Total net revenue was $17.4 million in the second quarter of 2023, a 40% increase from $12.4 million in the first quarter of 2023

Positive topline results from two Phase 3 clinical trials evaluating DFD-29 demonstrated achievement of co-primary and all secondary endpoints versus placebo and Oracea® (doxycycline) with no significant safety issues

Fortress is advancing several late-stage clinical assets with two NDA submissions anticipated in the second half of 2023 for DFD-29 and CUTX-101

Cosibelimab longer-term results demonstrated substantial increases in complete response rates in advanced cutaneous squamous cell carcinoma

PDUFA goal date of January 3, 2024, set by FDA for cosibelimab to treat metastatic or locally advanced cutaneous squamous cell carcinoma

MIAMI, Aug. 14, 2023 (GLOBE NEWSWIRE) -- Fortress Biotech, Inc. (NASDAQ:FBIO) ("Fortress"), an innovative biopharmaceutical company focused on efficiently acquiring, developing and commercializing or monetizing promising therapeutic products and product candidates, today announced financial results and recent corporate highlights for the second quarter ended June 30, 2023.

Lindsay A. Rosenwald, M.D., Fortress' Chairman, President and Chief Executive Officer, said, "Fortress, along with our partner companies and subsidiaries, demonstrated meaningful progress in the second quarter of 2023 and subsequent months, including:

Dr. Rosenwald continued, "With an expanding portfolio of marketed dermatology products, more than 25 drug candidates across our partner companies, and the potential for multiple FDA approvals over the next two years, we believe that our business is well-positioned for continued growth. Our strategy is focused on targeting exciting clinical-stage medicines with proof-of-concept data in areas of unmet need. Fortress and our partner companies are poised to achieve our collective objective of providing new treatment options to patients in need, while creating significant long-term value for our shareholders through our equity interests and royalties."

Recent Corporate Highlights1:

Marketed Dermatology Products and Product Candidates

Cosibelimab (Anti PD-L1 antibody)

Dotinurad (Urate Transporter (URAT1) Inhibitor)

MB-106 (CD20-targeted CAR T Cell Therapy)

CUTX-101 (Copper Histidinate for Menkes disease)

CAEL-101 (Light Chain Fibril-reactive Monoclonal Antibody for AL Amyloidosis)

Triplex (Cytomegalovirus ("CMV") vaccine)

AJ201

BAER-101

IV Tramadol

In vivo CAR T Platform Technology

General Corporate:

Financial Results:

To assist our stockholders in understanding our company, we have prepared non-GAAP financial metrics for the three months ended June 30, 2023 and 2022. These metrics exclude the operations of our four public partner companies: Avenue, Checkpoint, Journey Medical and Mustang Bio, as well as any one-time, non-recurring, non-cash transactions. The goal in providing these non-GAAP financial metrics is to highlight the financial results of Fortress' core operations, which comprise our privately held development-stage entities, as well as our business development and finance functions.

Use of Non-GAAP Measures:

In addition to the GAAP financial measures as presented in our filings with the Securities and Exchange Commission ("SEC"), including our Form 10-Q to be filed on August 14, 2023, the Company, in this press release, has included certain non-GAAP measurements. The non-GAAP net loss attributable to common stockholders is defined by the Company as GAAP net loss attributable to common stockholders, less net losses attributable to common stockholders from our public partner companies Avenue, Checkpoint, Journey Medical and Mustang Bio ("public partner companies"). In addition, the Company has also provided a Fortress non-GAAP loss attributable to common stockholders which is a modified EBITDA calculation that starts with the non-GAAP loss attributable to common stockholders and removes stock-based compensation expense, non-cash interest expense, amortization of debt discount, changes in fair value of derivative liability, loss on deconsolidation of subsidiary, and depreciation expense. The Company also provides non-GAAP research and development costs, defined as GAAP research and development costs, less research and development costs of our public partner companies and non-GAAP selling, general and administrative costs, defined as GAAP selling, general and administrative costs, less selling, general and administrative costs of our public partner companies.

Management believes each of these non-GAAP measures provide meaningful supplemental information regarding the Company's performance because (i) it allows for greater transparency with respect to key measures used by management in its financial and operational decision-making; (ii) it excludes the impact of non-cash or, when specified, non-recurring items that are not directly attributable to the Company's core operating performance and that may obscure trends in the Company's core operating performance; and (iii) it is used by institutional investors and the analyst community to help analyze the Company's standalone results separate from the results of its public partner companies. However, non-GAAP loss attributable to common stockholders and any other non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Further, non-GAAP financial measures used by the Company and the manner in which they are calculated may differ from the non-GAAP financial measures or the calculations of the same non-GAAP financial measures used by other companies, including the Company's competitors.

The tables below provide a reconciliation from GAAP to non-GAAP measures:

    For the three months ended June 30, For the six months ended June 30,
 ($ in thousands except for share and per share amounts)   2023   2022   2023   2022 
 Net loss attributable to common stockholders1  $(26,784) $(23,364) $(50,329) $(41,132)
 Net loss attributable to common stockholders - Avenue2   (339)  (354)  (1,361)  (889)
 Net loss attributable to common stockholders - Checkpoint3   (2,441)  (2,596)  (4,208)  (5,520)
 Net loss attributable to common stockholders - Journey Medical4   (4,662)  (4,747)  (10,395)  (5,564)
 Net loss attributable to common stockholders - Mustang Bio5   (3,276)  (1,374)  (6,550)  (3,916)
 Non-GAAP loss attributable to common stockholders  $(16,066) $(14,293) $(27,815) $(25,243)
 Stock based compensation   2,705   2,884   5,574   5,665 
 Non-cash interest   391   4   836   8 
 Amortization of debt discount   970   404   1,454   761 
 Depreciation   92   98   185   198 
 Change in fair value of warrant liabilities   512   -   (6,166)  - 
 Loss on deconsolidation of Aevitas   3,369   -   3,369   - 
 Fortress non-GAAP loss attributable to common stockholders  $(8,027) $(10,903) $(22,563) $(18,611)
                   
 Per common share - basic and diluted:                 
 Net loss attributable to common stockholders (GAAP)  $(0.24) $(0.26) $(0.47) $(0.47)
 Non-GAAP net loss attributable to common stockholders  $(0.15) $(0.16) $(0.26) $(0.29)
 Fortress non-GAAP loss attributable to common stockholders  $(0.07) $(0.12) $(0.21) $(0.21)
                   
                   
 Weighted average common shares outstanding - basic and diluted   110,659,985   88,743,457   106,297,241   87,593,952 
                   
  1. Net loss attributable to common stockholders reflects the Series A Preferred dividends for all periods presented.
  2. Avenue net loss for the three months ended June 30, 2023 of $4.0 million net of non-controlling interest ("NCI") of $3.5 million, Fortress management services agreement ("MSA") fee of $0.1 million and financing fee to Fortress of $0.1 million; net loss for the three months ended June 30, 2022 of $0.6 million net of NCI of $0.3 million; net loss for the six months ended June 30, 2023 of $11.5 million net of NCI of $9.9 million, Fortress MSA fee of $0.3 million, and Fortress financing fee of $0.1 million; and net loss for the six months ended June 30, 2022 of $3.5 million net of NCI of $2.6 million.
  3. Checkpoint net loss for the three months ended June 30, 2023 of $16.5 million net of NCI of $13.6 million, Fortress MSA fee of $0.1 million and financing fee to Fortress of $0.4 million; net loss for the three months ended June 30, 2022 of $14.1 million net of NCI of $11.4 million, Fortress MSA fee of $0.1 million; net loss for the six months ended June 30, 2023 of $27.0 million net of NCI of $22.0 million, Fortress MSA fee of $0.3 million, and Fortress financing fee of $0.6 million; and net loss for the six months ended June 30, 2022 of $31.0 million net of NCI of $25.0 million, Fortress MSA fee of $0.3 million, and Fortress financing fee of $0.2 million.
  4. Journey Medical net loss for the three months ended June 30, 2023 of $8.4 million net of NCI of $3.7 million; and net loss for the three months ended June 30, 2022 of $7.5 million, net of NCI of approximately $2.8 million and tax benefit recognized on a stand-alone basis of $0.1 million; and net loss of $18.5 million net of non-controlling interest of $8.1 million for the 6 months ended June 30, 2023, and net loss of $8.9 million net non-controlling interest of $3.3 million for the six months ended June 30, 2022.
  5. Mustang Bio net loss for the three months ended June 30, 2023 of $16.2 million net of NCI of $12.8 million, Fortress MSA fee of $0.1 million; net loss for the three months ended June 30, 2022 of $19.1 million net of NCI of $17.4 million; net loss for the six months ended June 30, 2023 of $32.9 million net of non-controlling interest of $26.1 million and Fortress MSA fee of $0.3 million; and net loss for the six months ended June 30, 2022 of $38.9 million net of NCI of $31.5 million, Fortress MSA of $0.5 million and Fortress financing fee of $0.9 million.

Reconciliation to non-GAAP research and development costs and non-GAAP selling, general and administrative costs:

 For the three months ended June 30,  For the six months ended June 30,
($ in thousands) 2023   2022   2023   2022 
Research and development1$32,141  $33,131  $71,647  $69,853 
Less:               
Research and development - Avenue2 2,965   151   8,347   1,959 
Research and development - Checkpoint 13,945   12,053   29,771   26,723 
Research and development - Journey Medical 1,774   2,609   3,807   3,875 
Research and development - Mustang Bio3 10,773   15,039   24,711   31,203 
Non-GAAP research and development costs$2,684  $3,279  $5,011  $6,093 
                
Selling, general and administrative$24,439  $29,048  $49,780  $55,318 
Less:               
General and administrative - Avenue4 761   454   1,683   1,509 
General and administrative - Checkpoint5 1,753   1,987   3,764   3,909 
Selling, general and administrative - Journey Medical 12,141   15,191   25,433   29,906 
General and administrative - Mustang Bio6 2,993   2,876   5,251   5,278 
Non-GAAP selling, general and administrative costs$6,791  $8,540  $13,649  $14,716 
 
  1. Includes Research and development expense and Research and development - licenses acquired expense for the periods presented.
  2. Excludes $0.1 million of Fortress MSA expense payable to Fortress for the three and six months ended June 30, 2023.
  3. Excludes $0.1 million of Fortress MSA expense for the three months ended June 30, 2023; $0.1 million of Fortress MSA expense for the three months ended June 30, 2022; $0.1 million Fortress MSA expense for the six months ended June 30, 2023; and $0.3 million Fortress MSA expense for the six months ended June 30, 2022.
  4. Excludes $0.1 million of Fortress MSA expense and $0.1 million financing fee payable to Fortress for the three months ended June 31, 2023 and $0.3 million of Fortress MSA expense and $0.1 million financing fee payable to Fortress for the six months ended June 31, 2023.
  5. Excludes $0.1 million of Fortress MSA expense and $0.4 million Fortress financing fee for the three months ended June 30, 2023; $0.1 million of Fortress MSA expense for the three months ended June 30, 2022; $0.3 million Fortress MSA expense and $0.6 million Fortress financing fee for the six months ended June 30, 2023; and $0.3 million Fortress MSA expense and $0.2 million Fortress financing fee for the six months ended June 30, 2022.
  6. Excludes $0.1 million of Fortress MSA expense for the three months ended June 30, 2023; $0.1 million of Fortress MSA expense and $0.1 million Fortress financing fee for the three months ended June 30, 2022; $0.1 million Fortress MSA expense for the six months ended June 30, 2023; and $0.3 million Fortress MSA expense and $0.9 million Fortress financing fee for the six months ended June 30, 2022.

About Fortress Biotech

Fortress Biotech, Inc. ("Fortress") is an innovative biopharmaceutical company focused on efficiently acquiring, developing and commercializing or monetizing promising therapeutic products and product candidates. The company has eight marketed prescription pharmaceutical products and over 25 programs in development at Fortress, at its majority-owned and majority-controlled partners and subsidiaries and at partners and subsidiaries it founded and in which it holds significant minority ownership positions. Such product candidates span six large-market areas, including oncology, rare diseases and gene therapy, which allow it to create value for shareholders. Fortress advances its diversified pipeline through a streamlined operating structure that fosters efficient drug development. The Fortress model is driven by a world-class business development team that is focused on leveraging its significant biopharmaceutical industry expertise to further expand the company's portfolio of product opportunities. Fortress has established partnerships with some of the world's leading academic research institutions and biopharmaceutical companies to maximize each opportunity to its full potential, including AstraZeneca, City of Hope, Fred Hutchinson Cancer Center, St. Jude Children's Research Hospital, Nationwide Children's Hospital and Sentynl. For more information, visit www.fortressbiotech.com.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. As used below and throughout this press release, the words "we", "us" and "our" may refer to Fortress individually or together with one or more partner companies, as dictated by context. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs, ability to generate shareholder value, ability of our products to receive necessary approvals, including FDA approval, ability of our products and therapies to help patients and any other statements that are not historical facts. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include, risks relating to: our growth strategy; financing and strategic agreements and relationships; our need for substantial additional funds and uncertainty relating to financings; our ability to identify, acquire, close and integrate product candidates successfully and on a timely basis; our ability to attract, integrate and retain key personnel; the early stage of products under development; the results of research and development activities; uncertainties relating to preclinical and clinical testing; risks relating to the timing of starting and completing clinical trials; the ability to secure and maintain third-party manufacturing, marketing and distribution of our and our partner companies' products and product candidates; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this press release should be read as applying mutatis mutandis to every other instance of such information appearing herein.

Company Contact:

Jaclyn Jaffe

Fortress Biotech, Inc.

(781) 652-4500

ir@fortressbiotech.com

Media Relations Contact:

Tony Plohoros

6 Degrees

(908) 591-2839

tplohoros@6degreespr.com

 
 
FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

($ in thousands except for share and per share amounts)

      
 June 30,  December 31, 
 2023 2022
     
ASSETS       
Current assets       
Cash and cash equivalents$78,022  $178,266 
Accounts receivable, net 16,737   28,208 
Inventory 12,166   14,159 
Other receivables - related party 273   138 
Prepaid expenses and other current assets 7,315   9,661 
Restricted cash 8,750   — 
Assets held for sale 4,348   — 
Total current assets 127,611   230,432 
      
Property, plant and equipment, net 7,230   13,020 
Operating lease right-of-use asset, net 17,951   19,991 
Restricted cash 2,438   2,688 
Intangible asset, net 21,916   27,197 
Other assets 3,573   973 
Total assets$ 180,719  $ 294,301 
      
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       
Current liabilities     
Accounts payable and accrued expenses$99,162  $97,446 
Common stock warrant liabilities 9,971   13,869 
Operating lease liabilities, short-term 2,329   2,447 
Partner company term loan, short-term, net 9,942   — 
Partner company convertible preferred shares, short-term, net 3,491   2,052 
Partner company line of credit —   2,948 
Partner company installment payments - licenses, short-term, net 2,333   7,235 
Other short-term liabilities 1,355   1,718 
Total current liabilities 128,583   127,715 
      
Notes payable, long-term, net 45,333   91,730 
Operating lease liabilities, long-term 19,502   21,572 
Partner company installment payments - licenses, long-term, net 1,490   1,412 
Other long-term liabilities 1,754   1,847 
Total liabilities  196,662    244,276 
      
Commitments and contingencies        
      
Stockholders' equity (deficit)       
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 June 30, 2023 and December 31, 2022, respectively, liquidation value of $25.00 per share 3   3 
Common stock, $0.001 par value, 200,000,000 shares authorized, 131,657,369 and 110,494,245 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 132   110 
Common stock issuable, 39,595 and 0 shares as of June 30, 2023 and December 31, 2022 23   — 
Additional paid-in-capital 698,897   675,841 
Accumulated deficit (680,546)  (634,233)
Total stockholders' equity attributed to the Company 18,509   41,721 
      
Non-controlling interests (34,452)  8,304 
Total stockholders' equity (deficit) (15,943)  50,025 
Total liabilities and stockholders' equity (deficit)$ 180,719  $ 294,301 



 
FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

($ in thousands except for share and per share amounts)

 
            
  Three Months Ended June 30,   Six Months Ended June 30, 
 2023    2022    2023    2022
Revenue               
Product revenue, net$16,961  $18,235  $29,126  $39,031 
Collaboration revenue 183   577   364   1,154 
Revenue - related party 31   18   66   70 
Other revenue 211   56   259   2,556 
Net revenue 17,386   18,886   29,815   42,811 
            
Operating expenses           
Cost of goods sold - product revenue 7,767   7,633   14,216   15,836 
Research and development 32,139   33,130   67,415   69,852 
Research and development - licenses acquired 3   1   4,233   1 
Selling, general and administrative 24,439   29,048   49,780   55,318 
Asset impairment 3,143   —   3,143   — 
Total operating expenses 67,491   69,812   138,787   141,007 
Loss from operations (50,105)  (50,926)  (108,972)  (98,196)
            
Other income (expense)               
Interest income 715   150   1,751   292 
Interest expense and financing fee (6,425)  (3,154)  (10,721)  (5,504)
Change in fair value of warrant liabilities (512)  —   6,166   — 
Loss from deconsolidation of Aevitas (3,369)  —   (3,369)  — 
Other income 395   —   699   — 
Total other expense (9,196)  (3,004)  (5,474)  (5,212)
Net loss  (59,301)   (53,930)   (114,446)   (103,408)
            
Net loss attributable to non-controlling interests 34,525   32,574   68,133   66,292 
Net loss attributable to Fortress  (24,776)   (21,356)   (46,313)   (37,116)
            
Preferred A dividends declared and paid (2,008)  (2,008)  (4,016)  (4,016)
Net loss attributable to common stockholders $ (26,784) $ (23,364) $ (50,329) $ (41,132)
            
Net loss per common share attributable to common stockholders - basic and diluted$(0.24) $(0.26) $(0.47) $(0.47)
            
Weighted average common shares outstanding - basic and diluted 110,659,985   88,743,457   106,297,241   87,593,952 




1 The development programs depicted in this press release include product candidates in development at Fortress, at Fortress' private subsidiaries (referred to herein as "subsidiaries"), at Fortress' public subsidiaries (referred to herein as "partner companies") and at entities with which one of the foregoing parties has a significant business relationship, such as an exclusive license or an ongoing product-related payment obligation (such entities referred to herein as "partners"). The words "we", "us" and "our" may refer to Fortress individually, to one or more of our subsidiaries and/or partner companies, or to all such entities as a group, as dictated by context.

2 Information on clinicaltrials.gov does not constitute part of this release.

3 M. Zanovello et al., Unexpected frequency of the pathogenic ARCAG repeat 2 expansion in the general population. Brain, in press (2023).



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