SEC Form SC 13G/A filed by Fortress Biotech Inc. (Amendment)

Nantahala Capital Management, LLC (“Nantahala”)

Wilmot B. Harkey

Daniel Mack (together the “Reporting Persons”)

130 Main St. 2^nd Floor

New Canaan, CT 06840

Nantahala is a Massachusetts limited liability company.

Each of Messrs. Harkey and Mack is a citizen of the United States of America.

Title of Class of Securities:

Common Stock, $0.001 par value (the “Shares”).

Item 2(e).

34960Q109

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) x A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

Amount Beneficially Owned:

As of December 31, 2023, Nantahala may be deemed to be the beneficial owner of 372,562 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.

Percent of Class:

As of December 31, 2023, each of the Reporting Persons may be deemed to be the beneficial owner of 4.2% of the total number of Shares outstanding (based upon information provided by the Issuer on Form 10Q filed November 14, 2023, there were 8,942,751 Shares outstanding of the Common Stock of – as of September 30, 2023).

Nantahala Capital Management, LLC

Each of Messrs. Harkey and Mack

By signing below each Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.