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, 2022

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’/subsidiaries’ certificates of incorporation.


		PIK Dividend as
		a % of fully
		diluted
		outstanding		Class of Stock
Partner Company/Subsidiary	Effective Date ¹	capitalization		Issued
Aevitas	July 28, 2017	2.5	%	Common Stock
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, 2022 and 2021 ($ in thousands):


	PIK Dividend	Year Ended		Year Ended
Partner company	Date	December 31, 2022		December 31, 2021
Aevitas	July 28	$	23	$	22
Avenue	January 1		268		—
Baergic¹	December 17		—		10
Cellvation	October 31		10		9
Checkpoint	January 1		1,885		6,598
Cyprium	January 1		422		1,304
Helocyte	January 1		90		141
Mustang	January 1		1,109		4,212
Oncogenuity	May 8		8		5
Urica	November 25		51		26
Fortress			(3,866)		(12,327)
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	2022		2021
Aevitas	July 28, 2017	$	500	$	500
Avenue¹	February 17, 2015		83		—
Baergic²	March 9, 2017		417		500
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		1,000		500
Oncogenuity	February 10, 2017		500		500
Urica	November 7, 2017		500		500
Fortress			(5,000)		(4,500)
Consolidated (Income)/Expense		$	—	$	—

Note 1: Fees under the MSA were not due or accrued during the pendency of agreements formerly in place between Avenue and InvaGen (now terminated).

Note 2: 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 MSA previously between Fortress and Baergic, such that Baergic’s annual MSA fee is now payable to Avenue.