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, 2019

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 subsidiaries’ certificates of incorporation.


		PIK Dividend as
		a % of fully
		diluted
		outstanding		Class of Stock
Partner company	Effective Date 1	capitalization		Issued
Helocyte	March 20, 2015	2.5	%	Common Stock
Avenue	February 17, 2015	2.5	%4	Common Stock
Mustang	March 13, 2015	2.5	%	Common Stock
Checkpoint	March 17, 2015	0.0	%2	Common Stock
Cellvation	October 31, 2016	2.5	%	Common Stock
Baergic	December 17, 20193	2.5	%	Common Stock
Cyprium	March 13, 2017	2.5	%	Common Stock
Aevitas	July 28, 2017	2.5	%	Common Stock
Tamid	November 30, 2017 3	2.5	%	Common Stock

Note 1: Represents the effective date of each subsidiary’s Founders Agreement.

Note 2: 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, pursuant to its Founders Agreement.

Note 3: Represents the Trigger Date.

Note 4: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the SPMA PIK dividends will not be paid or accrued.

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 subsidiaries’ certificates of incorporation for the years ended December 31, 2019 and 2018 ($ in thousands):


	PIK Dividend	Year Ended		Year Ended
Partner company	Date	December 31, 20191		December 31, 2018

Aevitas	January 1	$	6	$	6
Caelum2	January 1		—		462
Cellvation	January 1		7		5
Checkpoint	January 1		2,510		1,748
Cyprium	January 1		5		3
Helocyte	January 1		131		167
Mustang	January 1		4,923		2,085
Tamid	January 1		7		15
Fortress			(7,589)		(4,491)
Total		$	—	$	—

Note 1: Includes 2020 PIK dividend accrued for the year ended December 31, 2019, 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

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):


		Annual MSA Fee
Fortress partner	Effective Date	(Income)/Expense
Helocyte	March 20, 2015	$	500
Avenue 2	February 17, 2015		—
Mustang	March 13, 2015		500
Checkpoint	March 17, 2015		500
Cellvation	October 31, 2016		500
Baergic	March 9, 2017		500
Cyprium	March 13, 2017		500
Aevitas	July 28, 2017		500
Tamid	November 30, 2017 1		500
Fortress			(4,000)
Consolidated (Income)/Expense		$	—

Note 1: Trigger Date

Note 2: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the SPMA fees under the MSA will not be due or accrued.