Fortress Biotech, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Related Party Transactions (Tables)

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of effective date and PIK dividend or equity fee payable

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’ certificates of incorporation.


		PIK Dividend as
		a % of fully
		diluted
		outstanding		Class of Stock
Fortress Partner Company	Effective Date ¹	capitalization		Issued
Helocyte	March 20, 2015	2.5	%	Common Stock
Avenue	February 17, 2015	0.0	%²	Common Stock
Mustang	March 13, 2015	2.5	%	Common Stock
Checkpoint	March 17, 2015	0.0	%³	Common Stock
Cellvation	October 31, 2016	2.5	%	Common Stock
Caelum	January 1, 2017	0.0	%⁴	Common Stock
Baergic	December 17, 2019⁵	2.5	%	Common Stock
Cyprium	March 13, 2017	2.5	%	Common Stock
Aevitas	July 28, 2017	2.5	%	Common Stock
Oncogenuity	April 22, 2020 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 will not be paid or accrued.

Note 3:

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 4:

Effective January 31, 2019 the Caelum Founders Agreement and MSA with Fortress were terminated in conjunction with the execution of the DOSPA between Caelum and Alexion (See Note 4).

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.

Dividends Declared

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’ certificates of incorporation for the years ended December 31, 2020 and 2019 ($ in thousands):


	PIK Dividend	Year Ended		Year Ended
Partner company	Date	December 31, 2020¹		December 31, 2019
Aevitas	January 1	$	11	$	6
Caelum²	January 1		—		—
Cellvation	January 1		7		7
Checkpoint	January 1		4,617		2,510
Cyprium	January 1		711		5
Helocyte	January 1		138		131
Mustang	January 1		7,577		4,923
Tamid	January 1		—		7
Fortress			(13,061)		(7,589)
Total		$	—	$	—

Note 1: Includes 2021 PIK dividend accrued for the year ended December 31, 2020, as Type 1 subsequent event.

Note 2: Pursuant to the terms of the Amended and Restated Mutual Conditional Termination Agreement between Fortress and Caelum, the Founders Agreement dated January 1, 2017 was terminated upon signing of the DOSPA with Alexion on January 30, 2019.

Schedule of effective date and annual consulting fee payable by the subsidiary to the Company

The following table summarizes, by partner company, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments ($ in thousands):


		Year Ended December 31,
Fortress partner company	Effective Date	2020		2019
Helocyte	March 20, 2015	$	500	$	500
Avenue ¹	February 17, 2015		—		—
Mustang	March 13, 2015		500		500
Checkpoint	March 17, 2015		500		500
Cellvation	October 31, 2016		500		500
Baergic	March 9, 2017		500		500
Cyprium	March 13, 2017		500		500
Aevitas	July 28, 2017		500		500
Tamid²	November 30, 2017		—		500
Oncogenuity³	February 10, 2017		500		—
Fortress - MSA Income			(4,000)		(4,000)
Consolidated (Income)/Expense		$	—	$	—

Note 1: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the Avenue SPMA fees under the MSA will not be due or accrued.

Note 2: In December 2019, Tamid discontinued development and terminated its’ licenses and clinical trial agreements with UNC.

Note 3: Oncogenuity license was purchased in the year ended December 31, 2020.