Exhibit 99.1

Graphic

Unaudited Pro Forma Consolidated Financial Statements

As previously disclosed in the Current Report on Form 8-K filed by Fortress Biotech, Inc. (“Fortress” or the “Company”) with the Securities and Exchange Commission (the “SEC)” on March 10, 2025, Checkpoint Therapeutics, Inc., a Delaware corporation (“Checkpoint”) and subsidiary of Fortress, entered into an Agreement and Plan of Merger, dated as of March 9, 2025 (as subsequently amended on April 14, 2025, the “Merger Agreement”), with Sun Pharmaceutical Industries, Inc., a Delaware corporation (“Sun Pharma”), and Snoopy Merger Sub, Inc., a Delaware corporation (“Merger Sub”). On May 30, 2025 (“Closing Date”), Merger Sub merged with and into Checkpoint (the “Merger”) pursuant to the Merger Agreement, with Checkpoint continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Sun Pharma and therefore was deconsolidated as a subsidiary of Fortress (“Subsidiary Sale”). In connection with the closing of the Merger and pursuant to the Merger Agreement, Fortress will receive approximately $28.0 million in cash and be eligible for up to $4.8 million upon achievement of a corresponding milestone associated with the contingent value rights issued under a Contingent Value Rights Agreement.

The unaudited pro forma consolidated financial statements were derived from the Company’s historical consolidated financial statements for the respective periods. The unaudited pro forma consolidated balance sheet as of March 31, 2025 gives effect to the Subsidiary Sale as if it had occurred on March 31, 2025. The unaudited pro forma consolidated statements of operations for the quarter ended March 31, 2025 gives effect to the Subsidiary Sale as if it had occurred on January 1, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024 gives effect to the Subsidiary Sale as if it had occurred on January 1, 2024.

The unaudited pro forma adjustments are based on available information and certain assumptions that we believe are reasonable as of the date of the Current Report on Form 8-K to which these unaudited pro forma consolidated financial statements are included. Assumptions underlying the pro forma adjustments related to the Subsidiary Sale are described in the accompanying notes. The pro forma adjustments reflected herein are based on management’s expectations regarding the Subsidiary Sale. The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to indicate the results of operations of future periods or the results of operations that actually would have been realized had the Subsidiary Sale closed on the dates or during the periods presented.

The unaudited pro forma consolidated financial statements should be read in conjunction with the audited December 31, 2024 consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed on March 31, 2025 and with the unaudited March 31, 2025 consolidated financial statements and notes thereto contained in the Company’s Quarterly Report on Form 10-Q filed on May 15, 2025.


Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2025

(in thousands except for share and per share amounts)

Pro Forma

    

As reported

Adjustments

Pro Forma

ASSETS

 

  

  

  

Current assets

 

  

  

  

Cash and cash equivalents

$

91,339

$

(2,203)

(a), (b)

$

89,136

Accounts receivable, net

 

18,025

 

 

18,025

Inventory

 

12,496

 

 

12,496

Other receivables - related party

 

309

 

 

309

Prepaid expenses and other current assets

 

4,734

 

(1,123)

(b)

 

3,611

Total current assets

 

126,903

 

(3,326)

 

123,577

Property, plant and equipment, net

 

2,796

 

 

2,796

Operating lease right-of-use asset, net

 

13,303

 

 

13,303

Restricted cash

 

1,220

 

 

1,220

Intangible assets, net

 

30,798

 

 

30,798

Other assets

 

3,051

 

 

3,051

Total assets

$

178,071

$

(3,326)

$

174,745

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

  

 

  

 

  

Current liabilities

 

 

 

Accounts payable and accrued expenses

$

66,286

$

(14,742)

(b)

$

51,544

Income taxes payable

952

952

Common stock warrant liabilities

261

(260)

(b)

1

Operating lease liabilities, short-term

 

2,159

 

 

2,159

Partner company notes payable, short-term

1,875

1,875

Other current liabilities

2,141

2,141

Total current liabilities

 

73,674

 

(15,002)

 

58,672

Notes payable, long-term, net

 

56,382

 

 

56,382

Operating lease liabilities, long-term

 

13,820

 

 

13,820

Other long-term liabilities

 

1,709

 

 

1,709

Total liabilities

145,585

(15,002)

130,583

 

 

 

Commitments and contingencies

 

  

  

  

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 March 31, 2025 and December 31, 2024, respectively, liquidation value of $25.00 per share

 

3

3

Common stock, $0.001 par value, 200,000,000 shares authorized, 29,554,966 and 27,908,839 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

 

30

30

Additional paid-in-capital

 

773,668

773,668

Accumulated deficit

 

(751,451)

26,625

(b)

(724,826)

Total stockholders' equity attributed to the Company

 

22,250

26,625

48,875

Non-controlling interests

 

10,236

(14,949)

(b)

(4,713)

Total stockholders' equity (deficit)

 

32,486

11,676

44,162

Total liabilities and stockholders' equity (deficit)

$

178,071

$

(3,326)

$

174,745


Unaudited Pro Forma Condensed Statements of Operations

For the Three Months Ended March 31, 2025

(in thousands except for share and per share amounts)

Pro Forma

As reported

Adjustments

Pro Forma

Revenue

 

  

  

  

Product revenue, net

$

13,139

$

$

13,139

Operating expenses

 

 

 

Cost of goods - (excluding amortization of acquired intangible assets)

 

4,790

 

 

4,790

Amortization of acquired intangible assets

1,065

1,065

Research and development

 

3,938

 

(3,788)

(b)

 

150

Selling, general and administrative

 

25,663

 

(7,361)

(b)

 

18,302

Total operating expenses

 

35,456

 

(11,149)

 

24,307

Loss from operations

 

(22,317)

 

11,149

 

(11,168)

Other income (expense)

 

  

 

  

 

  

Interest income

 

490

 

(1)

(b)

 

489

Interest expense and financing fee

 

(2,805)

 

 

(2,805)

Loss on common stock warrant liabilities

 

(47)

 

62

(b)

 

15

Gain on deconsolidation

26,625

(a)

26,625

Other income (expense)

(12)

2

(b)

(10)

Total other expense

 

(2,374)

 

26,688

 

24,314

Net loss

 

(24,691)

 

37,837

 

13,146

Net loss attributable to non-controlling interests

 

14,107

 

(10,122)

 

3,985

Net loss attributable to Fortress

$

(10,584)

$

27,715

$

17,131

Preferred A dividends declared and paid and/or cumulated, and Fortress' share of subsidiary deemed dividends

(2,131)

(2,131)

Net loss attributable to common stockholders

$

(12,715)

$

27,715

$

14,999

Net loss per common share - basic and diluted

$

(0.93)

1.43

$

0.50

Net loss per common share attributable to non - controlling interests - basic and diluted

$

0.53

(0.38)

$

0.15

Net loss per common share attributable to common stockholders - basic and diluted

$

(0.48)

1.05

$

0.57

Weighted average common shares outstanding - basic and diluted

 

26,450,218

26,450,218

 

26,450,218


Unaudited Pro Forma Condensed Statements of Operations

For the Year Ended December 31, 2024

(in thousands except for share and per share amounts)

Pro Forma

As reported

Adjustments

Pro Forma

Revenue

 

  

  

  

Product revenue, net

$

55,134

$

$

55,134

Collaboration revenue

1,500

1,500

Revenue - related party

41

(41)

(b)

Other revenue

1,000

1,000

Net revenue

57,675

(41)

57,634

Operating expenses

 

 

 

Cost of goods - (excluding amortization of acquired intangible assets)

 

20,879

 

 

20,879

Amortization of acquired intangible assets

3,424

3,424

Research and development

 

56,629

 

(36,152)

(b)

 

20,477

Research and development - licenses acquired

252

252

Selling, general and administrative

 

87,731

 

(20,063)

(b)

 

67,668

Loss recovery

(4,553)

(4,553)

Asset impairment

3,692

3,692

Total operating expenses

 

168,054

 

(56,215)

 

111,839

Loss from operations

 

(110,379)

 

56,174

 

(54,205)

Other income (expense)

 

  

 

  

 

  

Interest income

 

2,683

 

(11)

(b)

 

2,672

Interest expense and financing fee

 

(13,527)

 

 

(13,527)

Loss on common stock warrant liabilities

 

(638)

 

73

(b)

 

(565)

Gain on deconsolidation

26,625

(a)

26,625

Other income (expense)

1,318

4

(b)

1,322

Total other expense

 

(10,164)

 

26,691

 

16,527

Loss before income tax expense

(120,543)

82,865

(37,678)

Income tax expense

312

312

Net loss

 

(120,855)

 

82,865

 

(37,990)

Net loss attributable to non-controlling interests

 

74,858

 

(42,995)

 

31,863

Net loss attributable to Fortress

$

(45,997)

$

39,870

$

(6,127)

Preferred A dividends declared and paid and/or cumulated, and Fortress' share of subsidiary deemed dividends

(9,893)

(9,893)

Net loss attributable to common stockholders

$

(55,890)

$

39,870

$

(16,021)

Net loss per common share attributable to common stockholders - basic and diluted

$

(2.69)

1.92

$

(0.77)

Weighted average common shares outstanding - basic and diluted

 

20,784,334

20,784,334

 

20,784,334


Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1.Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed consolidated financial statements of the Company were prepared in accordance with Article 11 of Regulation S-X and are based on the historical condensed consolidated financial information of the Company. The condensed consolidated financial information has been adjusted in the accompanying pro forma financial statements to give effect to the disposition of the Company's ownership in Checkpoint.

2.Adjustments to the Pro Forma Condensed Consolidated Balance Sheet

Explanations of the adjustments to the pro forma condensed consolidated balance sheet are as follows:

(a)Adjustment represents cash consideration received from the sale of Checkpoint.

(b)Adjustments represent the elimination of assets and liabilities attributable to Checkpoint.

3.Adjustments to the Pro Forma Condensed Consolidated Statements of Operations

Explanations of the adjustments to the pro forma condensed consolidated statements of operations are as follows:

(a)Adjustment reflects a $26.6 million pre-tax gain on the sale of Checkpoint calculated as follows:

Cash received

$ 27,971

Less: carrying value of investment in Checkpoint

1,347

Pro forma gain before income taxes

26,625

Provision for income taxes

-

Pro forma net gain on the sale of Checkpoint

$ 26,625

(b)Adjustments reflect the elimination of revenues, costs and expenses directly attributable to Checkpoint.