Exhibit 99.1
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 |
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| | |
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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 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
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Current liabilities | |
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| |
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 |
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| | |
| | |
| |
Commitments and contingencies |
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Stockholders’ equity (deficit) |
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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 |
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|
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) | |
|
| |
|
| |
|
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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 |
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| | |
| | |
|
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.