votes For        % Voted For        Withheld        Withheld        Non-Votes
Lindsay A. Rosenwald, M.D.     52,412,097             97.84 %      1,157,875            2.16 %     20,014,086
Michael S. Weiss               50,141,156             93.60 %      3,428,816            6.40 %     20,014,086
Eric R. Rowinsky, M.D.         48,280,089             90.13 %      5,289,883            9.87 %     20,014,086
J. Jay Lobell                  37,484,820             69.97 %     16,085,152           30.03 %     20,014,086
Jimmie Harvey, Jr., M.D.       52,828,230             98.62 %        741,742            1.38 %     20,014,086
Dov Klein, C.P.A.              49,443,326             92.30 %      4,126,646            7.70 %     20,014,086
Malcolm Hoenlein               45,697,154             85.30 %      7,872,818           14.70 %     20,014,086
Kevin L. Lorenz, J.D.          49,404,316             92.22 %      4,165,656            7.78 %     20,014,086




Proposal 2




The vote with respect to the approval of an amendment to Fortress's Amended and
Restated Certificate of Incorporation to increase the number of shares of common
stock authorized for issuance by 20,000,000 shares from 150,000,000 shares to
170,000,000 shares was as follows:



 Total Votes For       Total Votes Against       Abstentions      Broker Non-Votes
     71,134,130              2,383,026               66,902                   0










Proposal 3



The vote with respect to the ratification of BDO USA, LLP as Fortress's
independent registered accounting firm for the year ending December 31, 2021 was
as follows:



 Total Votes For       Total Votes Against       Abstentions      Broker Non-Votes
     73,231,828                327,603               24,627                   0

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.

The following exhibits are filed as part of this report:





Exhibit
Number     Description

3.1 Certificate of Amendment to the Amended and Restated Certificate of


           Incorporation of Fortress Biotech, Inc.

104 Cover Page Interactive Data File (formatted in Inline XBRL and


           contained in Exhibit 101)

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