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, 2023

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
Baergic¹	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
Aevitas¹	July 28, 2017	$	—	$	500
Avenue	February 17, 2015		500		83
Baergic²	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		$	—	$	—