Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-35366 | ||
Entity Registrant Name | Fortress Biotech, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-5157386 | ||
Entity Address, Address Line One | 1111 Kane Concourse | ||
Entity Address, Address Line Two | Suite 301 | ||
Entity Address, City or Town | Bay Harbor Islands | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33154 | ||
City Area Code | 781 | ||
Local Phone Number | 652-4500 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 52,871,646 | ||
Entity Central Index Key | 0001429260 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Short Hills, NJ | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | FBIO | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 19,234,526 | ||
9.375% Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Trading Symbol | FBIOP | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 3,427,138 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 80,927 | $ 178,266 |
Accounts receivable, net | 15,222 | 28,208 |
Inventory | 10,206 | 14,159 |
Prepaid expenses and other current assets | 10,500 | 9,661 |
Total current assets | 117,022 | 230,432 |
Property, plant and equipment, net | 6,505 | 13,020 |
Operating lease right-of-use asset, net | 16,990 | 19,991 |
Restricted cash | 2,438 | 2,688 |
Intangible asset, net | 20,287 | 27,197 |
Other assets | 4,284 | 973 |
Total assets | 167,526 | 294,301 |
Current liabilities | ||
Accounts payable and accrued expenses | 73,562 | 97,446 |
Income taxes payable | 843 | 722 |
Common stock warrant liabilities | 886 | 13,869 |
Operating lease liabilities, short-term | 2,523 | 2,447 |
Partner company convertible preferred shares, short-term, net | 3,931 | 2,052 |
Partner company line of credit | 0 | 2,948 |
Partner company installment payments - licenses, short-term, net | 3,000 | 7,235 |
Other short-term liabilities | 163 | 996 |
Total current liabilities | 84,908 | 127,715 |
Notes payable, long-term, net | 60,856 | 91,730 |
Operating lease liabilities, long-term | 18,282 | 21,572 |
Partner company installment payments - licenses, long-term, net | 0 | 1,412 |
Other long-term liabilities | 1,893 | 1,847 |
Total liabilities | 165,939 | 244,276 |
Stockholders' equity (deficit) | ||
Cumulative redeemable perpetual preferred stock, $0.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 3,427,138 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively, liquidation value of $25.00 per share | 3 | 3 |
Common stock, $0.001 par value, 200,000,000 shares authorized, 15,073,445 and 7,366,283 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 15 | 7 |
Additional paid-in-capital | 717,396 | 675,944 |
Accumulated deficit | (694,870) | (634,233) |
Total stockholders' equity attributed to the Company | 22,544 | 41,721 |
Non-controlling interests | (20,957) | 8,304 |
Total stockholders' equity (deficit) | 1,587 | 50,025 |
Total liabilities and stockholders' equity (deficit) | 167,526 | 294,301 |
Related Party | ||
Current assets | ||
Other receivables - related party | $ 167 | $ 138 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock shares designated | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 3,427,138 | 3,427,138 |
Preferred Stock, shares outstanding | 3,427,138 | 3,427,138 |
Preferred Stock, liquidation preference per share | $ 25 | $ 25 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 15,093,053 | 7,366,283 |
Common Stock, shares outstanding | 15,093,053 | 7,366,283 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Product revenue, net | $ 59,662 | $ 70,995 |
Collaboration revenue | 5,229 | 1,882 |
Other revenue | 19,519 | 2,674 |
Net revenue | 84,513 | 75,743 |
Operating expenses | ||
Cost of goods sold - product revenue | 26,660 | 30,775 |
Research and development | 101,747 | 134,199 |
Research and development - licenses acquired | 4,324 | 677 |
Selling, general and administrative | 94,124 | 113,656 |
Asset impairment | 3,100 | |
Total operating expenses | 226,855 | 279,307 |
Loss from operations | (142,342) | (203,564) |
Other income (expense) | ||
Interest income | 3,003 | 1,398 |
Interest expense and financing fee | (15,315) | (13,642) |
Change in fair value of warrant liabilities | 4,424 | 1,129 |
Other income (expense) | (3,403) | 1,215 |
Total other income (expense) | (11,291) | (9,900) |
Loss before income tax expense | (153,633) | (213,464) |
Income tax expense | 521 | 449 |
Net loss | (154,154) | (213,913) |
Net loss attributable to non-controlling interests | 93,517 | 127,338 |
Net loss attributable to Fortress | (60,637) | (86,575) |
Preferred A dividends declared and paid | (8,032) | (8,032) |
Net loss attributable to common stockholders | $ (68,669) | $ (94,607) |
Net loss per common share attributable to common stockholders - basic | $ (8.47) | $ (15.97) |
Net loss per common share attributable to common stockholders - diluted | $ (8.47) | $ (15.97) |
Weighted average common shares outstanding - basic | 8,110,906 | 5,924,967 |
Weighted average common shares outstanding - diluted | 8,110,906 | 5,924,967 |
Related Party [Member] | ||
Revenue | ||
Revenue - related party | $ 103 | $ 192 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interests | Total |
Balance at Dec. 31, 2021 | $ 3 | $ 7 | $ 656,127 | $ (547,463) | $ 117,203 | $ 225,877 |
Balance (in shares) at Dec. 31, 2021 | 3,427,138 | 6,762,368 | ||||
Stock-based compensation expense | 22,987 | 22,987 | ||||
Issuance of common stock related to equity plans | 174 | 174 | ||||
Issuance of common stock related to equity plans (in shares) | 327,586 | |||||
Issuance of common stock for at-the-market offering, net | 6,053 | 6,053 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 276,329 | |||||
Payment of Series A perpetual preferred stock dividends | (8,031) | (8,031) | ||||
Partner company's offering, net | 3,205 | 3,205 | ||||
Partner company's at-the-market offering, net | 16,370 | 16,370 | ||||
Partner company's exercise of options for cash | 142 | 142 | ||||
Partner company's exercise of warrants for cash | 148 | 148 | ||||
Partner company's reclassification of warrant liability to equity | 89 | 89 | ||||
Partner company's repurchase of stock | (1,105) | (1,105) | ||||
Partner company's stock adjustment | (29) | (29) | ||||
Issuance of common stock under partner company's ESPP | 206 | 206 | ||||
Partner company's dividends declared and paid | (749) | (749) | ||||
Partner company's net settlement of shares withheld for taxes | (1,698) | (1,698) | ||||
Partner company's warrants issued in conjunction with debt | 384 | 384 | ||||
Partner company's retained earnings adjustment | 195 | (195) | ||||
Partner company's redemption of preferred shares | (85) | (85) | ||||
Warrants | 384 | |||||
Non-controlling interest in partner companies | (18,439) | 18,439 | ||||
Net loss attributable to non-controlling interest | (127,338) | (127,338) | ||||
Net loss attributable to common stockholders | (86,575) | (86,575) | ||||
Balance at Dec. 31, 2022 | $ 3 | $ 7 | 675,944 | (634,233) | 8,304 | 50,025 |
Balance (in shares) at Dec. 31, 2022 | 3,427,138 | 7,366,283 | ||||
Stock-based compensation expense | 17,029 | 17,029 | ||||
Issuance of common stock related to equity plans (in shares) | 224,690 | |||||
Issuance of stock for public offerings, net | $ 7 | 22,078 | 22,085 | |||
Issuance of stock for public offerings, net (in shares) | 6,994,526 | |||||
Issuance of common stock for at-the-market offering, net | 2,041 | 2,041 | ||||
Issuance of common stock for at-the-market offering, net (in shares) | 224,003 | |||||
Common shares issued for dividend on partner company's convertible preferred shares | 266 | 266 | ||||
Common shares issued for dividend on partner company's convertible preferred shares (in shares) | 58,551 | |||||
Payment of Series A perpetual preferred stock dividends | (8,032) | (8,032) | ||||
Exercise of warrants for cash | $ 1 | 382 | 383 | |||
Exercise of warrants for cash (in shares) | 225,000 | |||||
Partner company's offering, net | 59,956 | 59,956 | ||||
Partner company's at-the-market offering, net | 4,620 | 4,620 | ||||
Warrant charge in conjunction with Oaktree debt | 272 | 272 | ||||
Partner company's exercise of options for cash | 121 | 121 | ||||
Issuance of common stock under partner company's ESPP | 178 | 178 | ||||
Partner company's dividends declared and paid | (736) | (736) | ||||
Issuance of partner company's common shares for research and development expenses | 1,240 | 1,240 | ||||
Partner company's redemption of preferred shares | (400) | (400) | ||||
Warrants | 0 | |||||
Deconsolidation/dissolution of subsidiary non-controlling interests | 6,693 | 6,693 | ||||
Non-controlling interest in partner companies | (57,563) | 57,563 | ||||
Net loss attributable to non-controlling interest | (93,517) | (93,517) | ||||
Net loss attributable to common stockholders | (60,637) | (60,637) | ||||
Balance at Dec. 31, 2023 | $ 3 | $ 15 | $ 717,396 | $ (694,870) | $ (20,957) | $ 1,587 |
Balance (in shares) at Dec. 31, 2023 | 3,427,138 | 15,093,053 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (154,154) | $ (213,913) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 2,230 | 3,109 |
(Gain) loss on sale of property and equipment | (1,466) | 255 |
Bad debt expense | 435 | 284 |
Amortization of debt discount | 3,032 | 2,065 |
Accretion of partner company convertible preferred shares | 757 | 0 |
Non-cash interest | 353 | 770 |
Loss on extinguishment of debt | 2,796 | 0 |
Amortization of acquired intangible assets | 3,767 | 4,277 |
Reduction in the carrying amount of operating lease right-of-use assets | 2,078 | 1,967 |
Stock-based compensation expense | 17,029 | 22,987 |
Issuance of partner company's common shares for research and development expenses | 1,240 | 0 |
Common shares issued/issuable for dividend on partner company's convertible preferred shares | 266 | 0 |
Change in fair value of partner companies' warrant liabilities | (4,424) | (1,129) |
Research and development - licenses acquired, expense | 3,085 | 642 |
Loss from deconsolidation/dissolution of subsidiaries | 4,127 | 0 |
Asset impairment loss | 3,143 | 0 |
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | ||
Accounts receivable | 12,551 | (5,380) |
Inventory | 3,953 | 1,744 |
Other receivables - related party | (29) | 540 |
Prepaid expenses and other current assets | (848) | (2,595) |
Other assets | (808) | 344 |
Accounts payable and accrued expenses | (24,382) | 8,349 |
Deferred revenue | 0 | (1,883) |
Income taxes payable | 121 | 377 |
Lease liabilities | (2,291) | (2,025) |
Other long-term liabilities | (786) | (186) |
Net cash used in operating activities | (128,225) | (179,401) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | (3,035) | (340) |
Purchase of property and equipment | (63) | (2,715) |
Proceeds from sale of property and equipment | 6,000 | 127 |
Other | (5) | 0 |
Acquisition of Vyne products | 0 | (20,000) |
Acquired intangible assets | (5,000) | 0 |
Net cash used in investing activities | (2,103) | (22,928) |
Cash Flows from Financing Activities: | ||
Payment of Series A perpetual preferred stock dividends | (8,032) | (8,031) |
Proceeds from issuance of common stock for public offering, net | 22,078 | 0 |
Proceeds from issuance of common stock for at-the-market offering, net | 2,041 | 6,053 |
Proceeds from issuance of common stock under ESPP | 0 | 174 |
Exercise of warrants for cash | 382 | 0 |
Proceeds from partner companies' ESPP | 178 | 206 |
Partner company's dividends declared and paid | (736) | (749) |
Partner company's redemption of preferred shares | (400) | (85) |
Proceeds from partner companies' sale of stock and warrants, net | 51,637 | 17,835 |
Proceeds from partner companies' at-the-market offering, net | 4,620 | 16,370 |
Proceeds from exercise of partner companies' options and warrants, net | 121 | 290 |
Partner company's net settlement of shares withheld for taxes | 0 | (1,698) |
Partner company's cash payout for reverse stock split fractional shares | 0 | (6) |
Payment of partner company's repurchase of stock | 0 | (1,105) |
Payment of partner company's deferred financing cost | 0 | (119) |
Repayment of partner company installment payments - licenses | (1,000) | (5,000) |
Proceeds from partner company convertible preferred shares | 854 | 2,533 |
Payment of debt issuance costs associated with partner company convertible preferred shares | (210) | (597) |
Proceeds from partner companies' long-term debt, net | 14,529 | 47,112 |
Repayment of partner companies' long-term debt | (50,375) | 0 |
Proceeds from partner company's line of credit | 28,000 | 5,000 |
Repayment of partner company's line of credit | (30,948) | (2,864) |
Net cash (used in) provided by financing activities | 32,739 | 75,319 |
Net decrease in cash and cash equivalents and restricted cash | (97,589) | (127,010) |
Cash and cash equivalents and restricted cash at beginning of period | 180,954 | 307,964 |
Cash and cash equivalents and restricted cash at end of period | 83,365 | 180,954 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 7,945 | 9,419 |
Cash paid (refunded) for income taxes | (55) | 858 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Conversion of partner company annual maintenance fee to a promissory note | 0 | 268 |
Partner company's unpaid intangible assets | 0 | 4,740 |
Unpaid partner company's debt offering cost | 0 | 1,058 |
Unpaid partner company's offering cost | 263 | 4 |
Partner company's retained earning adjustment | 0 | 195 |
Partner company's reclassification of warrant liability to equity | 0 | 89 |
Partner company derivative warrant liability associated with partner company convertible preferred shares | 33 | 90 |
Partner company's warrants issued in conjunction with debt | 0 | 384 |
Unpaid research and development licenses acquired | 50 | 325 |
Lease Liabilities arising from obtaining right-of-use assets | $ 923 | $ 2,953 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Description of Business | |
Organization and Description of Business | FORTRESS BIOTECH, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements 1. Organization and Description of Business Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holding and dividend and royalty revenue streams. Fortress works in concert with its extensive network of key opinion leaders to identify and evaluate promising products and product candidates for potential acquisition. The Company has executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center (“COH” or “City of Hope”), Fred Hutchinson Cancer Center, St. Jude Children’s Research Hospital (“St. Jude”), Dana-Farber Cancer Institute, Nationwide Children’s Hospital, Cincinnati Children’s Hospital Medical Center, Columbia University, the University of Pennsylvania, Mayo Foundation for Medical Education and Research (“Mayo Clinic”), AstraZeneca plc and Dr. Reddy’s Laboratories, Ltd. Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help the partners achieve their goals. Partner and subsidiary companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, sales transactions, and public and private financings. To date, four partner companies are publicly-traded, and three have consummated strategic partnerships with industry leaders, including AstraZeneca plc as successor-in-interest to Alexion Pharmaceuticals, Inc. (“AstraZeneca”) and Sentynl Therapeutics, Inc. (“Sentynl”). Our subsidiaries and partner companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates are: Avenue Therapeutics, Inc. (Nasdaq: ATXI, “Avenue”), Baergic Bio, Inc. (“Baergic”, a subsidiary of Avenue), Cellvation, Inc. (“Cellvation”), Checkpoint Therapeutics, Inc. (Nasdaq: CKPT, “Checkpoint”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Journey Medical Corporation (Nasdaq: DERM, “Journey” or “JMC”), Mustang Bio, Inc. (Nasdaq: MBIO, “Mustang”), Oncogenuity, Inc. (“Oncogenuity”) and Urica Therapeutics, Inc. (“Urica”). Aevitas Therapeutics, Inc. (“Aevitas”) was a consolidated subsidiary company until the sale of its primary asset to 4D Molecular Therapeutics in April 2023. As used throughout this filing, the words “we”, “us” and “our” may refer to Fortress individually, to one or more of its subsidiaries and/or partner companies, or to all such entities as a group, as dictated by context. Generally, “subsidiary” refers to a private Fortress subsidiary, “partner company” refers to a public Fortress subsidiary, and “partner” refers to an entity with whom one of the foregoing parties has a significant business relationship, such as an exclusive license or an ongoing product-related payment obligation. The context in which any such term is used throughout this document, however, may dictate a different construal from the foregoing. Reverse Stock Split On October 9, 2023, Fortress filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, to effect the 1 -for-15 Reverse Stock Split of the Company’s shares of Common Stock (the “Reverse Stock Split”). The Reverse Stock Split was approved on August 10, 2023, by the Company’s Board of Directors and by the Company’s stockholders at a special meeting held on October 9, 2023. As a result of the Reverse Stock Split, every 15 shares of the Company’s pre-reverse split Common Stock was combined and reclassified as one share of Common Stock. The proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as the result of payment for fractional shares. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have held a fractional share of Common Stock received a cash payment in lieu thereof. In addition, there was no change to the authorized capital of the Company as a result of the reverse Stock Split and the number of authorized shares of common stock remained 200,000,000 . All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock and warrants outstanding at October 10, 2023, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. Liquidity and Capital Resources Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities, from the sale of subsidiaries/partner companies, and the proceeds from the exercise of warrants and stock options. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and prepare regulatory filings and obtain regulatory approvals for its existing and new product candidates. The parent Company’s current cash and cash equivalents of $40.6 million are sufficient to fund the parent entity and private subsidiary operations for at least the next 12 months. However, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, sale of a partner companies, grants or other arrangements to develop and prepare regulatory filings and obtain regulatory approvals for the existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for the potential products, sales and marketing capabilities. If such funding is not available or not available on terms acceptable to the Company, the Company’s current development plans, and plans for expansion of its general and administrative infrastructure may be curtailed. Fortress also has the ability, subject to limitations imposed by Rule 144 of the Securities Act of 1933 and other applicable laws and regulations, to raise money from the sale of common stock of the public companies in which it has ownership positions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with GAAP. The Company’s consolidated financial statements include the results of the Company’s subsidiaries for which it has voting control but does not own 100% of the outstanding equity of the subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, but retains voting control, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on ownership interests as calculated quarterly for each subsidiary. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company’s significant estimates include, but are not limited to, provisions for product returns, coupons, rebates, chargebacks, discounts, allowances and distribution fees paid by Journey to certain wholesalers, inventory realization, valuation of intangible assets, useful lives assigned to long-lived assets and amortizable intangible assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, accrued expenses and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Revenue Recognition The Company records and recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company’s revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation – the delivery of product. The Company’s performance obligation to deliver products is satisfied at the point in time that the goods are received by the customer, which is when the customer obtains title to and has the risks and rewards of ownership of the products. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Many of the Company’s products sold are subject to a variety of deductions. Revenues are recorded net of provisions for variable consideration, including coupons, chargebacks, wholesaler fees, prompt pay discounts, specialty pharmacy discounts, managed care rebates, product returns, government rebates and other deductions customary to the pharmaceutical industry. Accruals for these provisions are presented in the consolidated financial statements as reductions to gross sales in determining net sales and as a contra asset within accounts receivable, net (if settled via credit) and other current liabilities (if paid in cash). Amounts recorded for revenue deductions can result from a complex series of judgements about future events and uncertainties and can rely heavily on estimates and assumptions. The following section briefly describes the nature of the Company’s provisions for variable consideration and how such provisions are estimated: Coupons Chargebacks and Government Chargebacks Wholesaler fees Specialty Pharmacy Discounts Managed Care Rebates Product Returns Collaboration Revenue The Company’s collaboration revenue includes service revenue, license fees and future contingent milestone-based payments. Collaboration revenue is recognized for contracted R&D services performed for its customers over time. The Company measures its progress using an input method based on the effort expended or costs incurred toward the satisfaction of the Company’s performance obligation. The Company estimates the amount of effort to be expended, including the time it will take to complete the activities, or the costs that may be incurred in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that is multiplied by the transaction price to determine the amount of revenue the Company recognizes each period. This approach requires the use of estimates and judgement. If the Company’s estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that is recognized in the current and future periods. Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3 Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. Segment Reporting The Company operates in two operating and reportable Cash and Cash Equivalents The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2023 and 2022, consisted of cash and certificates of deposit in institutions in the United States. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are currently adequately protected against credit risk. At times, portions of the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation (FDIC) limits, though the Company customarily invests a significant portion of its cash in Certificate of Deposit Account Registry Service (“CDARS”) accounts to maximize FDIC insurance coverage across its holdings. As of December 31, 2023, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. The Company’s cash equivalents and investments may comprise money market funds that are invested in U.S. Treasury obligations, corporate debt securities, U.S. Treasury obligations and government agency securities. The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Property and Equipment Computer equipment, furniture and fixtures and machinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the estimated useful lives or the term of the respective leases. Intangible Assets The Company’s finite-lived intangible assets consist of intangible assets acquired by Journey. Intangible assets are reported at cost, less accumulated amortization. Intangible assets with finite lives are amortized over their estimated useful lives, which represents the estimated life of the product. Amortization is calculated primarily using the straight-line method. During the ordinary course of business, the Company has entered into certain licenses and asset purchase agreements. Potential milestone payments for achieving sales targets or regulatory development milestones are recorded when it is probable of achievement. Upon a milestone payment being achieved, the milestone payment will be capitalized and amortized over the remaining useful life for approved products and expensed for milestones prior to FDA approval. Royalty payments are recorded as cost of goods sold as sales are recognized. Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets with finite useful lives, for impairment at least annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable (a “triggering event”). Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the long-lived asset in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the year ended December 31, 2023, Journey recorded an intangible asset impairment charge of $3.1 million during the year ended December 31, 2023. This non-cash charge was recorded to selling, general and administrative expenses on the consolidated statements of operations. The Company did not record any impairment loss on long-lived assets for the year ended December 31, 2022. Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of December 31, 2023, the Company had $2.4 million of restricted cash representing pledges to secure letters of credit in connection with certain office leases and an undertaking posted by Cyprium to secure potential damages in an injunctive proceeding. As of December 31, 2022, the Company had $2.7 million of restricted cash representing pledges to secure letters of credit in connection with certain office leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows as of the dates presented: December 31, 2023 2022 Cash and cash equivalents $ 80,927 $ 178,266 Restricted cash 2,438 2,688 Total cash and cash equivalents and restricted cash $ 83,365 $ 180,954 Inventories The Company’s inventory consists of raw materials, work-in-process and finished goods supporting Journey’s sales of dermatology products. Inventories are recorded at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company periodically reviews the composition of inventory in order to identify excess, obsolete, slow-moving or otherwise non-saleable items taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. If non-saleable items are observed and there are no alternate uses for the inventory, the Company records a write-down to net realizable value in the period that the decline in value is first recognized. The Company’s inventory reserves were $0.3 million and $0.4 million at December 31, 2023 and 2022, respectively. Accounts Receivable, Net The Company’s accounts receivable consists of amounts due from customers to Journey related to dermatological product sales and have standard payment terms. For certain customers, the accounts receivable for the customer are net of prompt payment or specialty pharmacy discounts. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. The Company reserves against accounts receivable for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The Company has historically not experienced significant credit losses. The allowance for doubtful accounts was $0.5 million and $0.4 million at December 31, 2023 and 2022, respectively. Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development Contingencies The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Leases The Company accounts for its leases under ASC 842, Leases In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company continues to account for leases in the prior period consolidated financial statements under ASC Topic 840, Leases Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeitures, which are recorded upon occurrence. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, as of December 31, 2023 and December 31, 2022, the Company has recorded a liability related to an uncertain tax position of $0.8 million and $0.7 million, respectively. The 2019 through 2021 tax years are the only periods subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. As of December 31, 2023 and December 31, 2022, the Company accrued interest related to uncertain tax positions of $0.1 million and approximately $32,000, respectively. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Net Loss Per Common Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing the net loss attributed to Fortress (less the Series A Preferred Dividend) by the weighted-average number of shares of Common Stock outstanding during the period, not including unvested restricted stock, and without consideration for Common Stock equivalents. Diluted net loss per share is the same as the basic loss per share due to net losses incurred in all periods. Non-Controlling Interests The Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on a quarterly calculation of ownership interests for each relevant subsidiary. Subsidiary preferred shares and Class A common shares, if issued, are included in the ownership calculation on a 1 :1 basis consistent with how the relevant contractual agreements provide for the allocation and distribution of earnings. These shares, if any, are convertible at Fortress’ election on a 1 :1 basis into common stock (with adjustments for stock splits, if any) and upon conversion would have the same voting rights as the common stock. Only preferred stock and Class A common stock held by Fortress have majority voting rights, which rights would terminate upon conversion into common stock. The Company allocates the subsidiaries’ net loss/income to the non-controlling interest on a quarterly basis, and the calculation of non-controlling interest ownership percentage is determined as the average of the prior quarter and the current quarter’s non-controlling ownership interest. The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of subsidiaries and/or partner companies Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Asset Purchase Agreements
Asset Purchase Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Collaboration and Stock Purchase Agreements | |
Collaboration and Stock Purchase Agreements | 3. Asset Purchase Agreements Aevitas Agreement with 4DMT On April 21, 2023, Aevitas entered into an Asset Purchase Agreement (the “4DMT APA”) with 4DMT under which 4DMT acquired Aevitas’ proprietary rights to its short-form human complement factor H (“sCFH”) asset for the treatment of complement-mediated diseases. Under the terms of the 4DMT APA, 4DMT will make cash payments totaling up to $140 million if certain late-stage development, regulatory and sales milestones are met with respect to sCFH. A range of single-digit royalties on net sales are also payable. In connection with the 4DMT APA, the preferred shares of Aevitas held by the Company converted to Aevitas common shares, at which point the Company no longer maintained voting control of Aevitas. As a result, the Company deconsolidated its holdings in Aevitas. In connection with this transaction, the Company recorded a loss on deconsolidation of Aevitas of $3.4 million during the year ended December 31, 2023 in other expense in the Consolidated Statement of Operations. Mustang Agreements with uBriGene (Boston) Biosciences, Inc. (“uBriGene”) On May 18, 2023, Mustang entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with uBriGene, as amended by a first amendment thereto, dated June 29, 2023, and further amended by a second amendment thereto, dated as of July 28, 2023 (collectively the “Amended Asset Purchase Agreement”), pursuant to which Mustang agreed, subject to the terms and conditions therein, to sell its leasehold interest in its cell processing facility located in Worcester, MA (the “Facility”) and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility to uBriGene. On July 28, 2023, the closing date, pursuant to the terms and conditions of the Amended Asset Purchase Agreement, Mustang completed the sale of Mustang’s assets primarily relating to the manufacturing and production of cell and gene therapies to uBriGene for base consideration of $6.0 million. Mustang recorded a gain of $1.5 million in connection with the sale of the assets and recorded approximately $0.3 million of the base consideration as deferred income, to be recognized upon the transfer of the lease. Certain assets, including Mustang’s lease of the Facility and related contracts did not transfer to uBriGene on the Closing date. uBriGene will be obligated to pay to Mustang a contingent amount of $5.0 million less certain severance obligations and payments payable in connection with the transfer of certain contracts related to the transferred assets, if Mustang, within two years of the closing date: (i) completes one or more issuances of equity securities in an aggregate gross amount equal to or greater than $10.0 million after the closing and (ii) obtains consent of the landlord to the proposed lease transfer within two years after the closing date. The Asset Purchase Agreement contemplates that Mustang will seek to procure the consent and approval of the landlord of the Facility, WCS-377 Plantation Street, Inc. (the “Landlord”), and the Landlord informed Mustang that it will not consider the lease transfer request until receipt of the final determination letter from with the U.S. Committee on Foreign Investment in the United States (“CFIUS”), although there can be no guarantee that, even if CFIUS does approve the below-described Facility Transaction, the Landlord will approve the lease transfer. In connection with the sale of its leasehold interest in the Facility and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility (the “Facility Transaction”) to uBriGene and an indirect, wholly owned subsidiary of uBriGene (Jiangsu) Biosciences Co., Ltd., a Chinese contract development and manufacturing organization, Mustang and uBriGene previously submitted a voluntary notice with CFIUS. The current 45-day review period will conclude no later than March 28, 2024. If CFIUS does not conclude its review by March 28, 2024, the proceeding will transition to a subsequent 45-day phase as CFIUS further investigates the Transaction. Unless and until the lease is transferred to uBriGene, Mustang will retain its facility lease and facility personnel, and will continue to occupy the leasehold premises and manufacture there its lead product candidates, including MB-106. As contemplated by the Amended Asset Purchase Agreement, on the Closing Date, Mustang and uBriGene entered into a Manufacturing Services Agreement (the “Manufacturing Services Agreement”). Under the Manufacturing Services Agreement, Mustang contracted uBriGene to manufacture Mustang’s lead product candidates, including MB-106, and Mustang committed to spend at least $8 million over a period of two years after the closing of the transaction to purchase manufacturing and related services (the “Manufacturing Services”) from uBriGene (the “Minimum Commitment”). Mustang paid uBriGene 25% of the Minimum Commitment at the time of signing of the Manufacturing Services Agreement and will pay the remainder of the Minimum Commitment over the following two years. Subject to Mustang’s payment of its Minimum Commitment, uBriGene will provide to Mustang a manufacturing rebate, payable in cash at the end of the second year of the Manufacturing Services Agreement term, for any amounts paid for Manufacturing Services in excess of the Minimum Commitment (but in no event will such rebate exceed $3 million). In connection with the Manufacturing Services Agreement, Mustang will provide uBriGene with the customary licenses to use intellectual property rights specific to Mustang’s cell and gene therapies to the extent reasonably necessary for uBriGene’s performance under the Manufacturing Services Agreement. Mustang intends to expense manufacturing costs under the Manufacturing Services Agreement and the sub-contracting Manufacturing Services Agreement, pursuant to which uBriGene contracted with Mustang to perform the Manufacturing Services to be performed by uBriGene under the Manufacturing Services Agreement and account for reimbursed costs associated with the agreements as an offset to such expense. For the year ended December 31, 2023, Mustang has expensed $4.1 million of manufacturing costs under the Manufacturing Services Agreement. In addition, as contemplated by the Asset Purchase Agreement, on the closing date, Mustang and uBriGene entered into a sub-contracting Manufacturing Services Agreement (the “Sub-Contracting CDMO Agreement”). Under the terms of the Sub-Contracting CDMO Agreement, Mustang will manufacture its lead product candidates, including MB-106, and may from time to time manufacture other products as requested by uBriGene. In addition, under the Sub-Contracting CDMO Agreement, Mustang and uBriGene agreed to establish a joint steering committee comprising two representatives from each of Mustang and uBriGene to review, discuss and decide on operational matters relating to the services to be performed by Mustang under such agreement, including matters relating to expenses. For the year ended December 31, 2023, Mustang received $2.4 million in reimbursed costs and has a receivable of $3.2 million associated with the Sub-Contracting CDMO Agreement. Because the Facility was not assigned to uBriGene within 120 days following July 28, 2023, so long as the lease has not been so assigned, uBriGene may deliver a notice to Mustang indicating its intention to enter into good faith negotiations (the “Repurchase Notice”) to provide for Mustang to repurchase the associated assets relating to the manufacturing and production of cell and gene therapies at the Facility, re-assume the transferred liabilities and resume all transferred operations. Upon receipt of such Repurchase Notice, Mustang and uBriGene have agreed to use our best commercial efforts to negotiate in good faith the terms of any such Repurchase Transaction. Cyprium Agreement with Sentynl On February 24, 2021, Cyprium entered into a development and asset purchase agreement (the “Sentynl APA”) with Sentynl, a U.S.-based specialty pharmaceutical company owned by the Zydus Group. Under the Sentynl APA, Sentynl provided $8.0 million of upfront development funding for Cyprium’s CUTX-101 program, with Cyprium remaining in control of development of such program; upon approval of the NDA for CUTX-101 by the FDA, Cyprium would be obligated to assign the NDA and certain other assets pertaining to the CUTX-101 program to Sentynl, after which point Sentynl would commercialize the drug and owe Cyprium royalties and regulatory and sales milestones. The Sentynl APA contained an alternative “Approval Deadline Transfer” mechanism pursuant to which, in the event that CUTX-101 NDA approval had not been obtained by September 30, 2023, then Sentynl could elect, during the subsequent 45-day period, to assume control over development of CUTX-101 by effecting a Closing under the Sentynl APA. Cyprium received notice of Sentynl’s election to effect the Approval Deadline Transfer during such 45-day period, and the Closing of such transfer occurred in December 2023. The Approval Deadline Transfer obligated Sentynl to pay Cyprium $4.5 million in connection with the Closing, which was received by Cyprium in December 2023 and recorded as collaboration revenue by Fortress in its consolidated statements of operations for the year ended December 31, 2023. There are no further obligations required by Cyprium in regards to the $4.5 million. Following such Closing, Sentynl is obligated to use commercially reasonable efforts to develop and commercialize CUTX-101, including the funding of the same. Additionally, Cyprium remains eligible to receive up to $129 million in aggregate development and sales milestones under the Agreement, and royalties on net sales of CUTX-101 as follows: (i) 3% of annual net sales up to $75 million; (ii) 8.75% of annual net sales between $75 million and $100 million; and (iii) 12.5% of annual net sales in excess of $100 million. Cyprium will retain 100% ownership over any FDA priority review voucher that may be issued at NDA approval for CUTX-101. With respect to the $8.0 million upfront payment from Sentynl received in 2021, the Company recognized revenue over the period in which the development activities occurred using an input method based upon the costs incurred to date in relation to the total estimated costs to complete the development activities. As of the date of the Approval Deadline Transfer, the revenue related to the upfront payment has been fully recognized. For the years ended December 31, 2023 and 2022, the Company recognized revenue from this arrangement of $0.7 million and $1.9 million, respectively. Avenue Agreements with InvaGen In November 2018, Avenue entered into a Stock Purchase and Merger Agreement (the “Avenue SPMA”) with InvaGen Pharmaceuticals Inc. In November 2021, Avenue delivered InvaGen notice of termination of the Avenue SPMA and in July 2022, Avenue entered into a Share Repurchase Agreement (the “Avenue SRA”) with InvaGen which closed in October 2022. In connection with the closing of the Avenue SRA, Avenue repurchased all the common shares of Avenue held by InvaGen, and all of the rights retained by InvaGen pursuant to the Stockholders Agreement entered into by and among Avenue, InvaGen and Fortress on November 12, 2018, were terminated. Under the Avenue SRA, Avenue agreed to pay InvaGen seven and a half percent (7.5%) of the proceeds from future financings, up to $4 million. In connection with the closing of financings that occurred in 2023 and 2022, Avenue made payments totaling $0.5 million to InvaGen. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Inventory | 4. Inventory Inventory consisted of the following: December 31, ($ in thousands) 2023 2022 Raw materials $ 4,640 $ 6,454 Work-in-process 884 395 Finished goods 4,987 7,739 Inventory reserve (305) (429) Total inventories $ 10,206 $ 14,159 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 5. Property and Equipment Fortress’ property and equipment consisted of the following: Useful Life December 31, ($ in thousands) (Years) 2023 2022 Computer equipment 3 $ 595 $ 739 Furniture and fixtures 5 1,017 1,387 Machinery & equipment 5 — 8,632 Leasehold improvements 15 13,175 13,175 Buildings 40 581 581 Construction in progress N/A 29 952 Total property and equipment 15,397 25,466 Less: Accumulated depreciation (8,892) (12,446) Property, plant and equipment, net $ 6,505 $ 13,020 Fortress’ depreciation expense for the years ended December 31, 2023 and 2022 was $2.2 million and $3.1 million, respectively, and was recorded in research and development, and selling, general and administrative expense in the Consolidated Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements Fair Value of Aevitas The Company valued its retained investment in Aevitas, as part of the deconsolidation of its holdings (see Note 3) in accordance with ASC Topic 820, Fair Value Measurements and Disclosures Common Stock Warrant Liabilities Warrants ($ in thousands) liabilities Balance at December 31, 2021 $ — Checkpoint Series A & B common stock warrants 7,640 Checkpoint placement agent warrants 278 Avenue common stock warrants 8,278 Urica placement agent warrants 90 Change in fair value of common stock warrants - Avenue (5,669) Change in fair value of common stock warrants - Checkpoint 3,252 Balance at December 31, 2022 13,869 Avenue common stock warrants 2,235 Urica placement agent warrants 33 Change in fair value of common stock warrants - Avenue (4,258) Change in fair value of common stock warrants - Checkpoint (7,924) Change in fair value of placement agent warrants - Urica 52 Exercise of common stock warrants - Checkpoint (3,121) Balance at December 31, 2023 $ 886 Checkpoint On December 16, 2022, Checkpoint closed on an offering for the sale of shares of its common stock and pre-funded warrants as part of a registered direct offering (the “December 2022 Registered Direct Offering”). The common stock and the pre-funded warrants were sold together with December 2022 Common Stock Warrants and placement agent warrants. Net proceeds to Checkpoint from the December 2022 Registered Direct Offering were $6.7 million after deducting commissions and other transaction costs (see Note 13). Checkpoint deemed the December 2022 common warrants and placement agent warrants to be classified as liabilities on the balance sheet as they contain terms for redemption of the underlying security that are outside its control. The common warrants and placement agent warrants were recorded at the time of closing at a fair value, determined by using the Black-Scholes model. As the total fair value of the common stock warrant liability exceeded the total net proceeds, no proceeds were allocated to the common stock and pre-funded warrants issued as part of this transaction. Checkpoint revalued the December 2022 common warrants and placement agent warrants at December 31, 2022 resulting in a fair value of $11.2 million. Checkpoint also revalued the December 2022 Common Stock Warrants and December 2022 Placement Agent Warrants at each reporting period in 2023, resulting in gains throughout the year. In February 2023, Checkpoint closed on an offering for the sale of shares of its common stock and pre-funded warrants as part of a registered direct offering (the “February 2023 Registered Direct Offering”). The common stock and pre-funded warrants were sold together with February 2023 Common Stock Warrants and placement agent warrants (collectively, the “February 2023 Common Stock Warrants”). The total gross proceeds from the February 2023 Registered Direct Offering were approximately $7.5 million with net proceeds of approximately $6.7 million after deducting approximately $0.8 million in commissions and other transaction costs. The February 2023 Common Stock Warrants and placement agent warrants met the criteria for equity classification. In October 2023, Checkpoint entered into an inducement offer letter agreement (the “October 2023 Inducement”) with a holder of certain of its existing warrants to exercise for cash an aggregate of 6,325,354 shares of the Checkpoint’s common stock at a reduced exercise price of $1.76 per share. The exercised warrants included the December 2022 Common Stock Warrants with an original exercise price of $4.075 per share and the February Common Stock Warrants with an original exercise price of $5.00 per share. These warrants were issued as part of the December 2022 Registered Direct Offering and February 2023 Registered Direct Offering. As part of the October 2023 Inducement, Checkpoint agreed to issue new unregistered Series A Warrants to purchase up to 6,325,354 shares of Common Stock and new unregistered Series B Warrants to purchase up to 6,325,354 shares of Common Stock (the October 2023 Common Stock Warrants”). Checkpoint also issued the placement agent warrants to purchase up to 379,521 shares of common stock with an exercise price of $2.20 per share. The total gross proceeds from the October 2023 Inducement were approximately $11.1 million with net proceeds of approximately $10.0 million after deducting approximately $1.1 million in commissions and other transaction costs. The October 2023 Common Stock Warrants and placement agent warrants met the criteria for equity classification. The December 2022 Common Stock Warrants, which were liability classified, were revalued on October 4, 2023 using Black-Scholes Model to calculate the difference in fair value as a result of the change in exercise price. The difference in fair value of $1.2 million was recorded as a loss on common stock warrant liabilities in the Consolidated Statements of Operations. The issuance of the October 2023 Common Stock Warrants was also considered as part of the cost of the inducement and were valued using Black-Scholes Model and allocated between the December 2022 Common Stock Warrants and The February 2023 Common Stock Warrants on a weighted basis. The approximately $7.7 million allocated to the December 2022 Common Stock Warrants was recorded as loss on common stock warrant liabilities in the Consolidated Statements of Operations with a corresponding offset to additional paid-in-capital. The February 2023 Common Stock Warrants, which were equity classified and treated under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity Checkpoint Warrant ($ in thousands) Liability Common stock warrant liabilities at December 31, 2021 $ - Issuance of Checkpoint common warrants 7,640 Issuance of placement agent warrants 278 Change in fair value of common stock warrant liabilities 3,252 Common Stock Warrant liabilities at December 31, 2022 11,170 Change in fair value of common stock warrant liabilities (7,924) Exercise of common stock warrants (3,121) Common Stock Warrant liabilities at December 31, 2023 $ 125 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: December 31, October 4, December 31, Checkpoint Warrants 2023 2023 2022 Exercise price $ 5.41 $ 1.76 $ 4.08 - 5.41 Volatility 96.4 % 91.4 - 99.6 % 82.4 - 89.4 % Expected life 4.0 0.7 - 4.2 1.5 - 5.0 Risk-free rate 3.8 % 4.7 - 5.4 % 4.0 - 4.7 % Avenue Avenue issued freestanding warrants to purchase shares of its common stock in connection with financing activities in October 2022 (the “October 2022 Warrants”) and January 2023 (the “January 2023 Warrants”, collectively the “Avenue Warrants”) (see Note 13). The Avenue Warrants are classified as liabilities on the balance sheet as they contain terms for redemption of the underlying security that are outside of its control. The October 2022 Warrants were valued using the Monte Carlo simulation approach. In connection with the Avenue January 2023 Registered Direct Offering (see Note 13) in January 2023, the down-round price protection feature was triggered and the exercise price for the October 2022 Warrants was permanently adjusted to $1.55, which was the offering price for the Avenue Registered Offering in January 2023. The Black-Scholes model was used to value the October 2022 Warrants and January 2023 Warrants as of December 31, 2023. For the year ended December 31, 2023, the decrease in the fair value of the Avenue Warrants resulted in a decrease in common stock warrant liabilities of $4.3 million, with an offsetting gain recorded in the Statements of Operations. Avenue Warrant ($ in thousands) Liability Common stock warrant liabilities at December 31, 2021 $ - Issuance of Avenue common warrants 8,278 Change in fair value of common stock warrant liabilities (5,669) Common Stock Warrant liabilities at December 31, 2022 2,609 Issuance of Avenue common warrants 2,235 Change in fair value of common stock warrant liabilities (4,258) Common Stock Warrant liabilities at December 31, 2023 $ 586 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Avenue warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: December 31, January 31 December 31 2023 2023 2022 Stock price $ 0.16 $ 1.38 $ 1.16 Risk-free interest rate 3.84 - 4.23 % 3.90 % 4.02 % Expected dividend yield — — — Expected term in years 2.1 - 3.8 3.00 4.78 Expected volatility 148 - 175 % 160 % 93 % Urica Urica’s contingently issuable placement agent warrants were issued in connection with Urica’s first close of their preferred offering in December 2022 (see Note 9). A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Urica’s warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: December 31, 2023 2022 Risk-free interest rate 3.93 % 3.94 % Expected dividend yield — — Expected term in years 0.5 1.5 Expected volatility 153.6 % 70.7 % At December 31, 2023 and 2022, the value of Urica’s contingent payment warrant was $0.2 million and $0.1 million, respectively, and was recorded on the consolidated balance sheet. |
License Acquired
License Acquired | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements | |
License Agreements | 7. License Agreements In accordance with ASC 730-10-25-1, Research and Development Avenue On February 28, 2023, Avenue entered into a license agreement with AnnJi Pharmaceutical Co. Ltd. ("AnnJi"), whereby Avenue obtained an exclusive license (the "AnnJi License Agreement") from AnnJi to the intellectual property rights pertaining to the molecule known as JM17, which activates Nrf1 and Nrf2, enhances androgen receptor degradation and underlies AJ201, a clinical product candidate currently in a Phase 1b/2a clinical trial in the U.S. for the treatment of SBMA, also known as Kennedy's Disease. Under the AnnJi License Agreement, in exchange for exclusive rights to the intellectual property underlying the AJ201 product candidates, Avenue agreed to pay $3.0 million, of which $2.0 million was paid on April 27, 2023 and $1 million was paid on September 8, 2023. The license provided under the AnnJi License Agreement is exclusive as to all oral forms of AJ201 for use in all indications (other than androgenetic alopecia and Alzheimer’s disease) in the United States, Canada, the European Union, the United Kingdom and Israel. The AnnJi License Agreement also contains customary representations and warranties and provisions related to confidentiality, diligence, indemnification and intellectual property protection. Avenue will initially be obligated to obtain both clinical and commercial supply of AJ201 exclusively through AnnJi. AnnJi retains the manufacturing rights for AJ201 and Avenue has the option to acquire those rights from AnnJi as described in the AnnJi License Agreement. Pursuant to the terms of the AnnJi License Agreement, Avenue was also obligated to issue two tranches of shares of its common stock and make additional payments including: reimbursement of payments up to $10.8 million in connection with the product’s Phase 1b/2a clinical trial (which AnnJi is currently administering with Joint Steering Committee Oversight before assigning the IND to Avenue upon such trial’s conclusion, and which is reflective of market pricing for the services to be received), up to $14.5 million in connection with certain development milestones pertaining to the first indication in the U.S., up to $27.5 million in connection with certain drug development milestones pertaining to additional indications and development outside the U.S., up to $165 million upon the achievement of certain net sales milestones ranging from $75 million to $750 million in annual net sales, and royalty payments based on a percentage of net sales ranging from mid-single digits to the low-double digits, which are subject to potential diminution in certain circumstances. In connection with the signing of the AnnJi License Agreement, Avenue issued 831,618 shares of its common stock to AnnJi (“First Tranche Shares”) and recognized expense of $0.9 million; and issued 276,652 shares of common stock (“Second Tranche Shares”), recorded at a fair value of $0.3 million, on September 26, 2023 upon enrollment of the eighth patient in the ongoing Phase 1b/2a SBMA clinical trial. Avenue and AnnJi entered into a Subscription Agreement, dated as of February 28, 2023, that provided for the issuance of First Tranche Shares which were issued March 30, 2023. In the event that the common stock of Avenue ceases to be traded on a national securities exchange, AnnJi has the right to sell the common stock of Avenue back to Avenue at a price of $2.10 per share, subject to the terms of the AnnJi License Agreement. Journey On August 31, 2023, Journey entered into a license agreement (the “New License Agreement”) with Maruho, whereby Journey agreed to grant an exclusive license to Maruho to develop and commercialize Qbrexza® for the treatment of primary axillary hyperhidrosis, in South Korea, Taiwan, Hong Kong, Macau, Thailand, Indonesia, Malaysia, Philippines, Singapore, Vietnam, Brunei, Cambodia, Myanmar and Laos (the “Territory”). Under the terms of the New License Agreement, in exchange for the exclusive rights to Qbrexza in the Territory and the amendment to the royalty payments associated with the Japanese license, Maruho paid $19.0 million to Journey as a non-refundable upfront payment. Prior to the date of the New License Agreement, Journey and Maruho were party to an existing exclusive amended and restated license agreement (the “First A&R License Agreement”), under which Maruho acquired exclusive license rights to Qbrexza® in Japan. In connection with Journey’s entry into the New License Agreement, Journey and Maruho also entered into the Second Amended and Restated Exclusive License Agreement (the “Second A&R License Agreement”), which supersedes the First A&R License Agreement. The Second A&R License Agreement contains modifications that remove Maruho’s obligation to pay Journey royalties on its net sales of Rapifort® (the Japanese equivalent of Qbrexza®) in Japan for sales occurring after October 1, 2023 and removes Maruho’s obligation to pay $10 million to Journey in the event that Maruho achieves net sales of at least ¥ 4 billion (yen) of Rapifort® during a single fiscal year. All other remaining potential milestone payment obligations, which aggregate to $45 million, remain in full force and effect. In June 2021, Journey entered a license, collaboration, and assignment agreement (the “DFD-29 Agreement”) to obtain global rights for the development and commercialization of a late-stage development modified release oral minocycline for the treatment of rosacea (“DFD-29”) with Dr. Reddy’s Laboratories, Ltd (“DRL”); provided, that DRL retained certain rights to the program in select markets including Brazil, Russia, India and China. Pursuant to the terms and conditions of the DFD-29 Agreement, Journey paid $10.0 million. Based on the development and commercialization of DFD-29, additional contingent regulatory and commercial milestone payments totaling up to $158.0 million may also become payable by Journey. Journey is required to pay royalties ranging from approximately ten percent to fifteen percent on net sales of the DFD-29 product, subject to certain reductions. Additionally, Journey was required to fund and oversee the Phase 3 clinical trials beginning upon the license of DFD-29 in 2021. The Phase 3 clinical trials substantially concluded in July 2023 upon Journey’s receipt of positive topline results from the trials. From inception to date Journey has incurred approximately $23.8 million in costs associated with the development of DFD-29. On March 31, 2021, Journey acquired global rights to Qbrexza®, a prescription cloth towelette to treat primary axillary hyperhidrosis in patients nine years of age or older. Journey is obligated to pay Dermira up to $144 million in the aggregate upon the achievement of certain sales milestones. The royalty structure for the agreement is tiered with royalties for the first two years ranging from approximately 40% to 30%. Thereafter for a period of eight years royalties are approximately 12.0% to 19.0%. Royalty amounts are subject to 50% diminution in the event of loss of exclusivity due to generic competition. Urica In May 2021, Urica entered into an exclusive license agreement with Fuji to develop dotinurad in North America, Europe, and the UK. Dotinurad is approved for the treatment of gout and hyperuricemia in Japan. The license agreement includes contingent regulatory and commercial milestone payments totaling up to $88 million with subsequent sales royalties ranging from approximately 7% to approximately 10% payable on net sales of dotinurad. Urica paid a $3.0 million milestone payment in December 2021 upon IND submission of dotinurad. In December 2022 Urica Therapeutics expanded its exclusive license agreement with Fuji for the development of dotinurad to include the Middle East and North Africa (“MENA”) and Turkey territories. The amendment to the exclusive license agreement included a one-time license amendment payment of $0.3 million. Partner Companies and Subsidiaries The Company’s partner companies and subsidiaries have also entered into other various license agreements with research institutions and medical centers. These license agreements include upfront payments which were expensed and various d evelopment milestone payments due upon achievement of various milestones which in the aggregate are approximately $439.5 million, of which $285.2 million relates to Mustang agreements. The license agreements also have sales-based milestone payments that total approximately $337.9 million. The agreements also include royalty payments on any future sales . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Intangible Assets | 8. Intangible Assets The Company’s finite-lived intangible assets consist of intangible assets acquired by Journey. During the year ended December 31, 2023, Journey experienced lower net product revenues and gross profit levels for its Ximino products. Based on these results, Journey revised the financial outlook and plans for its Ximino products. Journey assessed the revised forecast for Ximino and determined that this constituted a triggering event and the results of the analysis indicated the carrying amount was not expected to be recovered. Journey recorded an intangible asset impairment charge of $3.1 million during the year ended December 31, 2023. This non-cash charge was recorded to selling, general and administrative expenses on the consolidated statements of operations. The Company did not record any impairment loss on long-lived assets for the year ended December 31, 2022. Agreement with VYNE Therapeutics Inc. In January 2022, Journey entered into an agreement with VYNE Therapeutics, Inc. (“VYNE”) to acquire two FDA-Approved Topical Minocycline Products, Amzeeq (minocycline) topical foam, 4%, and Zilxi (minocycline) topical foam, 1.5%, and a Molecule Stabilizing Technology TM The VYNE Product Acquisition Agreement also provides for contingent net sales milestone payments. In the first calendar year in which annual sales reach each of $100 million, $200 million, $300 million, $400 million and $500 million, a one-time payment of $10 million, $20 million, $30 million, $40 million and $50 million, respectively, will be paid in that year only, per product, totaling up to $450 million. In addition, Journey will pay VYNE 10% of any upfront payment received by Journey from a licensee or sublicensee of the products in any territory outside of the United States, subject to exceptions for certain jurisdictions as detailed in the VYNE Product Acquisition Agreement. The following table summarizes the aggregate consideration transferred for the assets acquired by Journey in connection with the VYNE Product Acquisition Agreement: ($ in thousands) Aggregate Consideration Transferred Consideration transferred to VYNE at closing $ 20,000 Fair value of deferred cash payment due January 2023 4,740 Transaction costs 223 Total consideration transferred at closing $ 24,963 The fair value of the deferred cash payment was accreted to the $5.0 million January 2023 cash payment over a one-year period through interest expense. Journey made the $5.0 million deferred cash payment in January 2023. The following table summarizes the assets acquired in the VYNE Product Acquisition Agreement: ($ in thousands) Assets Recognized Inventory $ 6,041 Identifiable intangibles: Amzeeq 15,162 Zilxi 3,760 Fair value of net identifiable assets acquired $ 24,963 The intangible assets were valued using an income approach, while the inventory was valued using a final sales value less cost to dispose approach. In July 2020, Journey entered into an exclusive license and supply agreement for Accutane (the “Accutane Agreement”) with DRL. Pursuant to the Accutane Agreement, Journey agreed to pay $5.0 million, comprised of an upfront payment of $1.0 million paid upon execution, with additional milestone payments totaling $4.0 million. To date, Journey has paid all milestone payments. Three additional milestone payments totaling $17.0 million are contingent upon the achievement of certain net sales milestones. Journey is required to pay royalties in an amount equal to a low-double-digit percentage of net sales. The term of the Accutane Agreement is ten years and renewable upon mutual agreement. Each party may terminate the Accutane Agreement for an uncured material breach by the other party or for certain bankruptcy or insolvency related events. Journey may also terminate the Accutane Agreement without cause upon 180 days written notice to DRL. The table below provides a summary of intangible assets as of December 31, 2023 and 2022, respectively: Estimated Useful Year Ended December 31, ($ in thousands) Lives (Years) 2023 2022 Intangible assets – product licenses 3 to 9 $ 37,925 $ 37,925 Accumulated amortization (14,495) (10,728) Impairment loss (3,143) — Net intangible assets $ 20,287 $ 27,197 The future amortization of these intangible assets is as follows: Total ($ in thousands) Amortization December 31, 2024 $ 3,257 December 31, 2025 3,257 December 31, 2026 2,471 December 31, 2027 1,775 Thereafter 5,585 Sub-total $ 16,345 Asset not yet placed in service 3,942 Total $ 20,287 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 10. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: December 31, ($ in thousands) 2023 2022 Accounts payable $ 34,810 $ 57,244 Accrued expenses: Professional fees 1,681 1,693 Salaries, bonus and related benefits 8,531 9,772 Research and development 11,644 7,390 Research and development - license maintenance fees — 632 Research and development - milestones — 4,600 Accrued royalties payable 2,015 2,627 Accrued coupon and rebates 9,987 7,604 Return reserve 4,077 3,689 Accrued interest — 342 Other 817 1,853 Total accounts payable and accrued expenses $ 73,562 $ 97,446 |
Debt and Interest
Debt and Interest | 12 Months Ended |
Dec. 31, 2023 | |
Debt and Interest | |
Debt and Interest | 9. Debt and Interest Debt Total debt consists of the following: December 31, ($ in thousands) 2023 2022 Interest rate Maturity Oaktree Note $ 50,000 $ 50,000 11.0 % August - 2025 SWK Term Loan 15,000 — 15.1 % December - 2027 EWB Term Loan — 20,000 10.2 % January - 2026 Runway Note — 31,050 13.8 % April - 2027 Less: Discount on notes payable (4,144) (9,320) Total notes payable $ 60,856 $ 91,730 Oaktree Note On August 27, 2020 (the “Oaktree Closing Date”), Fortress, as borrower, entered into the $60.0 million senior secured credit agreement with Oaktree (the “Oaktree Agreement” and the debt thereunder, the “Oaktree Note”) with Oaktree Fund Administration, LLC and the lenders from time-to-time party thereto (collectively, “Oaktree”) The Oaktree Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, affiliate transactions, investments, acquisitions, mergers, dispositions, prepayment of permitted indebtedness, and dividends and other distributions, subject to certain exceptions. These affirmative and negative covenants apply in different instances to Fortress itself, its private subsidiaries, its public subsidiaries, or certain combinations of the foregoing. The limitations on dividends and other distributions have the practical effect of preventing any further issuances by the Company or its private subsidiaries of equity securities with cash dividends or redemption features. In addition, the Oaktree Agreement contains certain financial covenants, including, among other things, (i) maintenance of minimum liquidity and (ii) a minimum revenue test that requires Journey’s annual revenue to be equal to or to exceed annual revenue projections set forth in the agreement. Failure by the Company or Journey, as applicable, to comply with the financial covenants will result in an event of default, subject to certain cure rights of the Company. The Company was in compliance with all applicable covenants under the Oaktree Note as of December 31, 2023. The Oaktree Agreement contains customary events of default, in certain circumstances subject to customary cure periods. These events of default apply in different instances to Fortress itself, its private subsidiaries, its public subsidiaries, or a certain combination of the foregoing. Following an event of default and any cure period, if applicable, the Agent will have the right upon notice to accelerate all amounts outstanding under the Oaktree Agreement, in addition to other remedies available to the lenders as secured creditors of the Company. The Oaktree Agreement grants a security interest in favor of the Agent, for the benefit of the lenders, in substantially all of the Company’s assets (consisting principally of the Company’s shareholdings in, and in some cases debt owing from, its subsidiaries and partner companies) as collateral securing the Company’s obligations under the Oaktree Agreement, except for: (i) certain interests in controlled foreign corporation subsidiaries of the Company; (ii) the Company’s holdings in Avenue; and (iii) those portions of the Company’s holdings in certain subsidiaries and partner companies that are encumbered by pre-existing equity pledges to certain of the Company’s officers. None of Fortress’ subsidiaries or partner companies is a party to the Oaktree Agreement, and the collateral package does not include the assets of any such subsidiaries or partner companies. Pursuant to the terms of the Oaktree Agreement, on the Oaktree Closing Date the Company paid Oaktree an upfront commitment fee equal to 3% of the $60.0 million, or $1.8 million. In addition, the Company paid a $35,000 Agency fee to the Agent, which was due on the Oaktree Closing Date and will be due annually, together with fees of $2.5 million directly to third parties involved in the transaction, and issued warrants to Oaktree and certain of its affiliates to purchase up to 116,624 shares of common stock of the Company (see Note 13) with a relative fair value of $4.4 million. The Company recorded the fees totaling $8.7 million ($1.8 million to Oaktree, $2.5 million of expenses paid to third-parties and $4.4 million representing the relative fair value of the Oaktree Warrants) to debt discount, to be amortized over the term of the Oaktree Note. For the years ended December 31, 2023 and 2022, the Company amortized $2.1 million and $1.5 million, respectively, of debt discount associated with the Oaktree Note. SWK Term Loan On December 27, 2023 (the “SWK Closing Date”), Journey entered into a Credit Agreement with SWK Funding LLC (“SWK”). Beginning in February 2026, Journey is required to repay a portion of the outstanding principal of the Term Loans quarterly in an amount equal to 7.5% of the principal amount of funded Term Loans. If the total revenue of Journey, measured on a trailing twelve-month basis, is greater than $70.0 million as of December 31, 2025, principal repayment is not required until February 2027, at which point Journey is required to repay a portion of the outstanding principal of the Term Loans quarterly in an amount equal to 15% of the principal amount of funded Term Loans. Journey may at any time prepay the outstanding principal balance of the Term Loans in whole or in part. Prepayment of the Term Loans is subject to payment of a prepayment premium equal to (i) 2% of the Term Loans prepaid plus the amount of interest that would have been due through the first anniversary of the SWK Closing Date if the Term Loans are prepaid prior to the first anniversary of the SWK Closing Date, (ii) 1% of the Term Loans prepaid if the Term Loans are prepaid on or after the first anniversary of the SWK Closing Date but prior to the second anniversary of the SWK Closing Date, or (iii) 0% if prepaid thereafter. Upon repayment in full of the Term Loans, Journey will pay an exit fee equal to 5% of the original principal amount of the Term Loans. Additionally, Journey paid an origination fee of $0.2 million on the SWK Closing Date and incurred issuance costs of $0.2 million, both of which have been recorded as a debt discount. Journey is accreting the carrying value of the SWK Term Loan to the original principal balance plus the exit fee over the term of the loan using the effective interest method. The amortization of the discount is accounted for as interest expense in the Consolidated Statement of Operations. The SWK Credit Facility also includes both revenue and liquidity covenants, restrictions as to payment of dividends, and is secured by substantially all assets of Journey. As of December 31, 2023, Journey was in compliance with the financial covenants under the SWK Credit Facility. East West Bank Line of Credit and Long-Term Debt (“EWB Term Loan”) Journey was previously party to a Loan and Security Agreement, dated March 31, 2021 (as amended, the “EWB Facility”), with East West Bank (“EWB”), under which EWB made a $20.0 million term loan and a $10 million revolving line of credit available to Journey. In January 2022 and August 2022, Journey borrowed $15 million and $5 million, respectively, against the term loan. Mustang Runway Growth Finance Corp. Debt Facility (“Runway Note”) On April 11, 2023, the terminated upon receipt by Runway of a payoff amount of $30.4 million from Mustang comprising of principal, interest and the applicable final payment amount. A loss on extinguishment of $2.8 million was recorded to interest expense in the consolidated statement of operations for the year ended December 31, 2023. IDB Letters of Credit The Company has letters of credit (“LOC”) with one of its commercial banks, IDB Bank (“IDB”), of approximately $2.4 million and $2.7 million as of December 31, 2023 and December 31, 2022, respectively, securing rent deposits for lease facilities and an undertaking posted by Cyprium to secure potential damages in an injunctive proceeding. The Company’s LOC’s are secured by cash, which is included in restricted cash on the Company’s Consolidated Balance Sheet Urica 8% Cumulative Convertible Class B Preferred Offering In December 2022 and February 2023, Urica closed private offerings of its 8% Cumulative Convertible Class B Preferred Stock (the “Urica Preferred Stock”), at a price of $25.00 per share (“Subscription Price”) pursuant to which it sold a total of 135,494 shares of Preferred Stock for gross proceeds of $3.4 million, before deducting underwriting discounts and commissions and offering expenses of approximately $0.5 million (the “Urica Offering”). A non-cash contingent warrant value of $0.1 million was also recorded in debt discount (see Note 6). Dividends on the Urica Preferred Stock are payable monthly by Fortress in shares of Fortress Common Stock based upon a 7.5% discount to the average trading price over the 10-day period preceding the dividend payment date. Dividends are recorded as interest expense. For the year ended December 31, 2023, the Company recorded expense of $0.3 million associated with the Urica dividends owed on the outstanding Urica Preferred Stock. The shares mandatorily convert into Urica common stock upon either: (i) a qualified financing pursuant to which Urica raises at least $20 million in aggregate gross proceeds; or (ii) a sale of Urica (in each case, at a 20% discount to the lowest price per share at which Urica common stock is issued/sold in such transaction). Additionally, in the event that neither such a qualified financing nor a sale of Urica has occurred prior to June 27, 2024, then each holder of Urica Preferred Stock is eligible to receive, at Fortress’ election, one of: (x) a cash payment equal to the product of the Subscription Price and the number of shares of Urica Preferred Stock held by such holder; (y) a number of shares of Fortress common stock equal to the Fortress Share Exchange Amount; or (z) a combination of the foregoing (in each case plus cash in lieu of any fractional shares, plus cash in lieu of accumulated and unpaid dividends otherwise payable in Fortress shares up to the conversion/exchange date). The Urica Preferred Shares have no voting rights and have liquidation rights on parity with all equity securities issued by Urica, and junior to all equity securities issued by Urica with terms outlining senior rank and current and future indebtedness. The Company evaluated the terms of the Urica Preferred Offering under ASC 480, Distinguishing Liabilities from Equity, and determined the instrument met the criteria to be recorded as a liability. The value at conversion does not vary with the value of Urica’s common shares, therefore the settlement provision would not be considered a conversion feature. Accordingly, the Company determined liability classification is appropriate and as such, this instrument was accounted for as a liability. Harley Capital LLC (“Harley”) was the primary placement agent for the Urica Offering and received a 10 % fee on gross proceeds raised, plus either warrants to purchase 10% of the Urica common stock into which the Urica Preferred Stock converts (in the event of a sale of Urica or a qualified financing) or 10% of the Company common stock for which the Urica Preferred Stock is exchanged (in the event neither a sale of Urica nor a qualified financing occurs), in addition to reimbursement of legal and other expenses (see Note 6). Interest Expense The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest and amortization of the debt discount and amortization of fees represents fees associated with loan transaction costs, amortized over the life of the loan: Year Ended December 31, 2023 2022 ($ in thousands) Interest Fees Total Interest Fees Total Oaktree Note 5,561 2,073 7,634 5,561 1,532 7,093 Partner company convertible preferred shares 1,023 503 1,526 — — — Partner company installment payments - licenses 353 — 353 770 — 770 Partner company notes payable 1 4,856 492 5,348 4,021 533 4,554 Other 122 332 454 65 — 65 Total Interest Expense and Financing Fee $ 11,915 $ 3,400 $ 15,315 $ 10,417 $ 2,065 $ 12,482 Note 1: Imputed interest expense related to Ximino, Accutane, Anti-itch product license and VYNE product licenses (see Note 8); includes loss on extinguishment of $2.8 million recorded by Mustang related to payoff of the Runway Note on April 11, 2023 . |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Non-Controlling Interests | |
Non-Controlling Interests | 11. Non-Controlling Interests On April 21, 2023, Aevitas ceased to be a controlled Fortress entity and as such is no longer consolidated (see Note 3). Fortress’ ownership in Baergic was transferred to Avenue as of November 7, 2022 (see Note 14). Tamid was dissolved in the year ended December 31, 2023 due to inactivity. The Company’s ownership interest in its consolidated subsidiaries in 2023 was similar to 2022, except for Checkpoint which decreased from 18% to 9% and Journey, which decreased from 56% to 50%. |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss per Common Share | |
Net Loss per Common Share | 12. Net Loss per Common Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing the net loss attributed to Fortress (less the Series A Preferred dividends) by the weighted-average number of shares of Common Stock outstanding during the period, not including unvested restricted stock, and without consideration for Common Stock equivalents. Diluted net loss per share is the same as the basic loss per share due to net losses in all periods. The Company updated its presentation of net loss attributable to common stockholders and its net loss per share as an immaterial correction to reflect the preferred stock dividend of $2.0 million per quarter. The statement of changes in stockholders’ equity (deficit) and statement of cash flows reflected the dividend and as such are not impacted by this change in presentation. For the year ended December 31, 2022, in addition to being retroactively adjusted to give effect to the Reverse Stock Split (see Note 1), the net loss attributable to Fortress increased from ($86.6) million to ($94.6) million and the net loss per share increased from ($14.61) to ($15.97) per share to reflect the preferred stock dividend. The following shares of potentially dilutive securities, weighted during the years ended December 31, 2023 and 2022 have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be anti-dilutive: Year Ended December 31, 2023 2022 Warrants to purchase Common Stock 873,065 233,057 Options to purchase Common Stock 32,601 48,317 Unvested Restricted Stock 1,362,880 1,225,000 Unvested Restricted Stock Units 151 2,608 Total 2,268,697 1,508,982 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity Reverse Stock Split On October 9, 2023, Fortress filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, to effect the 1 -for-15 Reverse Stock Split of the Company’s shares of Common Stock. The Reverse Stock Split was approved on August 10, 2023, by the Company’s Board of Directors and by the Company’s stockholders at a special meeting held on October 9, 2023. As a result of the Reverse Stock Split, every 15 shares of the Company’s pre-reverse split Common Stock was combined and reclassified as one share of Common Stock. The proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as the result of payment for fractional shares. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have held a fractional share of Common Stock received a cash payment in lieu thereof. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated. Proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted stock and warrants outstanding at October 10, 2023, which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. Common Stock Fortress’ Certificate of Incorporation, as amended, authorizes the Company to issue 200,000,000 shares of $0.001 par value Common Stock of which 15,093,053 and 7,366,283 shares of Common Stock were outstanding as of December 31, 2023 and 2022, respectively. The terms, rights, preference and privileges of the Common Stock are as follows: Voting Rights Each holder of Common Stock is entitled to one vote per share of Common Stock held on all matters submitted to a vote of the stockholders, including the election of directors. The Company’s certificate of incorporation and bylaws do not provide for cumulative voting rights. Dividends Subject to preferences that may be applicable to any then outstanding Preferred Stock, the holders of the Company’s outstanding shares of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s Board of Directors out of legally available funds. Liquidation In the event of the Company’s liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock. Rights and Preference Holders of the Company’s Common Stock have no preemptive, conversion or subscription rights, and there is no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company’s Preferred Stock that are or may be issued. Series A Cumulative Redeemable Perpetual Preferred Stock On October 26, 2017, the Company designated 5,000,000 shares of $0.001 par value preferred stock as Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). As of December 31, 2023 and 2022, 3,427,138 shares of Series A Preferred Stock were issued The terms, rights, preference and privileges of the Series A Preferred Stock are as follows: Voting Rights Except as may be otherwise required by law, the voting rights of the holders of the Series A Preferred Stock are limited to the affirmative vote or consent of the holders of at least two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock outstanding at the time in connection with the: (1) authorization or creation, or increase in the authorized or issued amount of, any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassification of any of the Company’s authorized capital stock into such shares, or creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase any such shares; or (2) amendment, alteration, repeal or replacement of the Company’s certificate of incorporation, including by way of a merger, consolidation or otherwise in which the Company may or may not be the surviving entity, so as to materially and adversely affect and deprive holders of Series A Preferred Stock of any right, preference, privilege or voting power of the Series A Preferred Stock. Dividends Dividends on Series A Preferred Stock accrue daily and will be cumulative from, and including, the date of original issue and shall be payable monthly at the rate of 9.375% per annum of its liquidation preference, which is equivalent to $2.34375 per annum per share. The first dividend on Series A Preferred Stock sold in the offering was payable on December 31, 2017 (in the amount of $0.299479 per share) to the holders of record of the Series A Preferred Stock at the close of business on December 15, 2017 and thereafter for each subsequent quarter in the amount of $0.5839375 per share. The Company recorded approximately $8.0 million and $8.0 million of dividends in Additional Paid in Capital on the Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively. No Maturity Date or Mandatory Redemption The Series A Preferred Stock has no maturity date, and the Company is not required to redeem the Series A Preferred Stock. Accordingly, the Series A Preferred Stock will remain outstanding indefinitely unless the Company decides to redeem it pursuant to its optional redemption right or its special optional redemption right in connection with a Change of Control (as defined below), or under the circumstances set forth below under “Limited Conversion Rights Upon a Change of Control” and elect to convert such Series A Preferred Stock. The Company is not required to set aside funds to redeem the Series A Preferred Stock. Optional Redemption The Series A Preferred Stock may be redeemed in whole or in part (at the Company’s option) any time on or after December 15, 2022, upon not less than 30 days nor more than 60 days’ written notice by mail prior to the date fixed for redemption thereof, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. As of December 31, 2023, no Series A Preferred Stock shares have been redeemed. Special Optional Redemption Upon the occurrence a Change of Control (as defined below), the Company may redeem the shares of Series A Preferred Stock, at its option, in whole or in part, within one hundred twenty (120) days of any such Change of Control, for cash at $25.00 per share, plus accumulated and unpaid dividends (whether or not declared) to, but excluding, the redemption date. If, prior to the Change of Control conversion date, the Company has provided notice of its election to redeem some or all of the shares of Series A Preferred Stock (whether pursuant to the Company’s optional redemption right described above under “Optional Redemption” or this special optional redemption right), the holders of shares of Series A Preferred Stock will not have the Change of Control conversion right with respect to the shares of Series A Preferred Stock called for redemption. If the Company elects to redeem any shares of the Series A Preferred Stock as described in this paragraph, the Company may use any available cash to pay the redemption price. A “Change of Control” is deemed to occur when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing: ● the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Company’s stock entitling that person to exercise more than 50% of the total voting power of all the Company’s stock entitled to vote generally in the election of the Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and ● following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity has a class of common equity securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE American LLC or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American LLC or the Nasdaq Stock Market. Conversion, Exchange and Preemptive Rights Except as described below under “Limited Conversion Rights upon a Change of Control,” the Series A Preferred Stock is not subject to preemptive rights or convertible into or exchangeable for any other securities or property at the option of the holder. Limited Conversion Rights upon a Change of Control Upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, the Company has provided or provides irrevocable notice of its election to redeem the Series A Preferred Stock as described above under “Optional Redemption,” or “Special Optional Redemption”) to convert some or all of the shares of Series A Preferred Stock held by such holder on the Change of Control Conversion Date, into the Common Stock Conversion Consideration, which is equal to the lesser of: ● the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock plus the amount of any accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series A Preferred Stock dividend payment and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (such quotient, the “Conversion Rate”); and ● 13.05483 shares of common stock, subject to certain adjustments. In the case of a Change of Control pursuant to which the Company’s common stock will be converted into cash, securities or other property or assets, a holder of Series A Preferred Stock will receive upon conversion of such Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of the Company’s common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control. Notwithstanding the foregoing, the holders of shares of Series A Preferred Stock will not have the Change of Control Conversion Right if the acquiror has shares listed or quoted on the NYSE, the NYSE American LLC or Nasdaq Stock Market or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American LLC or Nasdaq Stock Market, and the Series A Preferred Stock becomes convertible into or exchangeable for such acquiror’s listed shares upon a subsequent Change of Control of the acquiror. Liquidation Preference In the event the Company liquidates, dissolves or is wound up, holders of the Series A Preferred Stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the Company’s common stock. Ranking The Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, (1) senior to all classes or series of the Company’s common stock and to all other equity securities issued by the Company other than equity securities referred to in clauses (2) and (3); (2) on a par with all equity securities issued by the Company with terms specifically providing that those equity securities rank on a par with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up; (3) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company liquidation, dissolution or winding up; and (4) junior to all of the Company’s existing and future indebtedness. Stock-Based Compensation As of December 31, 2023, the Company had four equity compensation plans: the Fortress Biotech, Inc. 2007 Stock Incentive Plan, the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended (collectively, the “Plans”), the Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) and the Fortress Biotech, Inc. Long Term Incentive Plan (the “LTIP”). In the years ended December 31, 2023 and 2022, the Company’s Board of Directors and stockholders approved increases of 0.5 million and 0.2 million shares, respectively, to the Plans, bringing the aggregate total of authorized shares available under the Plans to 1.9 million shares. A total of 1,858,879 shares have been granted under the Plans, net of cancellations, and 74,454 shares remained available for issuance as of December 31, 2023. Certain partner companies have their own equity compensation plan under which shares are granted to eligible employees, directors and consultants in the form of restricted stock, stock options, and other types of grants of stock of the respective partner company’s common stock. The table below provides a summary of those plans as of December 31, 2023: Partner Shares Shares available at Company Stock Plan Authorized December 31, 2023 Avenue Avenue Therapeutics, Inc. 2015 Stock Plan 5,266,666 3,352,489 Cellvation Cellvation Inc. 2016 Incentive Plan 2,000,000 300,000 Checkpoint Checkpoint Therapeutics, Inc. Amended and Restated 2015 Stock Plan 6,000,000 3,510,830 Cyprium Cyprium Therapeutics, Inc. 2017 Stock Plan 2,000,000 675,000 Helocyte DiaVax Biosciences, Inc. 2015 Incentive Plan 2,000,000 341,667 Journey Journey Medical Corporation 2015 Stock Plan 7,642,857 1,487,994 Mustang Mustang Bio, Inc. 2016 Incentive Plan 733,333 282,334 Oncogenuity FBIO Acquisition Corp. VII 2017 Incentive Plan 2,000,000 1,200,000 Urica FBIO Acquisition Corp. VIII 2017 Incentive Plan 4,000,000 204,510 The purpose of the Company’s and its subsidiaries’ and partner companies’ equity compensation plans is to provide for equity awards as part of an overall compensation package of performance-based rewards to attract and retain qualified personnel. Such awards include, without limitation, options, stock appreciation rights, sales or bonuses of restricted stock, restricted stock units or dividend equivalent rights, and an award may consist of one such security or benefit, or two or more of them in any combination or alternative. Vesting of awards may be based upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Incentive and non-statutory stock options are granted pursuant to option agreements adopted by the plan administrator. Options generally have 10-year contractual terms and vest in three equal annual installments commencing on the grant date. The Company estimates the fair value of stock option grants using a Black-Scholes option pricing model. In applying this model, the Company uses the following assumptions: ● Risk-Free Interest Rate : The risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected term of the options for each option group. ● Volatility : The Company utilizes the trading history of its Common Stock to determine the expected stock price volatility for its Common Stock. ● Expected Term : Due to the limited exercise history of the Company’s stock options, the Company determined the expected term based on the Simplified Method under SAB 107 and the expected term for non-employees is the remaining contractual life for both options and warrants. ● Expected Dividend Rate : The Company has not paid and does not anticipate paying any cash dividends in the near future on its common stock. The fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model and expensed under the straight-line method. The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the years ended December 31, 2023 and 2022: Year Ended December 31, ($ in thousands) 2023 2022 Employee and non-employee awards $ 8,369 $ 9,934 Executive awards of Fortress Companies' stock 1,576 2,718 Partner Companies: Avenue 907 649 Checkpoint 2,897 2,924 Mustang 567 2,283 Journey 2,606 4,425 Other 107 54 Total stock-based compensation expense $ 17,029 $ 22,987 For the years ended 2023 and 2022, $3.2 million and $4.4 million was included in research and development expenses, and $13.8 million and $18.5 million was included in selling, general and administrative expenses, respectively. Options The following table summarizes Fortress stock option activities excluding activities related to partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2022 176,732 $ 22.08 $ 230,000 5.64 Forfeited (133,503) 8.14 — — Expired (24,333) 99.78 — — Options vested and expected to vest at December 31, 2023 18,896 $ 20.55 $ — 1.76 Options vested and exercisable at December 31, 2023 18,896 $ 20.55 $ — 1.76 During the years ended December 31, 2023 and 2022, there were no exercises of stock options. The Company used the Black-Scholes option pricing model for determining the estimated fair value of stock-based compensation related to stock options. The table below summarizes the assumptions used: Year Ended December 31, 2022 Risk-free interest rate 3.78 % Expected dividend yield — Expected term in years 7.0 Expected volatility 78.48 % As of December 31, 2023, the Company had no unrecognized stock-based compensation expense related to options. Restricted Stock Consolidated stock-based compensation expense from restricted stock awards and restricted stock units for the years ended December 31, 2023 and 2022 was $16.0 million and $21.9 million, respectively. Restricted stock awards and restricted stock unit awards are expensed under the straight-line method over the vesting period. Expense for awards with performance-based vesting criteria will be measured and recorded if and when it becomes probable that the milestone will be achieved. During 2023, the Company granted 0.2 million restricted shares of its Common Stock to executives and directors of the Company and 0.2 million restricted stock units to employees and non-employees of the Company. The fair value of the restricted stock awards issued during 2023 of $1.7 million and the fair value of the restricted stock unit awards issued during 2023 of $0.6 million were valued on the grant date using the Company’s stock price as of the grant date. The 2023 restricted stock awards and restricted stock unit awards vest upon both the passage of time as well as meeting certain performance criteria. During 2022, the Company granted 0.3 million restricted shares of its Common Stock to executives and directors of the Company and 0.1 million restricted stock units to employees and non-employees of the Company. The fair value of the restricted stock awards issued during 2022 of $7.0 million and the fair value of the restricted stock unit awards issued during 2022 of $2.1 million were valued on the grant date using the Company’s stock price as of the grant date. The 2022 restricted stock awards and restricted stock unit awards vest upon both the passage of time as well as meeting certain performance criteria. The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress subsidiaries: Weighted average grant Number of shares price Unvested balance at December 31, 2022 1,370,001 $ 35.44 Restricted stock granted 173,904 9.90 Restricted stock vested (181,831) 36.01 Restricted stock units granted 169,466 3.59 Restricted stock units forfeited (19,182) 42.05 Restricted stock units vested (53,658) 48.80 Unvested balance at December 31, 2023 1,458,700 $ 28.05 The total fair value of restricted stock units and awards that vested during the years ended December 31, 2023 and 2022 was $9.6 million and $7.3 million, respectively. As of December 31, 2023, the Company had unrecognized stock-based compensation expense related to all unvested restricted stock and restricted stock unit awards of $10.6 million and $1.4 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 1.6 years and 1.7 years, respectively. This amount does not include restricted stock units which are performance-based and vest upon achievement of certain corporate milestones. Stock-based compensation for these awards will be measured and recorded if and when it is probable that the milestone will be achieved. Deferred Compensation Plan On March 12, 2015, the Company’s Compensation Committee approved the Deferred Compensation Plan allowing all non-employee directors the opportunity to defer all or a portion of their fees or compensation, including restricted stock and restricted stock units. During the year ended December 31, 2023 and 2022, certain non-employee directors elected to defer an aggregate of approximately 27,000 and 22,000 restricted stock awards, respectively, under this plan. Employee Stock Purchase Plan Eligible employees can purchase the Company’s Common Stock at the end of a predetermined offering period at 85% of the lower of the fair market value at the beginning or end of the offering period. The ESPP is compensatory and results in stock-based compensation expense. As of December 31, 2023, 0.1 million shares have been purchased and 0.1 million shares are available for future sale under the Company’s ESPP. The Company recognized share-based compensation expense of approximately $11,000 and $0.1 million for the years ended December 31, 2023 and 2022, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to partner companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2021 300,374 $ 47.96 $ 68,800 3.93 Expired (173,086) 48.97 — Outstanding as of December 31, 2022 127,288 $ 46.58 $ — 7.45 Granted 5,885,000 1.70 Exercised (225,000) 1.70 Outstanding as of December 31, 2023 5,787,288 $ 1.88 $ 7,794,450 4.91 Exercisable as of December 31, 2023 5,787,288 $ 1.88 $ 7,794,450 4.91 In connection with the Oaktree Note (see Note 9), the Company had issued warrants to Oaktree and certain of its affiliates to purchase up to approximately 0.1 million shares of Common Stock at a purchase price of $48.00 per share (the “Oaktree Warrants”). Oaktree is entitled to additional warrants if at any time prior to the expiration of the Oaktree Warrants the Company issues equity, warrants or convertible notes (collectively known as “Security Instruments”) at a price that is less than 95% of the market price of the Company’s Common Stock on the trading day prior to the issuance of the Security Instruments. The Oaktree Warrants expire on August 27, 2030 and may be net exercised at the holder’s election. The Company filed registration statement No. 333-249983 on Form S-3 to register the resale of the shares of Common Stock issuable upon exercise of the Oaktree Warrants that was declared effective by the SEC on November 20, 2020. On June 13, 2023, the Company entered into a Letter Agreement (the “Letter Agreement”) by and among the Company, Oaktree and certain of its affiliates, pursuant to which the Company agreed to lower the exercise price of the existing warrants to $8.136 per share (adjusted for the Reverse Stock Split) and issue amended and restated warrants reflecting the new exercise price (the “Amended and Restated Warrants”), as consideration for the warrant holders’ agreement to permit the Company and/or certain of its subsidiaries to take certain actions. The Amended and Restated Warrants are exercisable on or after June 13, 2023 and expire August 27, 2030. The Oaktree Warrants were reported as a component of additional paid in capital within Stockholders’ equity, and the value ascribed to the warrants was recorded as debt discount of the Oaktree Note and is amortized utilizing the effective interest method over the term of the Oaktree Note. The modification of the warrants resulted in a change in value of $0.3 million which was recorded as interest expense in the condensed consolidated statement of operations for the year ended December 31, 2023. Long-Term Incentive Program (“LTIP”) On July 15, 2015, the stockholders approved the LTIP for the Company’s Chairman, President and Chief Executive Officer, Dr. Rosenwald, and Executive Vice Chairman, Strategic Development, Mr. Weiss. The LTIP consists of a program to grant equity interests in the Company and in the Company’s subsidiaries, and a performance-based bonus program that is designed to result in performance-based compensation that is deductible without limit under Section 162(m) of the Internal Revenue Code of 1986, as amended. On January 1, 2023 and 2022, the Compensation Committee granted 81,286 and 73,532 shares each to Dr. Rosenwald and Mr. Weiss, respectively. These equity grants, made in accordance with the LTIP, represent 1% of total outstanding shares of the Company as of the dates of such grants. The shares will vest in full if the employee is either in the service of the Company as an employee, Board member or consultant (or any combination of the foregoing) on the tenth anniversary of the LTIP, or the eligible employee has had an involuntary Separation from Service (as defined in the LTIP). The only other vesting condition – one based on achievement of an increase in the Company’s market capitalization – has already been achieved, with respect to each annual award under the LTIP. The shares awarded under the LTIP will also vest in full (and the Company’s repurchase option on each tranche of shares granted thereunder will accordingly lapse) upon the occurrence of a Corporate Transaction (as defined in the LTIP) if the eligible employee is in service to the Company on the date of such Corporate Transaction. The fair value of each grant on the grant date was approximately $0.8 million for the 2023 grant and $2.8 million for the 2022 grant. For the year ended December 31, 2023 and 2022, the Company recorded stock compensation expense related to LTIP grants of approximately $5.8 million and $5.3 million, respectively, on the consolidated statement of operations. Capital Raises 2021 Shelf On July 23, 2021, the Company filed a shelf registration statement (File No. ) Common Stock At the Market Offering For the year ended December 31, 2023, the Company issued approximately 0.2 million shares of common stock at an average price of $9.61 per share for gross proceeds of $2.2 million. In connection with these sales, the Company paid aggregate fees of $0.1 million. For the year ended December 31, 2022, the Company issued approximately 0.3 million shares of common stock at an average price of $22.58 per share for gross proceeds of $6.2 million. In connection with these sales, the Company paid aggregate fees of $0.2 million. February 2023 Registered Direct Offering and Concurrent Private Placement On February 10, 2023, the Company completed a registered direct offering of Common Stock pursuant to which it issued and sold approximately 1.1 million shares of its common stock at a purchase price of $12.53 (as adjusted for the Reverse Stock Split) per share and secured approximately $13.2 million in net proceeds after deducting offering expenses. The Company also simultaneously closed on a concurrent private placement with investors in the registered direct offering, for the pro rata rights to acquire, in the aggregate, securities exercisable into approximately 3.5% of the outstanding shares of common stock in each of the Company’s next 20 new operating subsidiaries (the “Contingent Subsidiary Securities”). The Contingent Subsidiary Securities will only be issued to the extent such a new operating subsidiary first consummates a specified corporate development transaction within the next five years, and will be exercisable immediately upon issuance, with an exercise period of 10 years, at an exercise price equal to the fair market value of one share of common stock of the subsidiary on the date of the corporate development transaction. The Company’s stockholders approved the issuance of the rights and Contingent Subsidiary Securities at a special meeting of stockholders on April 10, 2023, as required by Nasdaq Listing Rule 5635. November 2023 Public Offering In November 2023, Fortress closed on a public offering of the issuance and sale of an aggregate of 5,885,000 units at a purchase price of $1.70 per unit. Each unit consists of (i) one share of common stock, and (ii) one warrant to purchase one share of common stock, exercisable immediately upon issuance at a price of $1.70 per share and expiring five years Journey 2022 Shelf Registration Statement and At the Market Offering (the “Journey ATM”) On December 30, 2022, Journey filed a shelf registration statement on Form S-3 (File No. 333-269079 For the year ended December 31, 2023, Journey issued approximately 0.7 million shares of common stock at an average price of $6.189 per share for gross proceeds of $4.6 million under the Journey ATM. In connection with these sales, Journey paid aggregate fees of $0.1 million. At December 31, 2023, 4,151,297 shares remain available for issuance under the Journey 2022 S-3. Checkpoint 2020 and 2023 Shelf Registration Statements and At the Market Offering In March 2023, the Checkpoint 2023 S-3 (File No. 333-270843), which was declared effective May 5, 2023. Under the Checkpoint 2023 S-3, Checkpoint may sell up to a total of $150 million of its securities. As of December 31, 2023, approximately $91.7 million of the securities remains available for sale through the Checkpoint 2023 S-3. There were no sales under the Checkpoint 2020 ATM in the year ended December 31, 2023. During the year ended December 31, 2022, Checkpoint sold a total of 532,816 shares of common stock under the Checkpoint 2020 ATM for aggregate total gross proceeds of approximately $10.1 million at an average selling price of $18.99 per share, resulting in net proceeds of approximately $9.9 million after deducting commissions and other transaction costs |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Leases The Company’s lease portfolio includes leases for our corporate headquarters, office spaces, and a cell manufacturing facility. Most of the Company’s lease liabilities result from the lease of its New York City, NY office, which expires in 2031 2026 The Company recognizes rent expense on a straight-line basis over the non-cancellable lease term. Rent expense for the years ended December 31, 2023 and 2022 was $1.9 million and $2.0 million, respectively. The components of lease cost are as follows: Year Ended December 31, ($ in thousands) 2023 2022 Operating lease cost $ 3,236 $ 3,524 Shared lease costs (2,086) (2,127) Variable lease cost 761 648 Total lease expense $ 1,911 $ 2,045 The following tables summarize quantitative information about the Company’s operating leases: Year Ended December 31, ($ in thousands) 2023 2022 Operating cash flows from operating leases $ (3,549) $ (3,473) Right-of-use assets exchanged for new operating lease liabilities $ 923 $ 2,953 Weighted-average remaining lease term – operating leases (years) 4.2 4.7 Weighted-average discount rate – operating leases 6.5 % 6.6 % Future Lease ($ in thousands) Liability Year Ended December 31, 2024 3,796 Year Ended December 31, 2025 3,799 Year Ended December 31, 2026 3,535 Year Ended December 31, 2027 3,191 Other 11,669 Total operating lease liabilities 25,990 Less: present value discount (5,185) Net operating lease liabilities, short-term and long-term $ 20,805 License Agreements The Company has undertaken to make contingent development and commercial milestone payments to the licensors of its portfolio of drug products and candidates. In addition, the Company shall pay royalties to such licensors based on a percentage of net sales of each drug candidate following regulatory marketing approval. For additional information on future milestone payments and royalties, (see Note 7). Indemnification In accordance with its certificate of incorporation, bylaws and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance to address such claims. The Company and its subsidiaries and partner companies also provide indemnification of contractual counterparties (sometimes without monetary caps) to clinical sites, service providers and licensors. Legal Proceedings In the ordinary course of business, the Company and its subsidiaries may be subject to both insured and uninsured litigation. Suits and claims may be brought against the Company by customers, suppliers, partners and/or third parties (including tort claims for personal injury arising from clinical trials of the Company’s product candidates and property damage) alleging deficiencies in performance, breach of contract, etc., and seeking resulting alleged damages. University of Tennessee Research Foundation v. Caelum Biosciences, Inc. Caelum Biosciences, Inc. (“Caelum”), a former subsidiary of Fortress that was sold to AstraZeneca’s Alexion (“Alexion”) in October 2021, is the defendant in a lawsuit brought by The University of Tennessee Research Foundation (“UTRF”) captioned as University of Tennessee Research Foundation v. Caelum Biosciences, Inc. inter alia |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plan | |
Employee Benefit Plan | 15. Employee Benefit Plan On January 1, 2008, the Company adopted a defined contribution 401(k) plan which allows employees to contribute up to a percentage of their compensation, subject to IRS limitations and provides for a discretionary Company match up to a maximum of 4% of employee compensation. For the years ended December 31, 2023 and 2022, the Company paid a matching contribution of $1.1 million and $1.1 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 16. Related Party Transactions The Company’s Chairman, President and Chief Executive Officer, individually and through certain trusts over which he has voting and dispositive control, beneficially owned approximately 17.2% and 10.5% of the Company’s issued and outstanding Common Stock as of December 31, 2023 and 2022, respectively. The Company’s Executive Vice Chairman, Strategic Development individually owns approximately 7.5% and 11.2% of the Company’s issued and outstanding Common Stock at December 31, 2023 and 2022, respectively. Avenue September 2023 Private Placement In September 2023, Avenue entered into an unwritten agreement with the Avenue Private Placement Investors, pursuant to which Avenue agreed to issue and sell 767,085 shares (the “Avenue September 2023 Private Placement Shares”) of Avenue common stock for an aggregate purchase price of approximately $550,000 in a private placement transaction (the “Avenue September 2023 Private Placement). The Avenue common shares were purchased by the Avenue Private Placement Investors at a price per Avenue September 2023 Private Placement Share of $0.717, which was the “consolidated closing bid price” of the Avenue common stock on Nasdaq as of September 7, 2023, in compliance with Nasdaq Listing Rule 5365(c). The net proceeds to Avenue from the Avenue September 2023 Private Placement were approximately $550,000. Avenue did not incur any underwriting or placement agent fees associated with the Avenue September 2023 Private Placement. Avenue intends to use the net proceeds from the Avenue September 2023 Private Placement for working capital and other general corporate purposes. Shared Services Agreement with TGTX In July 2015, TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. In connection with the shared services agreement, the Company invoiced TGTX $0.4 million and $0.4 million, and received payments of $0.4 million and $0.4 million for the years ended December 31, 2023 and 2022, respectively. Desk Share Agreement with TGTX The Desk Share Agreement with TGTX, as amended, requires TGTX to pay 65% of the average annual rent. Additionally, the Company has reserved the right to execute desk share agreements with other third parties and those arrangements will affect the cost of the lease actually borne by the Company. Each initial Desk Share Agreement has a term of five years. In connection with the Company’s Desk Share Agreement with TGTX for the New York, NY office space, for the years ended December 31, 2023 and 2022, the Company had paid $2.8 million and $2.7 million in rent, respectively, and invoiced TGTX approximately $1.8 million and $1.9 million respectively, for their prorated share of the rent base. At December 31, 2023, there were no amounts due from TGTX related to this arrangement. From 2018 until 2022, TGTX employees occupied desks in the Waltham, MA office under the Desk Share Agreement. TGTX paid their share of the rent based on actual percentage of the office space occupied on a month by month basis. For the year ended December 31, 2022, the Company had paid approximately $0.2 million in rent for the Waltham, MA office, and invoiced TGTX approximately $0.1 million. The Desk Share Agreement with TGTX terminated on December 31, 2022. Checkpoint Collaborative Agreements with TGTX Checkpoint has entered into various agreements with TGTX to develop and commercialize certain assets in connection with its licenses, including a collaboration agreement for some of the Dana Farber licensed antibodies, and a sublicense agreement for the Jubilant family of patents. Checkpoint believes that by partnering with TGTX to develop these compounds in therapeutic areas outside of its business focus, it may substantially offset its preclinical costs and milestone costs related to the development and marketing of these compounds in solid tumor indications. Effective September 30, 2023, Checkpoint and TGTX agreed to mutually terminate both the collaboration agreement and the sublicense agreement. Shared Services Agreement with Journey In November 2021, Journey and the Company entered into an arrangement to share the cost of certain legal, finance, regulatory, and research and development employees. The Company’s Executive Chairman and Chief Executive Officer is the Executive Chairman of Journey. Under the terms of the arrangement, Journey began reimbursing the Company for the salary and benefit costs associated with these employees based upon actual hours worked on Journey related projects following the completion of their initial public offering in November 2021. In addition, Journey reimburses the Company for various payroll-related costs and selling, general and administrative costs incurred by Fortress for the benefit of Journey. For the year ended December 31, 2023 and 2022, the Company’s employees have provided services to Journey totaling approximately $0.1 million and $0.1 million, respectively. At December 31, 2023, approximately $0.2 million is due from Journey related to this arrangement. Contribution Agreement with Avenue On May 11, 2022, the Company entered into a stock contribution agreement (the “Contribution Agreement”) with Avenue, pursuant to which the Company agreed to transfer ownership of 100% of its shares (common and preferred) in Baergic to Avenue. Under the Contribution Agreement, the Company also agreed to assign to Avenue certain intercompany agreements existing between Fortress and Baergic, including a Founders Agreement, by and between Fortress and Baergic, dated as of March 9, 2017, and Management Services Agreement, by and between Fortress and Baergic, dated as of March 9, 2017. Consummation of the transactions contemplated by the Contribution Agreement was subject to the satisfaction of certain conditions precedent, including, inter alia: (i) the closing of an equity financing by Avenue resulting in gross proceeds of at least $7.5 million, (ii) the agreement by minority Avenue shareholder InvaGen to (A) have 100% of its shares in Avenue repurchased by Avenue and (B) terminate certain of the agreements to which it was party with Avenue and/or the Company in connection with InvaGen’s 2019 equity investment in Avenue, which eliminated certain negative consent rights of InvaGen over Avenue and restore certain rights and privileges of Fortress in Avenue; and (iii) the sustained listing of Avenue’s common stock on the Nasdaq Capital Market. On October 11, 2022, Avenue announced the closing of an underwritten public offering in which it received net proceeds of approximately $10.4 million (see Note 13). The offering, together with the October 2022 repurchase of Avenue common shares held by InvaGen, resulted in the consummation of the Contribution Agreement in November 2022 (see Note 3). As a result, Baergic became a majority-controlled and owned subsidiary company of Avenue. Cyprium 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock Dividend Obligation Pursuant to a private placement in August 2020, Cyprium sold shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (“Cyprium PPS”); as of December 31, 2023, there are 300,600 shares of Cyprium PPS outstanding. Pursuant to the terms of the Cyprium PPS, shareholders on the record date are entitled to receive a monthly cash dividend of $0.19531 per share which yields an annual dividend of $2.34375 per share. The Cyprium PPS will automatically be redeemed upon the first (and only the first) bona fide, arm’s-length sale of a Priority Review Voucher (a “PRV Sale”) issued by the FDA in connection with the approval of CUTX-101, a product candidate previously developed by Cyprium. Upon the PRV Sale, each share of Cyprium PPS will be automatically redeemed in exchange for a payment equal to twice plus An optional exchange for Fortress Series A Preferred Stock is available after 24 months from the issuance date so long as a sale of the PRV has not occurred. Additionally, if a PRV Sale has not occurred by September 30, 2024, the Cyprium PPS is either automatically exchanged for Fortress Series A Preferred Stock or cash at the discretion of Fortress. The Cyprium PPS is fully and unconditionally guaranteed by Fortress. Founders Agreement and Management Services Agreement The Company has entered into Founders Agreements with each of the Fortress partner companies and subsidiaries listed in the table below. Pursuant to each Founders Agreement, in exchange for the time and capital expended in the formation of each partner company/subsidiary and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, Fortress will loan each such partner company/subsidiary an amount representing the up-front fee required to acquire assets. Each Founders Agreement has a term of 15 years, which upon expiration automatically renews for successive one-year periods unless terminated by the Company or a Change in Control (as defined in the Founders Agreement) occurs. In connection with each Founders Agreement the Company receives 250,000 Class A Preferred shares (except for that with Checkpoint, in which the Company holds Class A Common Stock). The Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is identical to common stock other than as to voting rights, conversion rights and the Payment-in-Kind (“PIK”) Dividend right (as described below). Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is entitled to vote the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of outstanding common stock and (B) the whole shares of common stock into which the shares of outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint). Thus, the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) will at all times constitute a voting majority. Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is convertible, at the holder’s option, into one fully paid and nonassessable share of common stock of such partner company/subsidiary, subject to certain adjustments. The holders of Class A Preferred Stock (and the Class A Common Stock with respect to Checkpoint), as a class, are entitled receive on each effective date or “Trigger Date” (defined as the date that the Company first acquired, whether by license or otherwise, ownership rights to a product) of each agreement (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of such partner company or subsidiary’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. The Company has reached agreements with several of the partner companies and subsidiaries to change the PIK Dividend Interest Payment Date to January 1 of each year - a change that has not and will not result in the issuance of any additional partner company/subsidiary common stock beyond that amount to which the Company would otherwise be entitled absent such change(s). The Company owns 100% of the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) of each partner company/subsidiary that has a Founders Agreement with the Company. As additional consideration under the Founders Agreement, each partner company and subsidiary with which the Company has entered into a Founders Agreement will also: (i) pay an equity fee in shares of the common stock of such partner company/subsidiary, payable within five ninety The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the partner companies’/subsidiaries’ certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Partner Company/Subsidiary Effective Date 1 capitalization Issued Avenue February 17, 2015 2.5 % 2 Common Stock Baergic December 17, 2019 5 2.5 % 3 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Checkpoint March 17, 2015 - % 4 Common Stock Cyprium March 13, 2017 2.5 % Common Stock Helocyte March 20, 2015 2.5 % Common Stock Mustang March 13, 2015 2.5 % Common Stock Oncogenuity April 22, 2020 5 2.5 % Common Stock Urica November 7, 2017 5 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the Avenue SPMA PIK dividends were not be paid or accrued. Upon the repurchase of the securities held by InvaGen, such PIK dividends have resumed. Note 3: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual PIK dividend is now payable to Avenue. Note 4: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. Equity Fees The following table summarizes, by subsidiary, the PIK dividend or equity fee recorded by the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the partner companies’/subsidiaries’ certificates of incorporation for the years ended December 31, 2023 and 2022 ($ in thousands): PIK Dividend Year Ended December 31, Partner company Date 2023 2022 Aevitas July 28 $ — $ 23 Avenue January 1 271 268 Baergic 1 December 17 — — Cellvation October 31 10 10 Checkpoint January 1 3,418 1,885 Cyprium January 1 304 422 Helocyte January 1 120 90 Mustang January 1 477 1,109 Oncogenuity May 8 9 8 Urica November 25 501 51 Fortress (5,110) (3,866) Total $ — $ — Note 1: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual PIK dividend is now payable to Avenue. Management Services Agreements The Company has entered into Management Services Agreements (the “MSAs”) with certain of its partner companies and subsidiaries. Pursuant to each MSA, the Company’s management and personnel provide advisory, consulting and strategic services to each partner company/subsidiary that has entered into an MSA with Fortress for a period of five The following table summarizes, by partner company/subsidiary, the effective date of the MSA and the annual consulting fee payable by the partner company/subsidiary to Fortress in quarterly installments ($ in thousands): Year Ended December 31, Partner Company/Subsidiary Effective Date 2023 2022 Aevitas 1 July 28, 2017 $ — $ 500 Avenue February 17, 2015 500 83 Baergic 2 March 9, 2017 — 417 Cellvation October 31, 2016 500 500 Checkpoint March 17, 2015 500 500 Cyprium March 13, 2017 500 500 Helocyte March 20, 2015 500 500 Mustang March 13, 2015 500 1,000 Oncogenuity February 10, 2017 500 500 Urica November 7, 2017 500 500 Fortress (4,000) (5,000) Consolidated (Income)/Expense $ — $ — Note 1: Aevitas was deconsolidated in April 2023 as a result of the Asset Purchase Agreement with 4DMT (see Note 3). Note 2: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual MSA is now payable to Avenue. Fees and Stock Grants Received by Fortress Fees recorded in connection with Fortress’ agreements with its subsidiaries and partner companies are eliminated in consolidation. These include management services fees, issuance of common shares of partner companies in connection with third party raises and annual stock dividend or issuances on the anniversary date of respective Founders Agreements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 17. Income Taxes Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The components of the income tax provision are as follows: Year Ended December 31, ($ in thousands) 2023 2022 Current Federal $ 33 $ — State 254 449 Deferred Federal 194 — State 39 — Total $ 521 $ 449 For the years ended December 31, 2023 and 2022, income tax expense was $0.5 The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carryforwards (“NOL”) in the accompanying consolidated financial statements and has established a valuation allowance of $366.4 million against its net deferred tax assets. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The significant components of the Company’s deferred taxes consist of the following: As of December 31, ($ in thousands) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 211,329 $ 198,250 Amortization of license fees 33,996 30,151 Amortization of in-process R&D 315 334 Stock compensation 13,184 13,754 Lease liability 6,477 7,011 Accruals and reserves 3,897 3,402 Tax credits 37,894 33,501 Startup costs 40 42 Unrealized gain/loss on investments 55 406 Section 174 R&D expenditure capitalization 59,238 34,170 State taxes 33 192 Business interest limitation 2,880 2,359 Reserve on Sales Return, Discount and Bad Debt 4,556 2,286 Total deferred tax assets 373,895 325,858 Less: valuation allowance (366,375) (317,959) Net deferred tax assets $ 7,520 $ 7,899 Deferred tax liabilities: Section 483 imputed interest $ (25) $ (92) Debt issuance costs (297) (347) Right of use asset (5,289) (5,835) Basis in subsidiary (2,142) (1,625) Total deferred tax liabilities, net $ (233) $ — A reconciliation of the statutory tax rates and the effective tax rates is as follows: For the Year Ended December 31, 2023 2022 Percentage of pre-tax income: U.S. federal statutory income tax rate 21.0 % 21.0 % State taxes, net of federal benefit 10.6 % 6.7 % Credits 3.1 % 4.6 Non-deductible items (0.9) % (0.5) % Provision to return (0.7) % 1.8 % Stock based compensation shortfall (2.0) % (1.4) % Change in state rate 4.1 % (1.6) % Change in valuation allowance (31.5) % (31.3) % Change in subsidiary basis (1.0) % — % Deconsolidation/dissolution of subsidiaries (2.4) % — % Adjustment for warrants 0.9 % 0.1 % Section 162(m) compensation disallowance (1.2) % (0.8) % Other (0.3) % 1.2 % Effective income tax rate (0.3) % (0.2) % The Company files a consolidated income tax return with subsidiaries for which the Company has an 80% or greater ownership interest. Subsidiaries and partner companies for which the Company does not have an 80% or more ownership are not included in the Company’s consolidated income tax group and file their own separate income tax return. As a result, certain corporate entities included in these financial statements are not able to combine or offset their taxable income or losses with other entities’ tax attributes. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of all positive and negative evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Realization of the deferred tax assets is substantially dependent on the Company’s ability to generate sufficient taxable income within certain future periods. Management has considered the Company’s history of cumulative tax and book losses incurred since inception, and the other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of December 31, 2023 and 2022. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2023 and 2022. The valuation allowance increased by a net $48.4 million during the current year. The Company has incurred net operating losses (“NOLs”) since inception. At December 31, 2023, the Company had federal NOLs of $714.4 million, which will begin to expire in the year 2032 2026 2028 In accordance with the provisions related to accounting for uncertainty in income taxes, the Company recognizes the benefit of tax position if the position is “more likely than not” to prevail upon examination by the relevant tax authority. The table below sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits: For the year ended December 31, 2022, the company added $3.2 million of unrecognized tax benefits. If the $3.2 million of unrecognized tax benefits is recognized, approximately $0.7 million would affect the effective tax rate. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s recognized tax positions will significantly increase or decrease within the next 12 months. At this time, the estimate of the range of the reasonably possible outcomes cannot be made. The Company classifies interest and penalties related to uncertain tax positions as income tax expense. The Company has accrued for $0.1 million and approximately $32,000 of such interest as of December 31, 2023 and 2022, respectively. No penalties have been accrued for. The NOLs from tax years 2010 through 2023 remain open to examination (and adjustment) by the Internal Revenue Service and state taxing authorities. In addition, federal tax years ending December 31, 2020, 2021 and 2022 are open for assessment of federal taxes. The expiration of the statute of limitations related to the various state income and franchise tax returns varies by state. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Segment Information | 18. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company’s segments are the same as those described in Note 2. The following tables summarize, for the periods indicated, operating results from continued operations by reportable segment: Pharmaceutical and Dermatology Biotechnology Products Product Year Ended December 31, 2023 Sales Development Consolidated Net revenue $ 79,181 $ 5,332 $ 84,513 Cost of goods - product revenue (26,660) — (26,660) Research and development (7,541) (98,530) (106,071) Selling, general and administrative (47,053) (47,071) (94,124) Other expense (1,559) (9,732) (11,291) Income tax expense (221) (300) (521) Segment loss $ (3,853) $ (150,301) $ (154,154) Pharmaceutical and Dermatology Biotechnology Products Product Year Ended December 31, 2022 Sales Development Consolidated Net revenue $ 73,669 $ 2,074 $ 75,743 Cost of goods - product revenue (30,775) — (30,775) Research and development (10,943) (123,933) (134,876) Selling, general and administrative (59,503) (54,153) (113,656) Other expense (2,048) (7,852) (9,900) Income tax (expense) benefit — (449) (449) Segment loss $ (29,600) $ (184,313) $ (213,913) The following tables summarize, for the periods indicated, total assets by reportable segment: Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product December 31, 2023 Sales Development Total Assets Intangible assets, net $ 20,287 $ — $ 20,287 Tangible assets 56,561 90,678 147,239 Total segment assets $ 76,848 $ 90,678 $ 167,526 Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product December 31, 2022 Sales Development Total Assets Intangible assets, net $ 27,197 $ — $ 27,197 Tangible assets 77,964 189,140 267,104 Total segment assets $ 105,161 $ 189,140 $ 294,301 |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 19. Revenues from Contracts and Significant Customers Disaggregation of Total Revenues All of Journey’s product revenues are recorded in the U.S. The Company’s collaboration revenue is from Cyprium’s agreement with Sentynl (see Note 3). The Company’s related party revenue is from Checkpoint’s collaborations with TGTX (see Note 16). The table below summarizes the Company’s revenue for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Revenue Qbrexza $ 25,410 $ 26,715 Accutane 20,168 18,373 Amzeeq 6,201 7,242 Zilxi 1,962 2,273 Targadox 3,204 7,972 Exelderm 2,395 3,463 Ximino 287 4,957 Luxamend 35 — Collaboration revenue 5,229 1,882 Revenue – related party 103 192 Other revenue 19,519 2,674 Total net revenue $ 84,513 $ 75,743 Other revenue for the year ended December 31, 2023, includes royalties on sales of Rapifort® Wipes 2.5% (“Rapifort”) in Japan, from Maruho, Journey’s exclusive out-licensing partner in Japan, and also reflects a net $19.0 million payment from Maruho under the New License Agreement. Significant Customers For the years ended December 31, 2023 and 2022, none of Journey’s Dermatology Products customers accounted for more than 10.0% of its total gross product revenue. For the year ended December 31, 2023, one of Journey’s customers accounted for more than 10% of its total accounts receivable balance at 13%. For the year ended December 31, 2022, two of Journey’s Dermatology Products customers accounted for more than 10% of its total accounts receivable balance at 16.7% and 10.4%. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events January 2024 Private Placement - Avenue On January 5, 2024, Avenue entered into (i) an inducement offer letter agreement (the “January 2023 Investor Inducement Letter”) with a certain investor (the “January 2023 Investor”) in connection with certain outstanding warrants to purchase up to an aggregate of 1,940,299 shares of Common Stock, originally issued to the January 2023 Investor on January 31, 2023 (the “January 2023 Warrants”) and (ii) an inducement offer letter agreement (the “November 2023 Investor Inducement Letter Agreement” and, together with the January 2023 Investor Inducement Letter, the “Inducement Letters”) with certain investors (the “November 2023 Investors” and, together with the January 2023 Investor, the “Holders”) in connection with certain outstanding warrants to purchase up to an aggregate of 14,600,000 shares of Common Stock, originally issued to the November 2023 Investors on November 2, 2023 (the “November 2023 Warrants” and, together with the January 2023 Warrants, the “Existing Warrants”). The January 2023 Warrants had an exercise price of $1.55 per share, and the November 2023 Warrants had an exercise price of $0.3006 per share. Pursuant to the Inducement Letters, (i) the January 2023 Investor agreed to exercise its January 2023 Warrants for cash at a reduced exercise price of $0.3006 per share and (ii) the November 2023 Investors agreed to exercise their November 2023 Warrants for cash at the existing exercise price of $0.3006, in each case in consideration for Avenue’s agreement to issue in a private placement (x) Series A Warrants to purchase up to 16,540,299 shares of Avenue Common Stock and (y) Series B Warrants to purchase up to 16,540,299 shares of Avenue Common Stock. The gross proceeds to Avenue from the exercise of the warrants is approximately $5.0 million, before deducting placement agent fees and estimated offering costs. Registered Direct Offering – Checkpoint In January 2024, Checkpoint closed on a registered direct offering (the “January 2024 Registered Direct Offering”) with a single institutional investor for the issuance and sale of 1,275,000 shares of its common stock and 6,481,233 Pre-Funded Warrants. Each Pre-Funded Warrant was exercisable for one share of Checkpoint common stock. The Checkpoint common stock and the Pre-Funded Warrants were sold together with common stock warrants (the “January 2024 Common Warrants”) to purchase up to 7,756,233 shares of Checkpoint common stock, at a purchase price of $1.805 per share of common stock and $1.8049 per Pre-Funded Warrant. The Pre-Funded Warrants are funded in full at closing except for a nominal exercise price of $0.0001 and are exercisable commencing on the closing date and will terminate when such Pre-Funded Warrants are exercised in full. The January 2024 Common Warrants are exercisable immediately upon issuance and will expire five years Nasdaq Hearing Panel Meeting - Avenue On February 15, 2024, Avenue met with the Nasdaq Hearings Panel regarding the outstanding Nasdaq deficiencies and on March 11, 2024, the Nasdaq Hearings Panel informed Avenue that it granted Avenue's request for an extension until May 20, 2024 to demonstrate compliance with the Stockholders' Equity Requirement and Minimum-Bid Price Requirement. Avenue is considering all options available to it to regain compliance with these rules; however, there can be no assurance that Avenue will be able to evidence compliance with the Stockholders' Equity Requirement and the Minimum-Bid Price Requirement within the extension period granted by the Panel. Registered Direct Offering – Fortress In January 2024, Fortress closed on a registered direct offering for the issuance and sale of an aggregate of 3,303,305 shares of its common stock and warrants to purchase up to 3,303,305 shares of its common stock at a combined purchase price of $3.33 per share of common stock and accompanying warrant priced at-the-market under Nasdaq rules. The warrants have an exercise price of $3.21 per share, are immediately exercisable, and will expire five years As a result of the foregoing transactions and as of the date of this filing, the Company believes it has stockholders’ equity of at least $2.5 million and therefore satisfies the minimum Nasdaq listing requirement set forth in Nasdaq Listing Rule 5550(b)(1). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with GAAP. The Company’s consolidated financial statements include the results of the Company’s subsidiaries for which it has voting control but does not own 100% of the outstanding equity of the subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, but retains voting control, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on ownership interests as calculated quarterly for each subsidiary. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company’s significant estimates include, but are not limited to, provisions for product returns, coupons, rebates, chargebacks, discounts, allowances and distribution fees paid by Journey to certain wholesalers, inventory realization, valuation of intangible assets, useful lives assigned to long-lived assets and amortizable intangible assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, accrued expenses and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. |
Revenue Recognition/Collaboration Revenue | Revenue Recognition The Company records and recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company’s revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation – the delivery of product. The Company’s performance obligation to deliver products is satisfied at the point in time that the goods are received by the customer, which is when the customer obtains title to and has the risks and rewards of ownership of the products. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Many of the Company’s products sold are subject to a variety of deductions. Revenues are recorded net of provisions for variable consideration, including coupons, chargebacks, wholesaler fees, prompt pay discounts, specialty pharmacy discounts, managed care rebates, product returns, government rebates and other deductions customary to the pharmaceutical industry. Accruals for these provisions are presented in the consolidated financial statements as reductions to gross sales in determining net sales and as a contra asset within accounts receivable, net (if settled via credit) and other current liabilities (if paid in cash). Amounts recorded for revenue deductions can result from a complex series of judgements about future events and uncertainties and can rely heavily on estimates and assumptions. The following section briefly describes the nature of the Company’s provisions for variable consideration and how such provisions are estimated: Coupons Chargebacks and Government Chargebacks Wholesaler fees Specialty Pharmacy Discounts Managed Care Rebates Product Returns Collaboration Revenue The Company’s collaboration revenue includes service revenue, license fees and future contingent milestone-based payments. Collaboration revenue is recognized for contracted R&D services performed for its customers over time. The Company measures its progress using an input method based on the effort expended or costs incurred toward the satisfaction of the Company’s performance obligation. The Company estimates the amount of effort to be expended, including the time it will take to complete the activities, or the costs that may be incurred in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that is multiplied by the transaction price to determine the amount of revenue the Company recognizes each period. This approach requires the use of estimates and judgement. If the Company’s estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that is recognized in the current and future periods. |
Fair Value Measurement | Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3 Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. |
Segment Reporting | Segment Reporting The Company operates in two operating and reportable |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2023 and 2022, consisted of cash and certificates of deposit in institutions in the United States. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are currently adequately protected against credit risk. At times, portions of the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation (FDIC) limits, though the Company customarily invests a significant portion of its cash in Certificate of Deposit Account Registry Service (“CDARS”) accounts to maximize FDIC insurance coverage across its holdings. As of December 31, 2023, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. The Company’s cash equivalents and investments may comprise money market funds that are invested in U.S. Treasury obligations, corporate debt securities, U.S. Treasury obligations and government agency securities. The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Property and Equipment | Property and Equipment Computer equipment, furniture and fixtures and machinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the estimated useful lives or the term of the respective leases. |
Intangible Assets | Intangible Assets The Company’s finite-lived intangible assets consist of intangible assets acquired by Journey. Intangible assets are reported at cost, less accumulated amortization. Intangible assets with finite lives are amortized over their estimated useful lives, which represents the estimated life of the product. Amortization is calculated primarily using the straight-line method. During the ordinary course of business, the Company has entered into certain licenses and asset purchase agreements. Potential milestone payments for achieving sales targets or regulatory development milestones are recorded when it is probable of achievement. Upon a milestone payment being achieved, the milestone payment will be capitalized and amortized over the remaining useful life for approved products and expensed for milestones prior to FDA approval. Royalty payments are recorded as cost of goods sold as sales are recognized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets with finite useful lives, for impairment at least annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable (a “triggering event”). Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the long-lived asset in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the year ended December 31, 2023, Journey recorded an intangible asset impairment charge of $3.1 million during the year ended December 31, 2023. This non-cash charge was recorded to selling, general and administrative expenses on the consolidated statements of operations. The Company did not record any impairment loss on long-lived assets for the year ended December 31, 2022. |
Restricted Cash | Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of December 31, 2023, the Company had $2.4 million of restricted cash representing pledges to secure letters of credit in connection with certain office leases and an undertaking posted by Cyprium to secure potential damages in an injunctive proceeding. As of December 31, 2022, the Company had $2.7 million of restricted cash representing pledges to secure letters of credit in connection with certain office leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows as of the dates presented: December 31, 2023 2022 Cash and cash equivalents $ 80,927 $ 178,266 Restricted cash 2,438 2,688 Total cash and cash equivalents and restricted cash $ 83,365 $ 180,954 |
Inventories | Inventories The Company’s inventory consists of raw materials, work-in-process and finished goods supporting Journey’s sales of dermatology products. Inventories are recorded at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company periodically reviews the composition of inventory in order to identify excess, obsolete, slow-moving or otherwise non-saleable items taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. If non-saleable items are observed and there are no alternate uses for the inventory, the Company records a write-down to net realizable value in the period that the decline in value is first recognized. The Company’s inventory reserves were $0.3 million and $0.4 million at December 31, 2023 and 2022, respectively. |
Accounts Receivable, net | Accounts Receivable, Net The Company’s accounts receivable consists of amounts due from customers to Journey related to dermatological product sales and have standard payment terms. For certain customers, the accounts receivable for the customer are net of prompt payment or specialty pharmacy discounts. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. The Company reserves against accounts receivable for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The Company has historically not experienced significant credit losses. The allowance for doubtful accounts was $0.5 million and $0.4 million at December 31, 2023 and 2022, respectively. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development |
Contingencies | Contingencies The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company continues to account for leases in the prior period consolidated financial statements under ASC Topic 840, Leases |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeitures, which are recorded upon occurrence. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, as of December 31, 2023 and December 31, 2022, the Company has recorded a liability related to an uncertain tax position of $0.8 million and $0.7 million, respectively. The 2019 through 2021 tax years are the only periods subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. As of December 31, 2023 and December 31, 2022, the Company accrued interest related to uncertain tax positions of $0.1 million and approximately $32,000, respectively. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Net Loss Per Common Share | Net Loss Per Common Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing the net loss attributed to Fortress (less the Series A Preferred Dividend) by the weighted-average number of shares of Common Stock outstanding during the period, not including unvested restricted stock, and without consideration for Common Stock equivalents. Diluted net loss per share is the same as the basic loss per share due to net losses incurred in all periods. |
Non-Controlling Interests | Non-Controlling Interests The Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on a quarterly calculation of ownership interests for each relevant subsidiary. Subsidiary preferred shares and Class A common shares, if issued, are included in the ownership calculation on a 1 :1 basis consistent with how the relevant contractual agreements provide for the allocation and distribution of earnings. These shares, if any, are convertible at Fortress’ election on a 1 :1 basis into common stock (with adjustments for stock splits, if any) and upon conversion would have the same voting rights as the common stock. Only preferred stock and Class A common stock held by Fortress have majority voting rights, which rights would terminate upon conversion into common stock. The Company allocates the subsidiaries’ net loss/income to the non-controlling interest on a quarterly basis, and the calculation of non-controlling interest ownership percentage is determined as the average of the prior quarter and the current quarter’s non-controlling ownership interest. The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of subsidiaries and/or partner companies |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of Cash and Cash Equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows as of the dates presented: December 31, 2023 2022 Cash and cash equivalents $ 80,927 $ 178,266 Restricted cash 2,438 2,688 Total cash and cash equivalents and restricted cash $ 83,365 $ 180,954 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory | |
Schedule of Inventory | December 31, ($ in thousands) 2023 2022 Raw materials $ 4,640 $ 6,454 Work-in-process 884 395 Finished goods 4,987 7,739 Inventory reserve (305) (429) Total inventories $ 10,206 $ 14,159 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | |
Schedule of Property, Plant and Equipment | Fortress’ property and equipment consisted of the following: Useful Life December 31, ($ in thousands) (Years) 2023 2022 Computer equipment 3 $ 595 $ 739 Furniture and fixtures 5 1,017 1,387 Machinery & equipment 5 — 8,632 Leasehold improvements 15 13,175 13,175 Buildings 40 581 581 Construction in progress N/A 29 952 Total property and equipment 15,397 25,466 Less: Accumulated depreciation (8,892) (12,446) Property, plant and equipment, net $ 6,505 $ 13,020 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Urica | |
Summary of the Weighted average Significant Unobservable Inputs | December 31, 2023 2022 Risk-free interest rate 3.93 % 3.94 % Expected dividend yield — — Expected term in years 0.5 1.5 Expected volatility 153.6 % 70.7 % |
Warrants to Purchase Common Stock [Member] | |
Schedule of revaluation of warrant liability | Warrants ($ in thousands) liabilities Balance at December 31, 2021 $ — Checkpoint Series A & B common stock warrants 7,640 Checkpoint placement agent warrants 278 Avenue common stock warrants 8,278 Urica placement agent warrants 90 Change in fair value of common stock warrants - Avenue (5,669) Change in fair value of common stock warrants - Checkpoint 3,252 Balance at December 31, 2022 13,869 Avenue common stock warrants 2,235 Urica placement agent warrants 33 Change in fair value of common stock warrants - Avenue (4,258) Change in fair value of common stock warrants - Checkpoint (7,924) Change in fair value of placement agent warrants - Urica 52 Exercise of common stock warrants - Checkpoint (3,121) Balance at December 31, 2023 $ 886 |
Warrants to Purchase Common Stock [Member] | Checkpoint Common Stock Warrants | |
Schedule of revaluation of warrant liability | Checkpoint Warrant ($ in thousands) Liability Common stock warrant liabilities at December 31, 2021 $ - Issuance of Checkpoint common warrants 7,640 Issuance of placement agent warrants 278 Change in fair value of common stock warrant liabilities 3,252 Common Stock Warrant liabilities at December 31, 2022 11,170 Change in fair value of common stock warrant liabilities (7,924) Exercise of common stock warrants (3,121) Common Stock Warrant liabilities at December 31, 2023 $ 125 |
Warrants to Purchase Common Stock [Member] | Avenue Therapeutics, Inc [Member] | |
Schedule of revaluation of warrant liability | Avenue Warrant ($ in thousands) Liability Common stock warrant liabilities at December 31, 2021 $ - Issuance of Avenue common warrants 8,278 Change in fair value of common stock warrant liabilities (5,669) Common Stock Warrant liabilities at December 31, 2022 2,609 Issuance of Avenue common warrants 2,235 Change in fair value of common stock warrant liabilities (4,258) Common Stock Warrant liabilities at December 31, 2023 $ 586 |
Summary of the Weighted average Significant Unobservable Inputs | December 31, January 31 December 31 2023 2023 2022 Stock price $ 0.16 $ 1.38 $ 1.16 Risk-free interest rate 3.84 - 4.23 % 3.90 % 4.02 % Expected dividend yield — — — Expected term in years 2.1 - 3.8 3.00 4.78 Expected volatility 148 - 175 % 160 % 93 % |
Series A Warrants | Checkpoint Common Stock Warrants | |
Summary of the Weighted average Significant Unobservable Inputs | December 31, October 4, December 31, Checkpoint Warrants 2023 2023 2022 Exercise price $ 5.41 $ 1.76 $ 4.08 - 5.41 Volatility 96.4 % 91.4 - 99.6 % 82.4 - 89.4 % Expected life 4.0 0.7 - 4.2 1.5 - 5.0 Risk-free rate 3.8 % 4.7 - 5.4 % 4.0 - 4.7 % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Summary of aggregate consideration transferred in connection with VYNE Product Acquisition | ($ in thousands) Aggregate Consideration Transferred Consideration transferred to VYNE at closing $ 20,000 Fair value of deferred cash payment due January 2023 4,740 Transaction costs 223 Total consideration transferred at closing $ 24,963 |
Summary of assets acquired in VYNE Product Acquisition | ($ in thousands) Assets Recognized Inventory $ 6,041 Identifiable intangibles: Amzeeq 15,162 Zilxi 3,760 Fair value of net identifiable assets acquired $ 24,963 |
Schedule of Intangible Assets | Estimated Useful Year Ended December 31, ($ in thousands) Lives (Years) 2023 2022 Intangible assets – product licenses 3 to 9 $ 37,925 $ 37,925 Accumulated amortization (14,495) (10,728) Impairment loss (3,143) — Net intangible assets $ 20,287 $ 27,197 |
Schedule of future amortization of intangible assets | Total ($ in thousands) Amortization December 31, 2024 $ 3,257 December 31, 2025 3,257 December 31, 2026 2,471 December 31, 2027 1,775 Thereafter 5,585 Sub-total $ 16,345 Asset not yet placed in service 3,942 Total $ 20,287 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt and Interest | |
Schedule of Debt | December 31, ($ in thousands) 2023 2022 Interest rate Maturity Oaktree Note $ 50,000 $ 50,000 11.0 % August - 2025 SWK Term Loan 15,000 — 15.1 % December - 2027 EWB Term Loan — 20,000 10.2 % January - 2026 Runway Note — 31,050 13.8 % April - 2027 Less: Discount on notes payable (4,144) (9,320) Total notes payable $ 60,856 $ 91,730 |
Interest Expense for all Debt Arrangements | Year Ended December 31, 2023 2022 ($ in thousands) Interest Fees Total Interest Fees Total Oaktree Note 5,561 2,073 7,634 5,561 1,532 7,093 Partner company convertible preferred shares 1,023 503 1,526 — — — Partner company installment payments - licenses 353 — 353 770 — 770 Partner company notes payable 1 4,856 492 5,348 4,021 533 4,554 Other 122 332 454 65 — 65 Total Interest Expense and Financing Fee $ 11,915 $ 3,400 $ 15,315 $ 10,417 $ 2,065 $ 12,482 Note 1: Imputed interest expense related to Ximino, Accutane, Anti-itch product license and VYNE product licenses (see Note 8); includes loss on extinguishment of $2.8 million recorded by Mustang related to payoff of the Runway Note on April 11, 2023 . |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consisted of the following: December 31, ($ in thousands) 2023 2022 Accounts payable $ 34,810 $ 57,244 Accrued expenses: Professional fees 1,681 1,693 Salaries, bonus and related benefits 8,531 9,772 Research and development 11,644 7,390 Research and development - license maintenance fees — 632 Research and development - milestones — 4,600 Accrued royalties payable 2,015 2,627 Accrued coupon and rebates 9,987 7,604 Return reserve 4,077 3,689 Accrued interest — 342 Other 817 1,853 Total accounts payable and accrued expenses $ 73,562 $ 97,446 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss per Common Share | |
Schedule of Diluted Weighted Average Shares Outstanding | Year Ended December 31, 2023 2022 Warrants to purchase Common Stock 873,065 233,057 Options to purchase Common Stock 32,601 48,317 Unvested Restricted Stock 1,362,880 1,225,000 Unvested Restricted Stock Units 151 2,608 Total 2,268,697 1,508,982 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stock Based Compensation Plans of Partner Companies | Certain partner companies have their own equity compensation plan under which shares are granted to eligible employees, directors and consultants in the form of restricted stock, stock options, and other types of grants of stock of the respective partner company’s common stock. The table below provides a summary of those plans as of December 31, 2023: Partner Shares Shares available at Company Stock Plan Authorized December 31, 2023 Avenue Avenue Therapeutics, Inc. 2015 Stock Plan 5,266,666 3,352,489 Cellvation Cellvation Inc. 2016 Incentive Plan 2,000,000 300,000 Checkpoint Checkpoint Therapeutics, Inc. Amended and Restated 2015 Stock Plan 6,000,000 3,510,830 Cyprium Cyprium Therapeutics, Inc. 2017 Stock Plan 2,000,000 675,000 Helocyte DiaVax Biosciences, Inc. 2015 Incentive Plan 2,000,000 341,667 Journey Journey Medical Corporation 2015 Stock Plan 7,642,857 1,487,994 Mustang Mustang Bio, Inc. 2016 Incentive Plan 733,333 282,334 Oncogenuity FBIO Acquisition Corp. VII 2017 Incentive Plan 2,000,000 1,200,000 Urica FBIO Acquisition Corp. VIII 2017 Incentive Plan 4,000,000 204,510 |
Schedule of Stock-Based Compensation Expense | The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the years ended December 31, 2023 and 2022: Year Ended December 31, ($ in thousands) 2023 2022 Employee and non-employee awards $ 8,369 $ 9,934 Executive awards of Fortress Companies' stock 1,576 2,718 Partner Companies: Avenue 907 649 Checkpoint 2,897 2,924 Mustang 567 2,283 Journey 2,606 4,425 Other 107 54 Total stock-based compensation expense $ 17,029 $ 22,987 |
Schedule of Stock Option Activities | The following table summarizes Fortress stock option activities excluding activities related to partner companies: Weighted average Total remaining Weighted average weighted average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2022 176,732 $ 22.08 $ 230,000 5.64 Forfeited (133,503) 8.14 — — Expired (24,333) 99.78 — — Options vested and expected to vest at December 31, 2023 18,896 $ 20.55 $ — 1.76 Options vested and exercisable at December 31, 2023 18,896 $ 20.55 $ — 1.76 |
Schedule of fair value assumptions | Year Ended December 31, 2022 Risk-free interest rate 3.78 % Expected dividend yield — Expected term in years 7.0 Expected volatility 78.48 % |
Schedule of Restricted Stock Awards and Restricted Stock Units | The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress subsidiaries: Weighted average grant Number of shares price Unvested balance at December 31, 2022 1,370,001 $ 35.44 Restricted stock granted 173,904 9.90 Restricted stock vested (181,831) 36.01 Restricted stock units granted 169,466 3.59 Restricted stock units forfeited (19,182) 42.05 Restricted stock units vested (53,658) 48.80 Unvested balance at December 31, 2023 1,458,700 $ 28.05 |
Schedule of Warrant activities | The following table summarizes Fortress warrant activities, excluding activities related to partner companies: Total weighted Weighted average average remaining Number of Weighted average intrinsic contractual life shares exercise price value (years) Outstanding as of December 31, 2021 300,374 $ 47.96 $ 68,800 3.93 Expired (173,086) 48.97 — Outstanding as of December 31, 2022 127,288 $ 46.58 $ — 7.45 Granted 5,885,000 1.70 Exercised (225,000) 1.70 Outstanding as of December 31, 2023 5,787,288 $ 1.88 $ 7,794,450 4.91 Exercisable as of December 31, 2023 5,787,288 $ 1.88 $ 7,794,450 4.91 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Schedule of lease expense | Year Ended December 31, ($ in thousands) 2023 2022 Operating lease cost $ 3,236 $ 3,524 Shared lease costs (2,086) (2,127) Variable lease cost 761 648 Total lease expense $ 1,911 $ 2,045 |
Summary of Quantitative Information about Operating Leases | The following tables summarize quantitative information about the Company’s operating leases: Year Ended December 31, ($ in thousands) 2023 2022 Operating cash flows from operating leases $ (3,549) $ (3,473) Right-of-use assets exchanged for new operating lease liabilities $ 923 $ 2,953 Weighted-average remaining lease term – operating leases (years) 4.2 4.7 Weighted-average discount rate – operating leases 6.5 % 6.6 % |
Schedule of Future Minimum Lease Payments | Year Ended December 31, ($ in thousands) 2023 2022 Operating cash flows from operating leases $ (3,549) $ (3,473) Right-of-use assets exchanged for new operating lease liabilities $ 923 $ 2,953 Weighted-average remaining lease term – operating leases (years) 4.2 4.7 Weighted-average discount rate – operating leases 6.5 % 6.6 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Schedule of effective date and PIK dividend or equity fee payable | PIK Dividend as a % of fully diluted outstanding Class of Stock Partner Company/Subsidiary Effective Date 1 capitalization Issued Avenue February 17, 2015 2.5 % 2 Common Stock Baergic December 17, 2019 5 2.5 % 3 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Checkpoint March 17, 2015 - % 4 Common Stock Cyprium March 13, 2017 2.5 % Common Stock Helocyte March 20, 2015 2.5 % Common Stock Mustang March 13, 2015 2.5 % Common Stock Oncogenuity April 22, 2020 5 2.5 % Common Stock Urica November 7, 2017 5 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Each PIK dividend and equity fee is payable on the annual anniversary of the effective date of the original Founders Agreement or has since been amended to January 1 of each calendar year. Note 2: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the Avenue SPMA PIK dividends were not be paid or accrued. Upon the repurchase of the securities held by InvaGen, such PIK dividends have resumed. Note 3: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual PIK dividend is now payable to Avenue. Note 4: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization. Note 5: Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. |
Schedule of PIK dividend or equity fee recorded | The following table summarizes, by subsidiary, the PIK dividend or equity fee recorded by the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the partner companies’/subsidiaries’ certificates of incorporation for the years ended December 31, 2023 and 2022 ($ in thousands): PIK Dividend Year Ended December 31, Partner company Date 2023 2022 Aevitas July 28 $ — $ 23 Avenue January 1 271 268 Baergic 1 December 17 — — Cellvation October 31 10 10 Checkpoint January 1 3,418 1,885 Cyprium January 1 304 422 Helocyte January 1 120 90 Mustang January 1 477 1,109 Oncogenuity May 8 9 8 Urica November 25 501 51 Fortress (5,110) (3,866) Total $ — $ — Note 1: Pursuant to the Share Contribution Agreement between Fortress and Avenue, under which Baergic became a majority-controlled and owned subsidiary of Avenue, Fortress also assigned to Avenue the Founders Agreement previously between Fortress and Baergic, such that Baergic’s annual PIK dividend is now payable to Avenue. |
Schedule of effective date and annual consulting fee payable by the subsidiary to the Company | The following table summarizes, by partner company/subsidiary, the effective date of the MSA and the annual consulting fee payable by the partner company/subsidiary to Fortress in quarterly installments ($ in thousands): Year Ended December 31, Partner Company/Subsidiary Effective Date 2023 2022 Aevitas 1 July 28, 2017 $ — $ 500 Avenue February 17, 2015 500 83 Baergic 2 March 9, 2017 — 417 Cellvation October 31, 2016 500 500 Checkpoint March 17, 2015 500 500 Cyprium March 13, 2017 500 500 Helocyte March 20, 2015 500 500 Mustang March 13, 2015 500 1,000 Oncogenuity February 10, 2017 500 500 Urica November 7, 2017 500 500 Fortress (4,000) (5,000) Consolidated (Income)/Expense $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of Components of Income Tax Expense (Benefit) | Year Ended December 31, ($ in thousands) 2023 2022 Current Federal $ 33 $ — State 254 449 Deferred Federal 194 — State 39 — Total $ 521 $ 449 |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, ($ in thousands) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 211,329 $ 198,250 Amortization of license fees 33,996 30,151 Amortization of in-process R&D 315 334 Stock compensation 13,184 13,754 Lease liability 6,477 7,011 Accruals and reserves 3,897 3,402 Tax credits 37,894 33,501 Startup costs 40 42 Unrealized gain/loss on investments 55 406 Section 174 R&D expenditure capitalization 59,238 34,170 State taxes 33 192 Business interest limitation 2,880 2,359 Reserve on Sales Return, Discount and Bad Debt 4,556 2,286 Total deferred tax assets 373,895 325,858 Less: valuation allowance (366,375) (317,959) Net deferred tax assets $ 7,520 $ 7,899 Deferred tax liabilities: Section 483 imputed interest $ (25) $ (92) Debt issuance costs (297) (347) Right of use asset (5,289) (5,835) Basis in subsidiary (2,142) (1,625) Total deferred tax liabilities, net $ (233) $ — |
Schedule of Effective Income Tax Rate Reconciliation | For the Year Ended December 31, 2023 2022 Percentage of pre-tax income: U.S. federal statutory income tax rate 21.0 % 21.0 % State taxes, net of federal benefit 10.6 % 6.7 % Credits 3.1 % 4.6 Non-deductible items (0.9) % (0.5) % Provision to return (0.7) % 1.8 % Stock based compensation shortfall (2.0) % (1.4) % Change in state rate 4.1 % (1.6) % Change in valuation allowance (31.5) % (31.3) % Change in subsidiary basis (1.0) % — % Deconsolidation/dissolution of subsidiaries (2.4) % — % Adjustment for warrants 0.9 % 0.1 % Section 162(m) compensation disallowance (1.2) % (0.8) % Other (0.3) % 1.2 % Effective income tax rate (0.3) % (0.2) % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Schedule of Segment Information | Pharmaceutical and Dermatology Biotechnology Products Product Year Ended December 31, 2023 Sales Development Consolidated Net revenue $ 79,181 $ 5,332 $ 84,513 Cost of goods - product revenue (26,660) — (26,660) Research and development (7,541) (98,530) (106,071) Selling, general and administrative (47,053) (47,071) (94,124) Other expense (1,559) (9,732) (11,291) Income tax expense (221) (300) (521) Segment loss $ (3,853) $ (150,301) $ (154,154) Pharmaceutical and Dermatology Biotechnology Products Product Year Ended December 31, 2022 Sales Development Consolidated Net revenue $ 73,669 $ 2,074 $ 75,743 Cost of goods - product revenue (30,775) — (30,775) Research and development (10,943) (123,933) (134,876) Selling, general and administrative (59,503) (54,153) (113,656) Other expense (2,048) (7,852) (9,900) Income tax (expense) benefit — (449) (449) Segment loss $ (29,600) $ (184,313) $ (213,913) Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product December 31, 2023 Sales Development Total Assets Intangible assets, net $ 20,287 $ — $ 20,287 Tangible assets 56,561 90,678 147,239 Total segment assets $ 76,848 $ 90,678 $ 167,526 Pharmaceutical and ($ in thousands) Dermatology Biotechnology Products Product December 31, 2022 Sales Development Total Assets Intangible assets, net $ 27,197 $ — $ 27,197 Tangible assets 77,964 189,140 267,104 Total segment assets $ 105,161 $ 189,140 $ 294,301 |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Year Ended December 31, 2023 2022 Revenue Qbrexza $ 25,410 $ 26,715 Accutane 20,168 18,373 Amzeeq 6,201 7,242 Zilxi 1,962 2,273 Targadox 3,204 7,972 Exelderm 2,395 3,463 Ximino 287 4,957 Luxamend 35 — Collaboration revenue 5,229 1,882 Revenue – related party 103 192 Other revenue 19,519 2,674 Total net revenue $ 84,513 $ 75,743 |
Organization and Description _2
Organization and Description of Business (Narrative) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Aug. 10, 2023 | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) company shares | Dec. 31, 2022 shares | |
Organization and Description of Business | |||||
Common Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | |||
Number of partner companies that are publicly traded | company | 4 | ||||
Number of partner companies that have consummated strategic partnerships with industry leaders | company | 3 | ||||
Sale of stock, net proceeds | $ | $ 8.9 | $ 10 | |||
Reverse Stock Split ratio | 0.0667 | ||||
Cash and cash equivalents, Parent Company | $ | $ 40.6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||
Number of operating segment | segment | 2 | |
Number of reportable segment | segment | 2 | |
Restricted cash | $ 2,438 | $ 2,688 |
Allowance for doubtful accounts | 500 | 400 |
Asset impairment | $ 3,100 | |
Unrecognized tax benefits | 3,200 | |
Ownership Ratio of preferred Stock and common Stock | 1 | |
Qbrexza | Fair Value Adjustment to Inventory | ||
Accounting Policies [Line Items] | ||
Finished goods inventory, fair value step-up | $ 300 | 400 |
Letter of Credit | ||
Accounting Policies [Line Items] | ||
Restricted cash | $ 2,400 | $ 2,700 |
Maintains Voting Control | ||
Accounting Policies [Line Items] | ||
Ownership percentage of the subsidiary to consolidate their accounts | 100% | |
Maximum | ||
Accounting Policies [Line Items] | ||
Ownership percentage of the subsidiary to consolidate their accounts | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies | |||
Cash and cash equivalents | $ 80,927 | $ 178,266 | |
Restricted cash | 2,438 | 2,688 | |
Total cash and cash equivalents and restricted cash | $ 83,365 | $ 180,954 | $ 307,964 |
Asset Purchase Agreements (Narr
Asset Purchase Agreements (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||
Jul. 28, 2023 USD ($) | Apr. 21, 2023 USD ($) | Oct. 11, 2022 USD ($) | Feb. 24, 2021 USD ($) | Dec. 31, 2023 USD ($) D | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Jul. 31, 2022 USD ($) | |
Proceeds from Issuance of Common Stock | $ 2,041 | $ 6,053 | ||||||||||
Payments of milestones | $ 500 | |||||||||||
Collaboration revenue | 5,229 | 1,882 | ||||||||||
Sale of Stock, Consideration Received on Transaction | $ 8,900 | $ 10,000 | ||||||||||
Asset purchase agreement to acquire Aevitas proprietary rights | ||||||||||||
Fair value of Aevitas interest retained | $ 2,600 | |||||||||||
Cyprium | Sentnyl | ||||||||||||
Contingent liability | $ 4,500 | 4,500 | 4,500 | |||||||||
Upfront fees payment | $ 8,000 | 8,000 | ||||||||||
Collaboration revenue | 700 | $ 1,900 | ||||||||||
Avenue | ||||||||||||
Proceeds from Issuance of Common Stock | $ 10,300 | $ 5,000 | ||||||||||
Avenue | InvaGen | ||||||||||||
Percentage of contingent fee payable | 7.50% | |||||||||||
Contingent fee payable from proceeds of future financing | $ 4,000 | |||||||||||
Aevitas | ||||||||||||
Loss from deconsolidation of Aevitas | 3,400 | |||||||||||
Aevitas | Maximum | Asset purchase agreement to acquire Aevitas proprietary rights | ||||||||||||
Upfront payment to be paid | $ 140,000 | |||||||||||
Mustang | ||||||||||||
Expenses under manufacturing services agreement | $ 4,100 | |||||||||||
Asset acquisition, minimum commitment amount | $ 8,000 | |||||||||||
Manufacturing services in excess of the minimum commitment | $ 3,000 | |||||||||||
Asset acquisition, minimum commitment amount payment, term | 2 years | |||||||||||
Asset acquisition, minimum commitment amount paid, percentage | 25% | |||||||||||
Mustang | Manufacturing Services Agreement [Member] | ||||||||||||
Reimbursed costs | 2,400 | |||||||||||
Receivable | $ 3,200 | 3,200 | 3,200 | |||||||||
Mustang | UBriGene | ||||||||||||
Consideration Transferred | $ 6,000 | |||||||||||
Contingent liability | $ 5,000 | |||||||||||
Contingent consideration period | 2 years | |||||||||||
Contingent liability, Issuance of equity securities | $ 10,000 | |||||||||||
Contingent consideration, Proposed lease period | 2 years | |||||||||||
Loss on sale of asset | $ 1,500 | |||||||||||
Transaction Related Expenses | $ 300 | |||||||||||
SPMA | Cyprium | Sentnyl | Manufacturing Services Agreement [Member] | ||||||||||||
Number of days to assume control over development of CUTX-101 in the event that CUTX-101 NDA approval has not been obtained | D | 45 | |||||||||||
FDA approval of the NDA | Cyprium | Sentnyl | Maximum | ||||||||||||
Payments of milestones | $ 129,000 | |||||||||||
Annual net sales up to $75 million | Cyprium | Sentynl APA | ||||||||||||
Contingent liability | $ 75,000 | 75,000 | 75,000 | |||||||||
Royalty on net sales to be received (in percent) | 3% | |||||||||||
Annual net sales between $75 million and $100 million | Cyprium | Sentynl APA | ||||||||||||
Consideration Transferred | $ 100,000 | |||||||||||
Contingent liability | $ 75,000 | $ 75,000 | $ 75,000 | |||||||||
Royalty on net sales to be received (in percent) | 8.75% | |||||||||||
Annual net sales in excess of $100 million | Cyprium | Sentynl APA | ||||||||||||
Consideration Transferred | $ 100,000 | |||||||||||
Royalty on net sales to be received (in percent) | 12.50% |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory | ||
Raw materials | $ 4,640 | $ 6,454 |
Work-in-process | 884 | 395 |
Finished goods | 4,987 | 7,739 |
Inventory reserve | (305) | (429) |
Total inventories | $ 10,206 | $ 14,159 |
Property Equipment (Schedule of
Property Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 15,397 | $ 25,466 |
Less: Accumulated depreciation | (8,892) | (12,446) |
Property, plant and equipment, net | 6,505 | 13,020 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 595 | 739 |
Useful Life (Years) | 3 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,017 | 1,387 |
Useful Life (Years) | 5 years | |
Machinery & equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 8,632 | |
Useful Life (Years) | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 13,175 | 13,175 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 15 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 581 | 581 |
Useful Life (Years) | 40 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 29 | $ 952 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment | ||
Depreciation expense | $ 2,230 | $ 3,109 |
Fair Value Measurements (Common
Fair Value Measurements (Common Stock Warrant Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 04, 2023 | Oct. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common Stock Warrant liabilities at beginning of period | $ 13,869 | |||
Change in fair value of Warrant liabilities | (4,424) | $ (1,129) | ||
Common Stock Warrant liabilities at end of period | 886 | 13,869 | ||
Checkpoint Common Stock Warrants | Common Stock Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common Stock Warrant liabilities at beginning of period | 11,170 | |||
Issuance of Warrants | 6,300 | 7,640 | ||
Change in fair value of Warrant liabilities | $ 7,700 | (7,924) | 3,252 | |
Exercise of common stock warrants | (3,121) | |||
Common Stock Warrant liabilities at end of period | 125 | 11,170 | ||
Checkpoint Common Stock Warrants | Placement Agent Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Issuance of Warrants | 278 | |||
Checkpoint Common Stock Warrants | Common Stock and Placement Agent Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common Stock Warrant liabilities at beginning of period | 11,200 | |||
Common Stock Warrant liabilities at end of period | 11,200 | |||
Avenue | Common Stock Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Issuance of Warrants | $ 8,278 | 2,235 | 8,278 | |
Change in fair value of Warrant liabilities | (5,669) | (4,258) | (5,669) | |
Common Stock Warrant liabilities at end of period | $ 2,609 | 586 | ||
Urica | Contingent Payment Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common Stock Warrant liabilities at beginning of period | 100 | |||
Common Stock Warrant liabilities at end of period | 200 | 100 | ||
Urica | Placement Agent Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Issuance of Warrants | 33 | $ 90 | ||
Change in fair value of Warrant liabilities | $ 52 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 04, 2023 USD ($) | Dec. 16, 2022 USD ($) | Oct. 11, 2022 USD ($) item $ / shares shares | Nov. 30, 2023 USD ($) item $ / shares shares | Oct. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Jul. 31, 2023 $ / shares | Jun. 13, 2023 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Estimated fair value of retained investment | $ 2,600 | |||||||||
Sale of stock, net proceeds | $ 8,900 | $ 10,000 | ||||||||
Gain (loss) on common stock warrant liabilities | (4,424) | $ (1,129) | ||||||||
Common stock, value | 15 | 7 | ||||||||
Warrant expiration term | 5 years | |||||||||
Common stock warrant liabilities | 886 | 13,869 | ||||||||
Number of common stock (in units) | item | 1 | |||||||||
Number of warrants (in units) | item | 1 | |||||||||
Number of shares called by warrants | shares | 1 | |||||||||
Exercise price of warrants | $ / shares | $ 1.70 | $ 8.136 | ||||||||
Proceeds from issuance of common stock for at-the-market offering, net | $ 2,041 | 6,053 | ||||||||
Sale of National Holding's stock, proceeds received | $ 8,900 | $ 10,000 | ||||||||
Stock price | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Retained investment, deconsolidated subsidiary, measurement input | $ / shares | 0.328 | |||||||||
Risk-free interest rate | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Retained investment, deconsolidated subsidiary, measurement input | 0.037 | |||||||||
Volatility | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Retained investment, deconsolidated subsidiary, measurement input | 0.80 | |||||||||
Discount for lack of marketability | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Retained investment, deconsolidated subsidiary, measurement input | 0.397 | |||||||||
December 2022 Offering | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 4.075 | |||||||||
Checkpoint Common Stock Warrants | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Sale of stock, net proceeds | $ 10,000 | |||||||||
Net proceeds | $ 11,100 | |||||||||
Warrants issued | shares | 6,325,354 | |||||||||
Exercise price of warrants | $ / shares | $ 4.075 | |||||||||
Stock offering, aggregate fees paid | $ 1,100 | |||||||||
Sale of National Holding's stock, proceeds received | $ 10,000 | |||||||||
Checkpoint Common Stock Warrants | Minimum | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 1.76 | |||||||||
Checkpoint Common Stock Warrants | Common Stock Warrant | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrants issued | shares | 6,325,354 | |||||||||
Exercise price of warrants | $ / shares | $ 1.51 | |||||||||
Checkpoint Common Stock Warrants | Common Stock Warrant | Minimum | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 2.82 | |||||||||
Checkpoint Common Stock Warrants | Common Stock Warrant | Maximum | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 5 | |||||||||
Checkpoint Common Stock Warrants | Common Stock and Pre-funded Warrants | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Sale of stock, net proceeds | $ 6,700 | |||||||||
Net proceeds | $ 0 | |||||||||
Proceeds from issuance of common stock for at-the-market offering, net | 7,500 | |||||||||
Stock offering, aggregate fees paid | 800 | |||||||||
Sale of National Holding's stock, proceeds received | $ 6,700 | |||||||||
Checkpoint Common Stock Warrants | 2022 Director Offering | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Sale of stock, net proceeds | 6,700 | |||||||||
Sale of National Holding's stock, proceeds received | $ 6,700 | |||||||||
Checkpoint Common Stock Warrants | February 2023 Offering | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 5 | |||||||||
Avenue | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Warrant expiration term | 5 years | |||||||||
Shares issued | shares | 3,636,365 | |||||||||
Number of common stock (in units) | item | 1 | 1 | ||||||||
Number of warrants (in units) | item | 1 | |||||||||
Number of shares called by warrants | shares | 1 | |||||||||
Proceeds from issuance of common stock for at-the-market offering, net | $ 10,300 | $ 5,000 | ||||||||
Avenue | Pre funded warrants | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.0001 | |||||||||
Unit Price Per Share | $ / shares | 3.2999 | |||||||||
Avenue | Common Stock and Pre-funded Warrants | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Unit Price Per Share | $ / shares | $ 3.30 | |||||||||
Common Stock Warrant | Checkpoint Common Stock Warrants | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Issuance of Warrants | $ 6,300 | 7,640 | ||||||||
Gain (loss) on common stock warrant liabilities | $ 7,700 | (7,924) | 3,252 | |||||||
Common stock warrant liabilities | 125 | 11,170 | ||||||||
Common Stock Warrant | Checkpoint Common Stock Warrants | 2022 Director Offering | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Gain (loss) on common stock warrant liabilities | 1,200 | |||||||||
Common Stock Warrant | Checkpoint Common Stock Warrants | February 2023 Offering | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Gain (loss) on common stock warrant liabilities | $ 1,100 | |||||||||
Common Stock Warrant | Avenue | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Issuance of Warrants | $ 8,278 | 2,235 | 8,278 | |||||||
Gain (loss) on common stock warrant liabilities | (5,669) | (4,258) | (5,669) | |||||||
Common stock warrant liabilities | $ 2,609 | 586 | ||||||||
Placement Agent Warrants | Checkpoint Common Stock Warrants | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Issuance of Warrants | 278 | |||||||||
Warrants issued | shares | 379,521 | |||||||||
Exercise price of warrants | $ / shares | $ 2.20 | |||||||||
Placement Agent Warrants | Urica | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Issuance of Warrants | 33 | 90 | ||||||||
Gain (loss) on common stock warrant liabilities | 52 | |||||||||
Contingent Payment Warrants | Urica | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Common stock warrant liabilities | $ 200 | $ 100 |
Fair Value Measurements (Weight
Fair Value Measurements (Weighted average Significant Unobservable Inputs) (Details) | Dec. 31, 2023 Y USD ($) $ / shares | Oct. 04, 2023 USD ($) $ / shares | Jan. 31, 2023 | Dec. 31, 2022 $ / shares USD ($) | Oct. 22, 2022 $ / shares |
Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 3.90 | 4.02 | |||
Risk-free interest rate | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 3.84 | ||||
Risk-free interest rate | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 4.23 | ||||
Expected term in years | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 3 | 4.78 | |||
Expected term in years | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ | 2.1 | ||||
Expected term in years | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ | 3.8 | ||||
Expected Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 160 | 93 | |||
Expected Volatility | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 148 | ||||
Expected Volatility | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 175 | ||||
Checkpoint | Stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 1.76 | ||||
Checkpoint | Stock price | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 4.08 | ||||
Checkpoint | Stock price | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 5.41 | ||||
Checkpoint | Risk-free interest rate | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.047 | 0.040 | |||
Checkpoint | Risk-free interest rate | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.054 | 0.047 | |||
Checkpoint | Expected term in years | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ | 0.7 | 1.5 | |||
Checkpoint | Expected term in years | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ | 4.2 | 5 | |||
Checkpoint | Expected Volatility | Minimum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.914 | 0.824 | |||
Checkpoint | Expected Volatility | Maximum | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.996 | 0.894 | |||
Checkpoint | Series A Warrants | Stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 5.41 | ||||
Checkpoint | Series A Warrants | Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.038 | ||||
Checkpoint | Series A Warrants | Expected term in years | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | Y | 4 | ||||
Checkpoint | Series A Warrants | Expected Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.964 | ||||
Avenue | Warrants to Purchase Common Stock [Member] | Stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ / shares | 1.55 | ||||
Avenue | Contingent Payment Warrants | Stock price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 0.16 | 1.38 | 1.16 | ||
Urica | Placement Agent Warrants | Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 3.93 | 3.94 | |||
Urica | Placement Agent Warrants | Expected term in years | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | $ | 0.5 | 1.5 | |||
Urica | Placement Agent Warrants | Expected Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrant liability, measurement input | 1.536 | 0.707 |
License Acquired (Schedule of R
License Acquired (Schedule of Research and Development for Licenses Acquired) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
License Agreements | ||
Research and development - licenses acquired | $ 4,324 | $ 677 |
License Acquired (Narrative) (D
License Acquired (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||
Sep. 26, 2023 | Sep. 08, 2023 | Aug. 31, 2023 | Apr. 27, 2023 | Feb. 28, 2023 | Oct. 11, 2022 | Jul. 31, 2020 | Jun. 30, 2021 | Jul. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 500 | |||||||||||
Expenses recognized | $ 106,071 | $ 134,876 | ||||||||||
Research and Development Expense | $ 106,071 | $ 134,876 | ||||||||||
Journey | Dr. Reddy's Laboratories, Ltd [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 4,000 | |||||||||||
Journey | Dr. Reddy's Laboratories, Ltd [Member] | Additional Sales Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 17,000 | |||||||||||
Journey | Maruho Co Ltd | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 45,000 | |||||||||||
Journey | Maruho Co Ltd | Maruho achieving net sales of ¥4 billion (yen) in single fiscal year | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 10,000 | |||||||||||
Journey | DFD Agreement | Licensing Agreements [Member] | Dr. Reddy's Laboratories, Ltd [Member] | Achievement of Certain clinical Development, Regulatory and First Commercial Sale milestones [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 158,000 | |||||||||||
Avenue | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Common shares issued (in shares) | 3,636,365 | |||||||||||
Avenue | AnnJi Pharmaceutical Co | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Royalty Expense | $ 1,000 | $ 2,000 | $ 3,000 | |||||||||
Common shares issued (in shares) | 831,618 | |||||||||||
Expenses recognized | $ 900 | |||||||||||
Stock offering, price per share | $ 2.10 | |||||||||||
Research and Development Expense | $ 900 | |||||||||||
Avenue | AnnJi Pharmaceutical Co | Additional Indication Milestones | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Common shares issued (in shares) | 276,652 | |||||||||||
Expenses recognized | $ 300 | |||||||||||
Research and Development Expense | $ 300 | |||||||||||
Avenue | AnnJi Pharmaceutical Co | Drug Development Milestones [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 27,500 | |||||||||||
Avenue | AnnJi Pharmaceutical Co | Additional Sales Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | 165,000 | |||||||||||
Avenue | Minimum | AnnJi Pharmaceutical Co | Additional Sales Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | 75,000 | |||||||||||
Avenue | Maximum | AnnJi Pharmaceutical Co | First Indication Milestones | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | 10,800 | |||||||||||
Avenue | Maximum | AnnJi Pharmaceutical Co | Additional Sales Milestone Payments | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | 750,000 | |||||||||||
Avenue | Maximum | DFD Agreement | AnnJi Pharmaceutical Co | Additional Indication Milestones | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Payments of milestones | $ 14,500 |
License Acquired (Journey and O
License Acquired (Journey and Other Narrative) (Details) $ in Thousands, ¥ in Billions | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||
Oct. 01, 2023 JPY (¥) | Aug. 31, 2023 USD ($) | Jul. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | May 31, 2021 USD ($) | Jul. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Payments of milestones | $ 500 | ||||||||||
Other revenue | $ 19,519 | $ 2,674 | |||||||||
Journey | Dr. Reddy's Laboratories, Ltd | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Upfront fees payment | $ 1,000 | ||||||||||
Payments of milestones | $ 4,000 | ||||||||||
Journey | Dr. Reddy's Laboratories, Ltd | Achievement of Certain Sales Milestones | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Payments of milestones | $ 17,000 | ||||||||||
Journey | Maruho Co Ltd | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Upfront fees payment | $ 19,000 | ||||||||||
Payments of milestones | $ 45,000 | ||||||||||
Other revenue | $ 19,000 | ||||||||||
Net Sales | ¥ | ¥ 4 | ||||||||||
Journey | Licensing Agreements | Dr. Reddy's Laboratories, Ltd | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Payments for research and development expenses | $ 23,800 | ||||||||||
Journey | Licensing Agreements | Dr. Reddy's Laboratories, Ltd | DFD Agreement | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Upfront fees payment | 10,000 | ||||||||||
Journey | Licensing Agreements | Dr. Reddy's Laboratories, Ltd | Achievement of Certain Clinical Development, Regulatory and First Commercial Sale milestones | DFD Agreement | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Payments of milestones | $ 158,000 | ||||||||||
Journey | Licensing Agreements | Minimum | Dr. Reddy's Laboratories, Ltd | Payable on Net Sales of the DFD-29 Product | DFD Agreement | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Sales royalties (as a percent) | 10% | ||||||||||
Journey | Licensing Agreements | Maximum | Dr. Reddy's Laboratories, Ltd | Payable on Net Sales of the DFD-29 Product | DFD Agreement | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Sales royalties (as a percent) | 15% | ||||||||||
Urica | Licensing Agreements | Fuji Yakuhin Co. Ltd | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Payments of milestones | $ 3,000 | ||||||||||
One-time amendment payment | $ 300 | ||||||||||
Urica | Licensing Agreements | Minimum | Fuji Yakuhin Co. Ltd | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Sales royalties (as a percent) | 7% | ||||||||||
Urica | Licensing Agreements | Maximum | Fuji Yakuhin Co. Ltd | |||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||
Payments of milestones | $ 88,000 | ||||||||||
Sales royalties (as a percent) | 10% |
License Acquired (Partner Compa
License Acquired (Partner Companies Narrative) (Details) - License agreements - Medical Centers $ in Millions | Dec. 31, 2023 USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Upfront and milestone payments on license agreements | $ 439.5 |
Sales-based milestone payments | 337.9 |
Mustang | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Upfront and milestone payments on license agreements | $ 285.2 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||
Jul. 31, 2020 USD ($) | Jul. 31, 2020 USD ($) Milestone | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Asset impairment | $ 3,100 | ||||
Purchase of intangible asset | 5,000 | $ 0 | |||
Payments of milestones | $ 500 | ||||
Journey | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset impairment | $ (3,143) | $ 0 | |||
Journey | Dr. Reddy's Laboratories, Ltd | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Purchase of intangible asset | $ 5,000 | ||||
Payment of Upfront Fees | 1,000 | ||||
Payments of milestones | $ 4,000 | ||||
Accutane agreement | 10 years | ||||
Period of written notice | 180 days | ||||
Achievement of Certain Sales Milestones | Journey | Dr. Reddy's Laboratories, Ltd | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Payments of milestones | $ 17,000 | ||||
Number of development milestones | Milestone | 3 | ||||
Qbrexza | Journey | Dermira, Inc. a subsidiary of Eli Lilly | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Percentage of royalty amounts diminution in the event of loss of exclusivity | 50% | ||||
Qbrexza | Achievement of Certain Sales Milestones | Journey | Dermira, Inc. a subsidiary of Eli Lilly | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Payments of milestones | $ 144,000 | ||||
Qbrexza | Minimum | First Two Years | Journey | Dermira, Inc. a subsidiary of Eli Lilly | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset purchase agreement, percentage of royalties | 30% | ||||
Qbrexza | Minimum | Period of Eight Years, After First Two Years | Journey | Dermira, Inc. a subsidiary of Eli Lilly | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset purchase agreement, percentage of royalties | 12% | ||||
Qbrexza | Maximum | First Two Years | Journey | Dermira, Inc. a subsidiary of Eli Lilly | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset purchase agreement, percentage of royalties | 40% | ||||
Qbrexza | Maximum | Period of Eight Years, After First Two Years | Journey | Dermira, Inc. a subsidiary of Eli Lilly | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset purchase agreement, percentage of royalties | 19% |
Intangible Assets (VYNE Product
Intangible Assets (VYNE Product Acquisition) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Revenues | $ 84,513 | $ 75,743 | ||
VYNE Product Acquisition | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Consideration transferred at closing | $ 20,000 | |||
VYNE Product Acquisition | Maximum | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Sales-based milestone payments | $ 450,000 | |||
VYNE Product Acquisition | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Deferred cash payment | $ 5,000 | |||
Percentage of upfront payments received on products outside the U.S. due to VYNE | 10% | |||
VYNE Product Acquisition | Annual Sales Of $100 Million | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Revenues | $ 100,000 | |||
Sales-based milestone payments | 10,000 | |||
VYNE Product Acquisition | Annual Sales Of $200 Million | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Revenues | 200,000 | |||
Sales-based milestone payments | 20,000 | |||
VYNE Product Acquisition | Annual Sales Of $300 Million | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Revenues | 300,000 | |||
Sales-based milestone payments | 30,000 | |||
VYNE Product Acquisition | Annual Sales Of $400 Million | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Revenues | 400,000 | |||
Sales-based milestone payments | 40,000 | |||
VYNE Product Acquisition | Annual Sales Of $500 Million | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Revenues | 500,000 | |||
Sales-based milestone payments | $ 50,000 |
Intangible Assets (Aggregate co
Intangible Assets (Aggregate consideration transferred for assets acquired in VYNE Product Acquisitions) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Acquisition of Vyne products | $ 5,000 | $ 0 | $ 20,000 | |
VYNE Product Acquisition | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Consideration transferred at closing | $ 20,000 | |||
Fair value of deferred cash payment | 4,740 | |||
Transaction costs | 223 | |||
Total consideration transferred at closing | 24,963 | |||
VYNE Product Acquisition | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Deferred cash payment | $ 5,000 |
Intangible Assets (Summary of a
Intangible Assets (Summary of assets acquired in VYNE Product Acquisition) (Details) - VYNE Product Acquisition $ in Thousands | Jan. 31, 2022 USD ($) |
Indefinite-lived Intangible Assets [Line Items] | |
Inventory | $ 6,041 |
Fair value of net identifiable assets acquired | 24,963 |
Amzeeq | |
Indefinite-lived Intangible Assets [Line Items] | |
Identifiable intangibles | 15,162 |
Zilxi | |
Indefinite-lived Intangible Assets [Line Items] | |
Identifiable intangibles | $ 3,760 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Impairment loss | $ 3,100 | |
Net intangible assets | 20,287 | $ 27,197 |
Journey | ||
Total intangible assets - asset purchases | 37,925 | 37,925 |
Accumulated amortization | (14,495) | (10,728) |
Impairment loss | (3,143) | 0 |
Net intangible assets | $ 20,287 | $ 27,197 |
Minimum | Journey | ||
Intangible assets, estimated useful lives | 3 years | |
Maximum | Journey | ||
Intangible assets, estimated useful lives | 9 years |
Intangible Assets (Schedule o_2
Intangible Assets (Schedule of Future Amortization of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 20,287 | $ 27,197 |
Journey | ||
Finite-Lived Intangible Assets [Line Items] | ||
December 31, 2024 | 3,257 | |
December 31, 2025 | 3,257 | |
December 31, 2026 | 2,471 | |
December 31, 2027 | 1,775 | |
Thereafter | 5,585 | |
Sub-total | 16,345 | |
Asset not yet placed in service | 3,942 | |
Net intangible assets | $ 20,287 | $ 27,197 |
Debt and Interest (Schedule of
Debt and Interest (Schedule of Debt) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 27, 2020 | |
Debt Instrument [Line Items] | |||
Less: Discount of notes payable | $ (4,144) | $ (9,320) | |
Total notes payable | 60,856 | 91,730 | |
Oaktree Note | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 50,000 | 50,000 | |
Interest rate | 11% | 11% | |
Maturity Date, description | August - 2025 | ||
SWK Term Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 15,000 | 0 | |
Interest rate | 15.10% | ||
Maturity Date, description | December - 2027 | ||
EWB Term Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 0 | 20,000 | |
Interest rate | 10.20% | ||
Maturity Date, description | January - 2026 | ||
Runway Note | |||
Debt Instrument [Line Items] | |||
Total notes payable, gross | $ 0 | $ 31,050 | |
Interest rate | 13.80% | ||
Maturity Date, description | April - 2027 |
Debt and Interest (Narrative) (
Debt and Interest (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2025 USD ($) | Apr. 11, 2023 USD ($) | Dec. 27, 2022 USD ($) $ / shares shares | Aug. 27, 2020 USD ($) shares | Dec. 27, 2003 USD ($) | Feb. 28, 2026 | Nov. 30, 2023 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) shares | Aug. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 13, 2023 $ / shares | Mar. 31, 2021 USD ($) | Aug. 29, 2020 $ / shares shares | |
Debt Instrument [Line Items] | |||||||||||||||
Sale of stock, net proceeds | $ 8,900,000 | $ 10,000,000 | |||||||||||||
Total notes payable | $ 60,856,000 | $ 91,730,000 | |||||||||||||
Unamortized debt discount fees | 4,144,000 | 9,320,000 | |||||||||||||
Debt instrument, interest expense | 11,915,000 | 10,417,000 | |||||||||||||
Repayments of debt | 50,375,000 | 0 | |||||||||||||
Letter of credit, amount outstanding | 2,400,000 | 2,700,000 | |||||||||||||
Number of shares called by warrants | shares | 1 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 1.70 | $ 8.136 | |||||||||||||
Fair Value Adjustment of Warrants | (4,424,000) | (1,129,000) | |||||||||||||
Amortization of Debt Issuance Costs | 3,400,000 | 2,065,000 | |||||||||||||
Warrant expiration term | 5 years | ||||||||||||||
Amortization of debt discount | 3,032,000 | 2,065,000 | |||||||||||||
Loss on extinguishment of debt | $ (2,796,000) | 0 | |||||||||||||
Debt Instrument, Repayment Period from February 2027 If Total Revenue Measured on Trailing Twelve Month Basis is Greater than Threshold Revenue as of December 31, 2025 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Percentage of Principal Amount | 15% | ||||||||||||||
Debt Instrument, Threshold Revenue Considered for No Periodic Payment | $ 70,000,000 | ||||||||||||||
IDB Note Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percent of Outstanding Loan Principal Amount for Calculation of Repayment Change | 7.50% | ||||||||||||||
Interest expense | $ 300,000 | ||||||||||||||
IDB Note Payable | Letter of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||
Oaktree Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face amount | $ 60,000,000 | ||||||||||||||
Debt instrument, interest expense | $ 5,561,000 | 5,561,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11% | 11% | |||||||||||||
Debt maturity date | Aug. 27, 2025 | ||||||||||||||
Percentage of upfront commitment fee | 3% | ||||||||||||||
Upfront Commitment Fee | $ 1,800,000 | ||||||||||||||
Debt issuance fees | $ 8,700,000 | ||||||||||||||
Agency fees payment | 35,000 | ||||||||||||||
Payment of expenses to third parties | $ 2,500,000 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 48 | ||||||||||||||
Warrants issued | shares | 116,624 | ||||||||||||||
Warrants, fair value | $ 4,400,000 | ||||||||||||||
Amortization of Debt Issuance Costs | 2,073,000 | 1,532,000 | |||||||||||||
Amortization of debt discount | $ 2,100,000 | 1,500,000 | |||||||||||||
Oaktree Note | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants issued | shares | 100,000 | ||||||||||||||
EWB Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amount outstanding | $ 10,000,000 | ||||||||||||||
Proceeds from debt | $ 5,000,000 | $ 15,000,000 | |||||||||||||
Debt instrument face amount | $ 20,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.20% | ||||||||||||||
Repayments of debt | $ 20,000,000 | ||||||||||||||
Interest expense | $ 2,800,000 | ||||||||||||||
Runway Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 13.80% | ||||||||||||||
Partner company notes payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, interest expense | $ 4,856,000 | 4,021,000 | |||||||||||||
Amortization of Debt Issuance Costs | $ 492,000 | $ 533,000 | |||||||||||||
SWK Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt, effective interest rate | 15.10% | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.10% | ||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||||||||
Proceeds from Lines of Credit | 15,000,000 | ||||||||||||||
Debt Instrument, Percentage of Exit Fees | 5% | ||||||||||||||
Payments of Debt Issuance Costs | $ 200,000 | ||||||||||||||
Amortization of Debt Issuance Costs | $ 200,000 | ||||||||||||||
Remaining borrowing capacity | $ 5,000,000 | ||||||||||||||
SWK Term Loan [Member] | Debt Instrument, Repayment Period from February 2027 If Total Revenue Measured on Trailing Twelve Month Basis is Greater than Threshold Revenue as of December 31, 2025 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Percentage of Principal Amount | 7.50% | ||||||||||||||
SWK Term Loan [Member] | If Debt Insturment Prepaid Prior To First Anniversary Of Closing Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Percentage of Prepayment Premium | 2% | ||||||||||||||
SWK Term Loan [Member] | If Debt Instrument Prepaid On Or After First Anniversary But Prior To Second Anniversary Of Closing Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Percentage of Prepayment Premium | 1% | ||||||||||||||
SWK Term Loan [Member] | If Debt Instrument Prepaid After Second Anniversary Of Closing Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Percentage of Prepayment Premium | 0% | ||||||||||||||
SWK Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Floor Rate | 5 | ||||||||||||||
Basis spread on variable rate | 7.75% | ||||||||||||||
Interest Expense | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair Value Adjustment of Warrants | $ 300,000 | ||||||||||||||
Mustang | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Common shares issued (in shares) | shares | 920,000 | ||||||||||||||
Stock offering, aggregate fees paid | $ 500,000 | ||||||||||||||
Mustang | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrant expiration term | 5 years 6 months | ||||||||||||||
Mustang | Runway Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term Loan payoff amount | $ 30,400,000 | ||||||||||||||
Urica | Placement Agent Warrants | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair Value Adjustment of Warrants | $ 52,000 | ||||||||||||||
Urica | 8% Cumulative Convertible Class B Preferred Offering | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants, fair value | $ 100,000 | ||||||||||||||
Stock offering, number of shares issued | shares | 135,494 | ||||||||||||||
Stock offering, gross proceeds | $ 3,400,000 | ||||||||||||||
Stock offering, aggregate fees paid | $ 500,000 | ||||||||||||||
Stock offering, price per share | $ / shares | $ 25 | ||||||||||||||
Preferred Stock, dividend rate percentage | 8% | ||||||||||||||
Aggregate gross proceeds from convertible preferred stock | $ 20,000,000 | ||||||||||||||
Percentage of discounted price | 20% | ||||||||||||||
Percentage of placement agents fees | 10% | ||||||||||||||
Percentage of number of securities into which warrants converted | 10% | ||||||||||||||
Percentage of common stock which can be exchanged for preferred stock | 10% |
Debt and Interest (Interest Exp
Debt and Interest (Interest Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Interest expense, interest | $ 11,915 | $ 10,417 |
Amortization of fees | 3,400 | 2,065 |
Interest expense, Total | 15,315 | 12,482 |
Unamortized debt discount fees | 4,144 | 9,320 |
Repayments of Debt | 50,375 | 0 |
Loss on extinguishment of debt | 2,796 | 0 |
Oaktree Note | ||
Debt Instrument [Line Items] | ||
Interest expense, interest | 5,561 | 5,561 |
Amortization of fees | 2,073 | 1,532 |
Interest expense, Total | 7,634 | 7,093 |
Partner company convertible preferred shares | ||
Debt Instrument [Line Items] | ||
Interest expense, interest | 1,023 | 0 |
Amortization of fees | 503 | 0 |
Interest expense, Total | 1,526 | 0 |
Partner company installment payments - licenses | ||
Debt Instrument [Line Items] | ||
Interest expense, interest | 353 | 770 |
Amortization of fees | 0 | 0 |
Interest expense, Total | 353 | 770 |
Partner company notes payable | ||
Debt Instrument [Line Items] | ||
Interest expense, interest | 4,856 | 4,021 |
Amortization of fees | 492 | 533 |
Interest expense, Total | 5,348 | 4,554 |
Other | ||
Debt Instrument [Line Items] | ||
Interest expense, interest | 122 | 65 |
Amortization of fees | 332 | 0 |
Interest expense, Total | $ 454 | $ 65 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses | ||
Accounts payable | $ 34,810 | $ 57,244 |
Accrued expenses: | ||
Professional fees | 1,681 | 1,693 |
Salaries, bonus and related benefits | 8,531 | 9,772 |
Research and development | 11,644 | 7,390 |
Research and development - license maintenance fees | 0 | 632 |
Research and development - milestones | 0 | 4,600 |
Accrued royalties payable | 2,015 | 2,627 |
Accrued coupon and rebates | 9,987 | 7,604 |
Return reserve | 4,077 | 3,689 |
Accrued interest | 0 | 342 |
Other | 817 | 1,853 |
Total accounts payable and accrued expenses | $ 73,562 | $ 97,446 |
Non-Controlling Interests (Sche
Non-Controlling Interests (Schedule of Non-Controlling Interests in Consolidated Entities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||
Net loss attributable to non-controlling interests | $ (93,517) | $ (127,338) |
Non-controlling interests in consolidated entities | $ (20,957) | $ 8,304 |
Checkpoint | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling ownership | 18% | 9% |
Journey | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling ownership | 56% | 50% |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss per Common Share | ||
Preferred stock dividend | $ 8,032 | $ 8,032 |
Net loss attributable to common stockholders | $ (68,669) | $ (94,607) |
Net loss per common share attributable to common stockholders - basic | $ (8.47) | $ (15.97) |
Quarterly dividend [Member] | ||
Net Loss per Common Share | ||
Preferred stock dividend | $ 2,000 | |
Previously Reported | Correction of presentation | ||
Net Loss per Common Share | ||
Net loss attributable to common stockholders | $ (86,600) | |
Net loss per common share attributable to common stockholders - basic | $ (14.61) |
Net Loss per Common Share (Sche
Net Loss per Common Share (Schedule of Diluted Weighted Average Shares Outstanding) (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 2,268,697 | 1,508,982 |
Warrants to purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 873,065 | 233,057 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 32,601 | 48,317 |
Unvested Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 1,362,880 | 1,225,000 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computations of diluted weighted average shares outstanding | 151 | 2,608 |
Stockholders' Equity (Stock-Bas
Stockholders' Equity (Stock-Based Compensation Expense) (Details) $ in Thousands | 12 Months Ended | ||
Aug. 10, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.0667 | ||
Stock-based compensation expense | $ 17,029 | $ 22,987 | |
Avenue Therapeutics, Inc [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 907 | 649 | |
Checkpoint [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,897 | 2,924 | |
Mustang | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 567 | 2,283 | |
Journey | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,606 | 4,425 | |
Other Partners [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 107 | 54 | |
Employee awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 8,369 | 9,934 | |
Executive awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,576 | $ 2,718 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Aug. 10, 2023 | Jan. 01, 2022 shares | Jan. 01, 2021 shares | Aug. 29, 2020 $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Nov. 30, 2023 $ / shares | Jun. 13, 2023 $ / shares | Aug. 27, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Reverse Stock Split ratio | 0.0667 | ||||||||
Common Stock, shares authorized | shares | 200,000,000 | 200,000,000 | |||||||
Stock-based compensation expense | $ | $ 17,029 | $ 22,987 | |||||||
Stock options, unrecognized compensation expense | $ | 0 | ||||||||
Exercise price of warrants | $ / shares | $ 1.70 | $ 8.136 | |||||||
Change in fair value of Warrant liabilities | $ | $ (4,424) | (1,129) | |||||||
Share based compensation, additional shares authorized | shares | 1,900,000 | ||||||||
Stock based compensation, vesting period | 10 years | ||||||||
Journey | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | $ 2,606 | $ 4,425 | |||||||
Oaktree Note [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants issued | shares | 116,624 | ||||||||
Exercise price of warrants | $ / shares | $ 48 | ||||||||
Percentage of market price of common stock for additional warrants | 95% | ||||||||
Warrants expiration date | Aug. 27, 2030 | ||||||||
2007 and 2013 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation, number of shares granted | shares | 1,858,879 | ||||||||
Stock based compensation, shares available for issuance | shares | 74,454 | ||||||||
2013 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share based compensation, additional shares authorized | shares | 0.5 | 0.2 | |||||||
2012 Employee Stock Purchase Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | $ 11,000,000 | $ 100 | |||||||
Predetermined fair value percentage during offering period | 85% | ||||||||
Shares purchased in connection with the ESPP offering | shares | 100,000 | ||||||||
Number of shares available for future issuance | shares | 100,000 | ||||||||
Long-term Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | $ 5,800 | 5,300 | |||||||
Fair value of stock granted | $ | $ 800 | $ 2,800 | |||||||
LTIP, Percentage of outstanding shares | 1% | ||||||||
Minimum | Oaktree Note [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants issued | shares | 100,000 | ||||||||
Chief Executive Officer (Dr. Rosenwald) [Member] | Long-term Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares Granted | shares | 81,286 | 81,286 | |||||||
Executive Vice President (Mr. Weiss) [Member] | Long-term Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares Granted | shares | 73,532 | 73,532 | |||||||
Employees and Non-Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares Granted | shares | 100,000 | 200,000 | |||||||
Research and Development Expense [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | $ 3,200 | $ 4,400 | |||||||
General and Administrative Expense [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | 13,800 | 18,500 | |||||||
Interest Expense [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Change in fair value of Warrant liabilities | $ | 300 | ||||||||
Restricted Stock Awards and Restricted Stock Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | 16,000 | 21,900 | |||||||
Fair value of stock granted | $ | 9,600 | 7,300 | |||||||
Restricted Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense for awards other than options | $ | $ 10,600 | ||||||||
Number of shares Granted | shares | 173,904 | ||||||||
Stock based compensation, vesting period | 1 year 7 months 6 days | ||||||||
Fair value of stock granted | $ | $ 7,000 | $ 1,700 | |||||||
Restricted Stock [Member] | Executives and Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares Granted | shares | 300,000 | 200,000 | |||||||
Restricted Stock [Member] | Non-Employee Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Deferred compensation plan, shares issued | shares | 27,000 | 22,000 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense for awards other than options | $ | $ 1,400 | ||||||||
Number of shares Granted | shares | 169,466 | ||||||||
Stock based compensation, vesting period | 1 year 8 months 12 days | ||||||||
Fair value of stock granted | $ | $ 2,100 | $ 600 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activities) (Details) - USD ($) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options vested and expected to vest, Number of shares | 176,732 | ||
Number of shares, Exercised | 0 | 0 | |
Number of shares, Forfeited | (133,503) | ||
Number of shares, Expired | (24,333) | ||
Options vested and expected to vest, Number of shares | 18,896 | 176,732 | 18,896 |
Options vested and exercisable, Number of shares | 18,896 | 18,896 | |
Options vested and expected to vest, Weighted average exercise price | $ 22.08 | ||
Weighted average exercise price, Forfeited | 8.14 | ||
Weighted average exercise price, Expired | 99.78 | ||
Options vested and expected to vest, Weighted average exercise price | 20.55 | $ 22.08 | $ 20.55 |
Options vested and exercisable, Weighted average exercise price | $ 20.55 | $ 20.55 | |
Total weighted average intrinsic value, Options vested and expected to vest | $ 230,000 | ||
Total weighted average intrinsic value, Options vested and expected to vest | $ 230,000 | ||
Options vested and expected to vest, Weighted average contractual life | 1 year 9 months 3 days | 5 years 7 months 20 days | |
Options vested and exercisable, Weighted average remaining contractual life (years) | 1 year 9 months 3 days |
Stockholders' Equity (Black-Sch
Stockholders' Equity (Black-Scholes Option Assumptions) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 3.78% |
Expected term in years | 7 years |
Expected volatility | 78.48% |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Awards and Restricted Stock Units) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Awards and Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Unvested balance | 1,458,700 | 1,370,001 |
Weighted average grant price, Unvested balance | $ 28.05 | $ 35.44 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares Granted | 173,904 | |
Number of shares, Vested | (181,831) | |
Weighted average grant price, Granted | $ 9.90 | |
Weighted average grant price, Vested | $ 36.01 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares Granted | 169,466 | |
Number of shares, Vested | (53,658) | |
Number of shares, Forfeited | (19,182) | |
Weighted average grant price, Granted | $ 3.59 | |
Weighted average grant price, Vested | 48.80 | |
Weighted average exercise price, Forfeited | $ 42.05 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Warrant activities) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Outstanding warrants | 5,787,288 | 127,288 | 300,374 |
Warrants granted, Number of shares | 5,885,000 | ||
Warrants exercised, Number of shares | (225,000) | ||
Warrants expired, Number of shares | (173,086) | ||
Warrants exercisable, Number of shares | 5,787,288 | ||
Warrants outstanding, Weighted average exercise price | $ 1.88 | $ 46.58 | $ 47.96 |
Warrants granted, Weighted average exercise price | 1.70 | ||
Warrants exercised, Weighted average exercise price | 1.70 | ||
Warrants expired, Weighted average exercise price | $ 48.97 | ||
Warrants exercisable, Weighted average exercise price | $ 1.88 | ||
Warrants outstanding, Weighted average intrinsic value | $ 7,794,450 | $ 0 | $ 68,800 |
Warrants granted, Weighted average intrinsic value | $ 0 | ||
Warrants exercisable, Weighted average intrinsic value | $ 7,794,450 | ||
Warrants, Weighted average remaining contractual life | 4 years 10 months 28 days | 7 years 5 months 12 days | 3 years 11 months 4 days |
Warrants exercisable, Weighted average remaining contractual life | 4 years 10 months 28 days |
Stockholders' Equity (Capital R
Stockholders' Equity (Capital Raises) (Narrative) (Details) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||||
May 05, 2023 USD ($) | Feb. 10, 2023 USD ($) item $ / shares shares | Dec. 30, 2022 USD ($) | Dec. 27, 2022 USD ($) $ / shares shares | Dec. 16, 2022 USD ($) | Oct. 11, 2022 USD ($) item $ / shares shares | Nov. 30, 2023 USD ($) item $ / shares shares | Oct. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) | Jan. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2018 | Jul. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 13, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares called by warrants | shares | 1 | ||||||||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 1.70 | $ 8.136 | |||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||
Number of common stock (in units) | item | 1 | ||||||||||||||||
Number of warrants (in units) | item | 1 | ||||||||||||||||
Sale of stock, net proceeds | $ 8,900,000 | $ 10,000,000 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,041,000 | $ 6,053,000 | |||||||||||||||
Gain (loss) on common stock warrant liabilities | (4,424,000) | $ (1,129,000) | |||||||||||||||
Aggregate purchase price | $ 22,085,000 | ||||||||||||||||
Series A Perpetual Preferred Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Preferred Stock, dividend rate percentage | 9.375% | ||||||||||||||||
Checkpoint | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 6,325,354 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 4.075 | ||||||||||||||||
Stock offering, aggregate fees paid | $ 1,100,000 | ||||||||||||||||
Sale of stock, net proceeds | 10,000,000 | ||||||||||||||||
Net proceeds | $ 11,100,000 | ||||||||||||||||
Checkpoint | Common Stock Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 6,325,354 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.51 | ||||||||||||||||
Checkpoint | Common Stock and Pre-funded Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, aggregate fees paid | $ 800,000 | ||||||||||||||||
Sale of stock, net proceeds | 6,700,000 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 7,500,000 | ||||||||||||||||
Net proceeds | $ 0 | ||||||||||||||||
Checkpoint | Series A Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 6,325,354 | ||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||
Checkpoint | Series B Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 6,325,354 | ||||||||||||||||
Warrant expiration term | 24 months | ||||||||||||||||
Mustang | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares issued | shares | 920,000 | ||||||||||||||||
Gross proceeds | $ 4,400,000 | ||||||||||||||||
Stock offering, aggregate fees paid | $ 500,000 | ||||||||||||||||
Mustang | Pre-Funded Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 1,688,236 | ||||||||||||||||
Stock offering, price per share | $ / shares | $ 1.699 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.70 | ||||||||||||||||
Mustang | Unregistered warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 2,588,236 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.58 | ||||||||||||||||
Avenue | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares issued | shares | 3,636,365 | ||||||||||||||||
Warrants issued | shares | 545,454 | ||||||||||||||||
Number of shares called by warrants | shares | 1 | ||||||||||||||||
Gross proceeds | $ 3,800,000 | ||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||
Number of common stock (in units) | item | 1 | 1 | |||||||||||||||
Number of warrants (in units) | item | 1 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 10,300,000 | $ 5,000,000 | |||||||||||||||
Avenue | InvaGen [Member] | Share repurchase agreement | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Percentage of shares repurchased | 100% | ||||||||||||||||
Purchase price of shares repurchased | $ 3,000,000 | ||||||||||||||||
Avenue | Pre-Funded Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.0001 | ||||||||||||||||
Unit Price Per Share | $ / shares | 3.2999 | ||||||||||||||||
Avenue | Common Stock and Pre-funded Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unit Price Per Share | $ / shares | $ 3.30 | ||||||||||||||||
Avenue | Series A Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.3006 | ||||||||||||||||
Number of common stock (in units) | item | 1 | ||||||||||||||||
Number of warrants (in units) | item | 1 | ||||||||||||||||
Avenue | Series B Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.3006 | ||||||||||||||||
Warrant expiration term | 18 months | ||||||||||||||||
Number of common stock (in units) | item | 1 | ||||||||||||||||
Number of warrants (in units) | item | 1 | ||||||||||||||||
Avenue | January 2023 Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares called by warrants | shares | 1 | ||||||||||||||||
Urica | Convertible Class B Preferred Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 135,494 | ||||||||||||||||
Stock offering, price per share | $ / shares | $ 25 | ||||||||||||||||
Stock offering, gross proceeds | $ 3,400,000 | ||||||||||||||||
Stock offering, aggregate fees paid | $ 500,000 | ||||||||||||||||
Preferred Stock, dividend rate percentage | 8% | ||||||||||||||||
Maximum | Checkpoint | Common Stock Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 5 | ||||||||||||||||
Maximum | Mustang | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Warrant expiration term | 5 years 6 months | ||||||||||||||||
Minimum | Checkpoint | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.76 | ||||||||||||||||
Minimum | Checkpoint | Common Stock Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 2.82 | ||||||||||||||||
At the Market Offering [Member] | Common Stock [Member] | Cantor Fitzgerald & Co., Oppenheimer & Co., Inc., H.C. Wainwright & Co. Inc., Jones Trading Institutional Services LLC. B. Riley and Dawson James Securities, Inc [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 200,000 | 300,000 | |||||||||||||||
Stock offering, price per share | $ / shares | 22.58 | $ 9.61 | $ 22.58 | ||||||||||||||
Stock offering, gross proceeds | $ 2,200,000 | $ 6,200,000 | |||||||||||||||
Stock offering, aggregate fees paid | $ 100,000 | $ 200,000 | |||||||||||||||
At the Market Offering [Member] | Journey | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares available for future issuance | shares | 4,900,000 | ||||||||||||||||
Common Stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||
At the Market Offering [Member] | Journey | Common Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 700,000 | ||||||||||||||||
Stock offering, price per share | $ / shares | $ 6.189 | ||||||||||||||||
Number of Shares issuable for At-the-Market offering | shares | 4,151,297 | ||||||||||||||||
Stock offering, gross proceeds | $ 4,600,000 | ||||||||||||||||
Stock offering, aggregate fees paid | $ 100,000 | ||||||||||||||||
At the Market Offering [Member] | Checkpoint | Common Stock [Member] | Founders Agreement [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 398,660 | 56,671 | |||||||||||||||
Shares issued (in percent) | 2.50% | ||||||||||||||||
At the Market Offering [Member] | Mustang | Common Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 100,000 | 500,000 | |||||||||||||||
Stock offering, price per share | $ / shares | $ 12.61 | $ 3.15 | $ 12.61 | ||||||||||||||
Stock offering, gross proceeds | $ 200,000 | $ 6,600,000 | |||||||||||||||
Stock offering, aggregate fees paid | 3,000,000,000 | 100,000 | |||||||||||||||
Sale of stock, net proceeds | $ 200,000 | $ 6,500,000 | |||||||||||||||
At the Market Offering [Member] | Mustang | Common Stock [Member] | Founders Agreement [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 13,131 | ||||||||||||||||
Number of Shares issuable for At-the-Market offering | shares | 1,297 | ||||||||||||||||
Shares issued (in percent) | 2.50% | ||||||||||||||||
At the Market Offering [Member] | Avenue | Common Stock [Member] | Founders Agreement [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 52,419 | ||||||||||||||||
Number of shares available for future issuance | shares | 90,909 | 415,718 | 90,909 | ||||||||||||||
Shares issued (in percent) | 2.50% | ||||||||||||||||
Public Offering [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares issued | shares | 5,885,000 | ||||||||||||||||
Unit Price Per Share | $ / shares | $ 1.70 | ||||||||||||||||
Public Offering [Member] | Avenue | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 16,633,400 | ||||||||||||||||
Stock offering, price per share | $ / shares | $ 0.3006 | ||||||||||||||||
Shelf Registration Statement [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Amount available for future stock offerings | $ 100,100,000 | ||||||||||||||||
Shelf Registration Statement [Member] | Journey | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | $ 150,000,000 | ||||||||||||||||
Shelf Registration Statement [Member] | Checkpoint | Common Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 532,816 | ||||||||||||||||
Stock offering, price per share | $ / shares | $ 18.99 | ||||||||||||||||
Stock offering, gross proceeds | $ 10,100,000 | ||||||||||||||||
Sale of stock, net proceeds | 9,900,000 | ||||||||||||||||
Shelf Registration Statement [Member] | Mustang | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | $ 200,000,000 | ||||||||||||||||
Stock offering, commission rate | 3% | ||||||||||||||||
Amount available for future stock offerings | 195,600,000 | ||||||||||||||||
Shelf Registration 2023 Statement [Member] | Checkpoint | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Amount available for future stock offerings | $ 91,700,000 | ||||||||||||||||
Shelf Registration 2023 Statement [Member] | Checkpoint | Common Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 0 | ||||||||||||||||
Shelf Registration 2023 Statement [Member] | Maximum | Checkpoint | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, aggregate offering permitted by the agreement | $ 150,000,000 | ||||||||||||||||
Direct Offering [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 1,100,000 | ||||||||||||||||
Stock offering, price per share | $ / shares | $ 12.53 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 13,200,000 | ||||||||||||||||
Percentage of company subsidiaries | 3.50% | ||||||||||||||||
Number of new operating subsidiaries | item | 20 | ||||||||||||||||
Threshold period of corporate development transaction | 5 years | ||||||||||||||||
Exercisable period | 10 years | ||||||||||||||||
Shares Exercisable Fair Market Value Number Of Shares Equivalent | shares | 1 | ||||||||||||||||
Aggregate purchase price | $ 2,900,000 | ||||||||||||||||
Direct Offering [Member] | Checkpoint | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price of warrants | $ / shares | $ 5 | ||||||||||||||||
Sale of stock, net proceeds | $ 6,700,000 | ||||||||||||||||
Direct Offering [Member] | Checkpoint | Common Stock Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 9,621,089 | ||||||||||||||||
Shares issued | shares | 950,000 | ||||||||||||||||
Unit Price Per Share | $ / shares | $ 4.325 | $ 4.325 | |||||||||||||||
Direct Offering [Member] | Checkpoint | Pre-Funded Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Warrants issued | shares | 784,105 | ||||||||||||||||
Number of shares called by warrants | shares | 1 | 1 | |||||||||||||||
Direct Offering [Member] | Checkpoint | Series A Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 1,734,105 | 1,734,105 | |||||||||||||||
Warrant expiration term | 5 years | 5 years | |||||||||||||||
Direct Offering [Member] | Checkpoint | Series B Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 1,734,105 | 1,734,105 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 4.075 | $ 4.075 | |||||||||||||||
Warrant expiration term | 18 months | 18 months | |||||||||||||||
Direct Offering [Member] | Checkpoint | Common Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, number of shares issued | shares | 6,957,186 | ||||||||||||||||
Direct Offering [Member] | Checkpoint | Common Stock [Member] | Pre-Funded Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants to purchase shares | shares | 2,663,903 | ||||||||||||||||
Direct Offering [Member] | Checkpoint | Common Stock [Member] | Series A Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||||
Direct Offering [Member] | Checkpoint | Common Stock [Member] | Series B Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Warrant expiration term | 18 months | ||||||||||||||||
Direct Offering [Member] | Avenue | Common Stock [Member] | January 2023 Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Gross proceeds | $ 3,200,000 | ||||||||||||||||
Sale of stock, net proceeds | $ 2,800,000 | ||||||||||||||||
Direct Offering [Member] | Maximum | Checkpoint | Common Stock [Member] | Common Stock Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, price per share | $ / shares | $ 5.25 | ||||||||||||||||
Direct Offering [Member] | Minimum | Checkpoint | Common Stock [Member] | Common Stock Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, price per share | $ / shares | $ 3.07 | ||||||||||||||||
Registered Offering | Avenue | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares issued | shares | 448,000 | ||||||||||||||||
Share Price | $ / shares | $ 1.55 | ||||||||||||||||
Registered Offering | Avenue | Pre-Funded Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares called by warrants | shares | 1,492,299 | ||||||||||||||||
Offering price per share | $ / shares | $ 0.001 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.001 | ||||||||||||||||
Private Placement | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares called by warrants | shares | 14,600,000 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.3006 | ||||||||||||||||
Private Placement | Avenue | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares issued | shares | 767,085 | ||||||||||||||||
Share Price | $ / shares | $ 0.717 | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 550,000 | ||||||||||||||||
Aggregate purchase price | $ 550,000 | ||||||||||||||||
Private Placement | Avenue | January 2023 Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares called by warrants | shares | 1,940,299 | ||||||||||||||||
Offering price per share | $ / shares | $ 0.125 | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.55 | ||||||||||||||||
Concurrent Private Placement [Member] | Checkpoint | Common Stock [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock offering, gross proceeds | $ 33,600,000 | ||||||||||||||||
Net proceeds | $ 30,400,000 |
Stockholders' Equity (Stock Bas
Stockholders' Equity (Stock Based Compensation Plans of Partner Companies) (Details) | Dec. 31, 2023 shares |
Oncogenuity [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 1,200,000 |
Urica | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 4,000,000 |
Shares available | 204,510 |
2017 Long term Incentive Plan [Member] | Cyprium [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 675,000 |
2016 Long term Incentive Plan [Member] | Cellvation [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 300,000 |
2016 Long term Incentive Plan [Member] | Mustang | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 733,333 |
Shares available | 282,334 |
2015 Long term Incentive Plan [Member] | Avenue Therapeutics, Inc [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 5,266,666 |
Shares available | 3,352,489 |
2015 Long term Incentive Plan [Member] | Checkpoint [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 6,000,000 |
Shares available | 3,510,830 |
2015 Long term Incentive Plan [Member] | Helocyte [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 341,667 |
2015 Long term Incentive Plan [Member] | Journey | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 7,642,857 |
Shares available | 1,487,994 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock and Preferred Stock) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | Oct. 26, 2017 | |
Common Stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common Stock, par value | $ 0.001 | $ 0.001 | ||
Common Stock, shares outstanding | 15,093,053 | 7,366,283 | ||
Preferred Stock, Shares Authorized | 15,000,000 | 15,000,000 | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 | ||
Preferred Stock, shares issued | 3,427,138 | 3,427,138 | ||
Preferred Stock, shares outstanding | 3,427,138 | 3,427,138 | ||
Preferred Stock, liquidation preference per share | $ 25 | $ 25 | ||
Series A Perpetual Preferred Stock [Member] | ||||
Preferred Stock, Shares Authorized | 5,000,000 | |||
Preferred Stock, par value | $ 0.001 | |||
Preferred Stock, shares issued | 3,427,138 | |||
Preferred Stock, shares outstanding | 3,427,138 | |||
Preferred Stock, dividend rate percentage | 9.375% | |||
Preferred Stock, dividend payable per share per annum | $ 2.34375 | $ 0.299479 | ||
Preferred Stock, quarterly dividend rate per share | $ 0.5839375 | |||
Preferred Stock dividends | $ 8 | $ 8 | ||
Preferred Stock, Redemption Terms | may be redeemed in whole or in part (at the Company’s option) any time on or after December 15, 2022, upon not less than 30 days nor more than 60 days | |||
Preferred Stock, redemption price per share | $ 25 | |||
Preferred Stock, liquidation preference per share | 25 | |||
Series A Perpetual Preferred Stock [Member] | Change of Control [Member] | ||||
Preferred Stock, redemption price per share | 25 | |||
Preferred Stock, liquidation preference per share | $ 25 | |||
Preferred Stock to common stock conversion ratio | 13.05483 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Operating Lease, Description [Abstract] | ||
Operating lease liabilities | $ 20,805 | |
Operating lease right-of-use asset, net | 16,990 | $ 19,991 |
Rent expense | $ 1,900 | $ 2,000 |
New York, NY Office Space | ||
Lessee, Operating Lease, Description [Abstract] | ||
Lease expiration date | Apr. 30, 2031 | |
Mustang | Worcester, Massachusetts | ||
Lessee, Operating Lease, Description [Abstract] | ||
Lease expiration date | Oct. 27, 2026 |
Commitments and Contingencies_3
Commitments and Contingencies (Lease Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | ||
Operating lease cost | $ 3,236 | $ 3,524 |
Shared lease costs | (2,086) | (2,127) |
Variable lease cost | 761 | 648 |
Total lease expense | $ 1,911 | $ 2,045 |
Commitments and Contingencies_4
Commitments and Contingencies (Quantitative Information about Operating Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | ||
Operating cash flows from operating leases | $ (3,549) | $ (3,473) |
Right-of-use assets exchanged for new operating lease liabilities | $ 923 | $ 2,953 |
Weighted-average remaining lease term - operating leases (years) | 4 years 2 months 12 days | 4 years 8 months 12 days |
Weighted-average discount rate - operating leases | 6.50% | 6.60% |
Commitments and Contingencies_5
Commitments and Contingencies (Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year ended December 31, 2024 | $ 3,796 |
Year Ended December 31, 2025 | 3,799 |
Year Ended December 31, 2026 | 3,535 |
Year Ended December 31, 2027 | 3,191 |
Other | 11,669 |
Total operating lease liabilities | 25,990 |
Less: present value discount | (5,185) |
Net operating lease liabilities, short-term and long-term | $ 20,805 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Benefit Plan | ||
Employee contribution percentage | 4% | |
Employer matching contribution | $ 1.1 | $ 1.1 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 11, 2022 | May 11, 2022 | Nov. 12, 2021 | Nov. 30, 2023 | Sep. 30, 2023 | Aug. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||||
Common Stock, par value | $ 0.001 | $ 0.001 | |||||||
Aggregate purchase price | $ 22,085,000 | ||||||||
Proceeds from issuance of Common stock | $ 2,041,000 | $ 6,053,000 | |||||||
Preferred Stock, shares outstanding | 3,427,138 | 3,427,138 | |||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | |||||||
Total notes payable | $ 60,856,000 | $ 91,730,000 | |||||||
Repayments of Debt | $ 50,375,000 | 0 | |||||||
Avenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued | 3,636,365 | ||||||||
Proceeds from issuance of Common stock | $ 10,300,000 | $ 5,000,000 | |||||||
Paid in Kind dividend as a percentage of fully diluted outstanding capitalization | 2.50% | ||||||||
Avenue | Private Placement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued | 767,085 | ||||||||
Aggregate purchase price | $ 550,000 | ||||||||
Share price per share | $ 0.717 | ||||||||
Proceeds from issuance of Common stock | $ 550,000 | ||||||||
Journey | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Related Party Agreement | $ 100,000 | $ 100,000 | |||||||
Chief Executive Officer (Dr. Rosenwald) | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest own in percent by principal stockholder or director | 17.20% | 10.50% | |||||||
Executive Vice Chairman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest own in percent by principal stockholder or director | 7.50% | 11.20% | |||||||
Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue - related party | $ 103,000 | $ 192,000 | |||||||
Related Party | Journey | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other receivables - related party | 200,000 | ||||||||
Desk Share Agreements | New York, NY Office Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total payment for rent | $ 2,800,000 | 2,700,000 | |||||||
Founders Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Agreement with partner companies, term | 15 years | ||||||||
Agreement with partner companies, number of preferred stock received | 250,000 | ||||||||
Paid in Kind dividend as a percentage of fully diluted outstanding capitalization | 2.50% | ||||||||
Agreement with partner companies, percentage of preferred stock owned | 100% | ||||||||
Agreement with partner companies, period for payment of equity fees | 5 days | ||||||||
Agreement with partner companies, percentage of gross amount of any such equity or debt financing | 2.50% | ||||||||
Agreement with partner companies, percentage of annual net assets payable as cash fee | 4.50% | ||||||||
Agreement with partner companies, period for the payment of annual cash fee | 90 days | ||||||||
Agreement with partner companies, change in control fee description | each such partner company/subsidiary will pay a one-time change in control fee equal to five (5x) times the product of (A) net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%). | ||||||||
Management Services Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Agreement with partner companies, term | 5 years | ||||||||
Stock Contribution Agreement | Avenue | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from issuance of Common stock | $ 10,400,000 | ||||||||
Percentage of common and preferred shares to be transferred to partner company. | 100% | ||||||||
Minimum proceeds required for closing of equity financing | $ 7,500,000 | ||||||||
Percentage of partner company shares to be repurchased by partner company in stock contribution agreement | 100% | ||||||||
TGTX and OPPM | Desk Share Agreements | New York, NY Office Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease term | 5 years | ||||||||
TGTX | Waltham office space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, receivables | $ 100,000 | ||||||||
TGTX | Shared Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other receivables - related party | 400,000 | 400,000 | |||||||
Proceeds from Related Party Agreement | 400,000 | 400,000 | |||||||
TGTX | Desk Share Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of Rentable Area | 65% | ||||||||
TGTX | Desk Share Agreements | Waltham office space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total payment for rent | 200,000 | ||||||||
TGTX | Desk Share Agreements | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other receivables - related party | 0 | ||||||||
TGTX | Desk Share Agreements | Related Party | New York, NY Office Space | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue - related party | $ 1,800,000 | $ 1,900,000 | |||||||
Cyprium | Related Party | 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred Stock, dividend rate percentage | 9.375% | ||||||||
Preferred Stock, shares outstanding | 300,600 | ||||||||
Monthly cash dividend | $ 0.19531 | ||||||||
Annual cash dividend payable | 2.34375 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||||||
Exchange term of preferred stock | 24 months |
Related Party Transactions (PIK
Related Party Transactions (PIK Dividend or Equity Fee Payable) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Avenue | |
Related Party Transaction [Line Items] | |
Effective date | Feb. 17, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Baergic | |
Related Party Transaction [Line Items] | |
Effective date | Dec. 17, 2019 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Cellvation | |
Related Party Transaction [Line Items] | |
Effective date | Oct. 31, 2016 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Checkpoint | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 17, 2015 |
Annual equity fee as a percentage of fully diluted outstanding capitalization | 2.50% |
Cyprium | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2017 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Helocyte | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 20, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Mustang | |
Related Party Transaction [Line Items] | |
Effective date | Mar. 13, 2015 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Oncogenuity | |
Related Party Transaction [Line Items] | |
Effective date | Apr. 22, 2020 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Urica | |
Related Party Transaction [Line Items] | |
Effective date | Nov. 07, 2017 |
PIK dividend as a percentage of fully diluted outstanding capitalization | 2.50% |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Equity Fees) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Dividends receivable | $ (5,110) | $ (3,866) |
Aevitas | ||
PIK Dividend date | July 28 | |
Partner companies dividend | $ 0 | 23 |
Avenue | ||
PIK Dividend date | January 1 | |
Partner companies dividend | $ 271 | 268 |
Baergic | ||
PIK Dividend date | December 17 | |
Partner companies dividend | $ 0 | 0 |
Cellvation | ||
PIK Dividend date | October 31 | |
Partner companies dividend | $ 10 | 10 |
Checkpoint | ||
PIK Dividend date | January 1 | |
Partner companies dividend | $ 3,418 | 1,885 |
Cyprium | ||
PIK Dividend date | January 1 | |
Partner companies dividend | $ 304 | 422 |
Helocyte | ||
PIK Dividend date | January 1 | |
Partner companies dividend | $ 120 | 90 |
Mustang | ||
PIK Dividend date | January 1 | |
Partner companies dividend | $ 477 | 1,109 |
Oncogenuity | ||
PIK Dividend date | May 8 | |
Partner companies dividend | $ 9 | 8 |
Urica | ||
PIK Dividend date | November 25 | |
Partner companies dividend | $ 501 | $ 51 |
Related Party Transactions (Man
Related Party Transactions (Management Services Agreement) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Fortress - MSA Income | $ (4,000) | $ (5,000) |
Consolidated (Income)/Expense | $ 0 | 0 |
Aevitas | ||
Related Party Transaction [Line Items] | ||
Effective date | Jul. 28, 2017 | |
Consolidated (Income)/Expense | 500 | |
Avenue | ||
Related Party Transaction [Line Items] | ||
Effective date | Feb. 17, 2015 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 83 | |
Baergic | ||
Related Party Transaction [Line Items] | ||
Effective date | Mar. 09, 2017 | |
Consolidated (Income)/Expense | 417 | |
Cellvation | ||
Related Party Transaction [Line Items] | ||
Effective date | Oct. 31, 2016 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 500 | |
Checkpoint | ||
Related Party Transaction [Line Items] | ||
Effective date | Mar. 17, 2015 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 500 | |
Cyprium | ||
Related Party Transaction [Line Items] | ||
Effective date | Mar. 13, 2017 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 500 | |
Helocyte | ||
Related Party Transaction [Line Items] | ||
Effective date | Mar. 20, 2015 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 500 | |
Mustang | ||
Related Party Transaction [Line Items] | ||
Effective date | Mar. 13, 2015 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 1,000 | |
Oncogenuity | ||
Related Party Transaction [Line Items] | ||
Effective date | Feb. 10, 2017 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | 500 | |
Urica | ||
Related Party Transaction [Line Items] | ||
Effective date | Nov. 07, 2017 | |
Partner companies, MSA fee expense | $ 500 | |
Consolidated (Income)/Expense | $ 500 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Income tax expense | $ 521,000 | $ 449,000 |
Effective income tax rate | (0.30%) | (0.20%) |
Operating Loss Carryforwards | $ 366,400,000 | |
Minimum ownership interest in subsidiaries for consolidated income tax return | 80% | |
Increase (decrease) in valuation allowance | $ 48,400,000 | |
Income tax credits expiration date | Dec. 31, 2028 | |
Unrecognized tax benefits | $ 3,200,000 | |
Accrued interest related to uncertain tax positions | $ 100,000 | 32,000 |
Unrecognized tax benefits impact effective tax rate | 800,000 | $ 700,000 |
Federal | ||
Income Taxes | ||
Net operating losses (NOLs) | $ 714,400,000 | |
Net operating losses (NOLs), expiration | Dec. 31, 2032 | |
Income tax credits | $ 33,800,000 | |
Operating loss carryforwards without expiration | 518,900,000 | |
State and Local Jurisdiction | ||
Income Taxes | ||
Net operating losses (NOLs) | $ 970,000,000 | |
Net operating losses (NOLs), expiration | Dec. 31, 2026 | |
Income tax credits | $ 5,200,000 | |
Operating loss carryforwards without expiration | $ 16,200,000 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | $ 33 | $ 0 |
State | 254 | 449 |
Deferred | ||
Federal | 194 | 0 |
State | 39 | 0 |
Total | $ 521 | $ 449 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 211,329 | $ 198,250 |
Amortization of license fees | 33,996 | 30,151 |
Amortization of in-process R&D | 315 | 334 |
Stock compensation | 13,184 | 13,754 |
Lease liability | 6,477 | 7,011 |
Accruals and reserves | 3,897 | 3,402 |
Tax credits | 37,894 | 33,501 |
Startup costs | 40 | 42 |
Unrealized gain/loss on investments | 55 | 406 |
Section 174 R&D expenditure capitalization | 59,238 | 34,170 |
State taxes | 33 | 192 |
Business interest limitation | 2,880 | 2,359 |
Reserve on Sales Return, Discount and Bad Debt | 4,556 | 2,286 |
Total deferred tax assets | 373,895 | 325,858 |
Less: valuation allowance | (366,375) | (317,959) |
Net deferred tax assets | 7,520 | 7,899 |
Deferred tax liabilities: | ||
Section 483 imputed interest | (25) | (92) |
Debt issuance costs | (297) | (347) |
Right of use asset | (5,289) | (5,835) |
Basis in subsidiary | (2,142) | (1,625) |
Total deferred tax liabilities, net | $ 233 | $ 0 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Percentage of pre-tax income: | ||
U.S. federal statutory income tax rate | 21% | 21% |
State taxes, net of federal benefit | 10.60% | 6.70% |
Credits | 3.10% | 4.60% |
Non-deductible items | (0.90%) | (0.50%) |
Provision To Return | (0.70%) | 1.80% |
Stock based compensation shortfall | (2.00%) | (1.40%) |
Change in state rate | 4.10% | (1.60%) |
Change in valuation allowance | (31.50%) | (31.30%) |
Change in subsidiary basis | (1.00%) | 0% |
Deconsolidation/dissolution of subsidiaries | (2.40%) | 0% |
Adjustment For Warrants | 0.90% | 0.10% |
Section 162M Compensation Disallownace | (1.20%) | (0.80%) |
Other | (0.30%) | 1.20% |
Effective income tax rate | (0.30%) | (0.20%) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Information | |
Number of reportable segment | 2 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 84,513 | $ 75,743 |
Cost of goods - product revenue | (26,660) | (30,775) |
Research and development | (106,071) | (134,876) |
Selling, general and administrative | (94,124) | (113,656) |
Asset impairment | (3,100) | |
Other expense | (11,291) | (9,900) |
Income tax expense | (521) | (449) |
Net loss | (154,154) | (213,913) |
Dermatology Products Sales | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 79,181 | 73,669 |
Cost of goods - product revenue | (26,660) | (30,775) |
Research and development | (7,541) | (10,943) |
Selling, general and administrative | (47,053) | (59,503) |
Other expense | (1,559) | (2,048) |
Income tax expense | (221) | |
Net loss | (3,853) | (29,600) |
Pharmaceutical and Biotechnology Product Development | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 5,332 | 2,074 |
Cost of goods - product revenue | 0 | 0 |
Research and development | (98,530) | (123,933) |
Selling, general and administrative | (47,071) | (54,153) |
Other expense | (9,732) | (7,852) |
Income tax expense | (300) | (449) |
Net loss | $ (150,301) | $ (184,313) |
Segment Information (Total asse
Segment Information (Total assets by reportable segment) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Intangible assets, net | $ 20,287 | $ 27,197 |
Tangible assets | 147,239 | 267,104 |
Total assets | 167,526 | 294,301 |
Dermatology Products Sales | ||
Segment Reporting Information [Line Items] | ||
Intangible assets, net | 20,287 | 27,197 |
Tangible assets | 56,561 | 77,964 |
Total assets | 76,848 | 105,161 |
Pharmaceutical and Biotechnology Product Development | ||
Segment Reporting Information [Line Items] | ||
Tangible assets | 90,678 | 189,140 |
Total assets | $ 90,678 | $ 189,140 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers (Narrative) (Details) $ in Millions | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2023 customer | Dec. 31, 2022 customer | Dec. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Payments of milestones | $ | $ 0.5 | ||
Dermatology Products Sales | Customer Concentration Risk | Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Number of customers | 0 | 0 | |
Dermatology Products Sales | Customer Concentration Risk | Accounts Receivable | |||
Disaggregation of Revenue [Line Items] | |||
Number of customers | 1 | 2 | |
Dermatology Products Sales | Customer One | Customer Concentration Risk | Accounts Receivable | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 16.70% | ||
Dermatology Products Sales | Customer Two | Customer Concentration Risk | Accounts Receivable | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 13% | 10.40% |
Revenues from Contracts and S_4
Revenues from Contracts and Significant Customers (Company's product revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product revenue, net | $ 59,662 | $ 70,995 |
Collaboration revenue | 5,229 | 1,882 |
Other revenue | 19,519 | 2,674 |
Net revenue | 84,513 | 75,743 |
Related Party | ||
Revenue - related party | 103 | 192 |
Qbrexza | ||
Product revenue, net | 25,410 | 26,715 |
Accutane | ||
Product revenue, net | 20,168 | 18,373 |
Amzeeq | ||
Product revenue, net | 6,201 | 7,242 |
Zilxi | ||
Product revenue, net | 1,962 | 2,273 |
Targadox | ||
Product revenue, net | 3,204 | 7,972 |
Exelderm | ||
Product revenue, net | 2,395 | 3,463 |
Ximino | ||
Product revenue, net | 287 | 4,957 |
Luxamend | ||
Product revenue, net | 35 | 0 |
Royalties | ||
Other revenue | 200 | |
Rapifort | ||
Other revenue | $ 19,000 | $ 2,500 |
Subsequent Events (January 2024
Subsequent Events (January 2024 Private Placement Avenue) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jan. 05, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2023 | Jun. 13, 2023 | Jan. 31, 2023 | |
Subsequent Events | ||||||
Exercise price of warrants | $ 1.70 | $ 8.136 | ||||
Gross proceeds to exercise of the warrants | $ 382 | $ 0 | ||||
Avenue | Series A Warrants | ||||||
Subsequent Events | ||||||
Exercise price of warrants | 0.3006 | |||||
Avenue | Series B Warrants | ||||||
Subsequent Events | ||||||
Exercise price of warrants | 0.3006 | |||||
Private Placement | ||||||
Subsequent Events | ||||||
Exercise price of warrants | $ 0.3006 | |||||
Private Placement | Avenue | January 2023 Warrants | ||||||
Subsequent Events | ||||||
Exercise price of warrants | $ 1.55 | |||||
Subsequent Events | Private Placement | Avenue | ||||||
Subsequent Events | ||||||
Gross proceeds to exercise of the warrants | $ 5,000 | |||||
Subsequent Events | Private Placement | Avenue | January 2023 Warrants | ||||||
Subsequent Events | ||||||
Number of warrants to purchase shares | 1,940,299 | |||||
Exercise price of warrants | $ 1.55 | |||||
Exercise price of warrants agreed by investor | $ 0.3006 | |||||
Subsequent Events | Private Placement | Avenue | November 2023 Warrants | ||||||
Subsequent Events | ||||||
Number of warrants to purchase shares | 14,600,000 | |||||
Exercise price of warrants | $ 0.3006 | |||||
Exercise price of warrants agreed by investor | $ 0.3006 | |||||
Subsequent Events | Private Placement | Avenue | Series A Warrants | ||||||
Subsequent Events | ||||||
Number of warrants to purchase shares | 16,540,299 | |||||
Subsequent Events | Private Placement | Avenue | Series B Warrants | ||||||
Subsequent Events | ||||||
Number of warrants to purchase shares | 16,540,299 |
Subsequent Events (Registered D
Subsequent Events (Registered Direct Offering Checkpoint & Fortress) (Details) - USD ($) | 1 Months Ended | 4 Months Ended | |||||
Feb. 10, 2023 | Jan. 31, 2024 | Nov. 30, 2023 | Oct. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | Jun. 13, 2023 | |
Subsequent Events | |||||||
Number of shares called by warrants | 1 | ||||||
Warrant expiration term | 5 years | ||||||
Exercise price of warrants | $ 1.70 | $ 8.136 | |||||
Sale of National Holding's stock, proceeds received | $ 8,900,000 | $ 10,000,000 | |||||
Checkpoint Common Stock Warrants | |||||||
Subsequent Events | |||||||
Number of warrants to purchase shares | 6,325,354 | ||||||
Exercise price of warrants | $ 4.075 | ||||||
Sale of National Holding's stock, proceeds received | $ 10,000,000 | ||||||
Checkpoint Common Stock Warrants | Common Stock Warrant | |||||||
Subsequent Events | |||||||
Number of warrants to purchase shares | 6,325,354 | ||||||
Exercise price of warrants | $ 1.51 | ||||||
Maximum | Checkpoint Common Stock Warrants | Common Stock Warrant | |||||||
Subsequent Events | |||||||
Exercise price of warrants | $ 5 | ||||||
Direct offering | |||||||
Subsequent Events | |||||||
Stock offering, number of shares issued | 1,100,000 | ||||||
Stock offering, price per share | $ 12.53 | ||||||
Direct offering | Checkpoint Common Stock Warrants | |||||||
Subsequent Events | |||||||
Exercise price of warrants | $ 5 | ||||||
Sale of National Holding's stock, proceeds received | $ 6,700,000 | ||||||
Direct offering | Checkpoint Common Stock Warrants | Common Stock Warrant | |||||||
Subsequent Events | |||||||
Stock offering, number of shares issued | 9,621,089 | ||||||
Unit Price Per Share | $ 4.325 | ||||||
Direct offering | Checkpoint Common Stock Warrants | Pre funded warrants | |||||||
Subsequent Events | |||||||
Warrants issued | 784,105 | ||||||
Number of shares called by warrants | 1 | ||||||
Subsequent Events | Direct offering | |||||||
Subsequent Events | |||||||
Warrant expiration term | 5 years | ||||||
Exercise price of warrants | $ 3.21 | ||||||
Sale of National Holding's stock, proceeds received | $ 10,200,000 | ||||||
Subsequent Events | Direct offering | Checkpoint Common Stock Warrants | |||||||
Subsequent Events | |||||||
Sale of National Holding's stock, proceeds received | $ 12,800,000 | ||||||
Subsequent Events | Direct offering | Checkpoint Common Stock Warrants | Common Stock Warrant | |||||||
Subsequent Events | |||||||
Warrant expiration term | 5 years | ||||||
Exercise price of warrants | $ 1.68 | ||||||
Subsequent Events | Direct offering | Checkpoint Common Stock Warrants | Pre funded warrants | |||||||
Subsequent Events | |||||||
Warrants issued | 6,481,233 | ||||||
Number of shares called by warrants | 1 | ||||||
Stock offering, price per share | $ 1.8049 | ||||||
Exercise price of warrants | 0.0001 | ||||||
Subsequent Events | Direct offering | Checkpoint Common Stock Warrants | Placement Agent Warrants | |||||||
Subsequent Events | |||||||
Exercise price of warrants | $ 2.2563 | ||||||
Subsequent Events | Direct offering | Maximum | |||||||
Subsequent Events | |||||||
Number of warrants to purchase shares | 3,303,305 | ||||||
Subsequent Events | Direct offering | Maximum | Checkpoint Common Stock Warrants | Common Stock Warrant | |||||||
Subsequent Events | |||||||
Number of warrants to purchase shares | 7,756,233 | ||||||
Subsequent Events | Direct offering | Maximum | Checkpoint Common Stock Warrants | Placement Agent Warrants | |||||||
Subsequent Events | |||||||
Number of warrants to purchase shares | 465,374 | ||||||
Subsequent Events | Direct offering | Common Stock | |||||||
Subsequent Events | |||||||
Stock offering, number of shares issued | 3,303,305 | ||||||
Unit Price Per Share | $ 3.33 | ||||||
Subsequent Events | Direct offering | Common Stock | Checkpoint Common Stock Warrants | |||||||
Subsequent Events | |||||||
Stock offering, price per share | $ 1.805 | ||||||
Sale of National Holding's stock, proceeds received | $ 1,275,000 |
Asset Purchase Agreements - Los
Asset Purchase Agreements - Loss on Deconsolidation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Collaboration and Stock Purchase Agreements | |
Deconsolidation/dissolution of subsidiary non-controlling interests | $ (6,693) |
Sponsored Research and Clinical
Sponsored Research and Clinical Trial Agreements (Schedule of Research and Development for Sponsored Research and Clinical Trial Agreements) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sponsored Research and Clinical Trial Agreements | ||
Research and development | $ 101,747 | $ 134,199 |
Document Information
Document Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information: | |
Document Type | 10-K |
Amendment | false |
CIK | 0001429260 |
Registrant Name | Fortress Biotech, Inc. |
Period End Date | Dec. 31, 2023 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (60,637) | $ (86,575) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |