Fortress Biotech, Inc. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Controls and Procedures Disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed only to provide reasonable assurance that they will meet their objectives. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness, as of December 31, 2024, of the design and operation of our disclosure controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Internal Control over Financial Reporting Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements. Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 91 Table of Contents Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making the assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013) . Based on the results of this assessment, management (including our Chief Executive Officer and our Chief Financial Officer) has concluded that, as of December 31, 2024, our internal control over financial reporting was effective. Changes in Internal Controls over Financial Reporting There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth certain information regarding our executive officers and directors, including their ages as of the date of this Form 10-K. ​ ​ ​ ​ ​ Name Age Position Lindsay A. Rosenwald, M.D. ​ 69 ​ Chairman of the Board of Directors, President and Chief Executive Officer David Jin ​ 35 ​ Chief Financial Officer and Head of Corporate Development Michael S. Weiss ​ 59 ​ Executive Vice Chairman, Strategic Development Jimmie Harvey, Jr., M.D. ​ 73 ​ Director Malcolm Hoenlein ​ 81 ​ Director Dov Klein, CPA ​ 73 ​ Director J. Jay Lobell ​ 62 ​ Director Kevin L. Lorenz, J.D. ​ 60 ​ Director Lucy Lu, M.D. ​ 50 ​ Director ​ Lindsay A. Rosenwald, M.D. has served as a member of the Company’s Board of Directors since October 2009 and as Chairman, President and Chief Executive Officer of the Company since December 2013. Dr. Rosenwald also currently serves as a member of the board of directors of Fortress partner companies Avenue (OTC: ATXI), Checkpoint (Nasdaq: CKPT), Mustang (Nasdaq: MBIO) and Journey (Nasdaq: DERM). Additionally, Dr. Rosenwald serves as a member of the board of directors of each of Fortress’ private subsidiaries (and has so served in each case since company inception). From 1991 to 2008, Dr. Rosenwald served as the Chairman of Paramount BioCapital, Inc. Over the past 30 years, Dr. Rosenwald has acted as a biotechnology entrepreneur and has been involved in the founding, recapitalization and sale of numerous public and private biotechnology and life science companies. He received his B.S. in finance from Pennsylvania State University and his M.D. from Temple University School of Medicine. David Jin h as served as our Chief Financial Officer since August 2022 and as Head of Corporate Development since May 2020. He also serves on the Board of Directors of Mustang (Nasdaq: MBIO) and as Interim Chief Financial Officer and Chief Operating Officer of Avenue (OTC: ATXI) (both Fortress partner companies). Previously, he was on the investment team in the Private Equity & Real Assets group at Barings, Director of Corporate Development at Sorrento Therapeutics, Vice President of Healthcare Investment Banking at FBR & Co., and was in the management consulting group at IMS Health (now IQVIA). He holds a B.S. in Industrial Engineering & Management Sciences with a double-major in Mathematical Methods in the Social Sciences from Northwestern University. 92 Table of Contents Michael S. Weiss has served as our Executive Vice Chairman, Strategic Development since February 2014. He currently serves as a member of the board of directors of several of our partner companies, including as Chairman of the Board of Directors of Checkpoint (Nasdaq: CKPT) and Executive Chairman of the Board of Directors of Mustang (Nasdaq: MBIO). Since December 2011, Mr. Weiss has served in multiple capacities at TG Therapeutics, Inc. (Nasdaq: TGTX), a related party, and is currently its Executive Chairman, Chief Executive Officer and President. In 1999, Mr. Weiss founded Access Oncology, which was later acquired by Keryx Biopharmaceuticals (Nasdaq: KERX) in 2004. Following the merger, Mr. Weiss remained as CEO of Keryx. He began his professional career as a lawyer with Cravath, Swaine & Moore LLP. Mr. Weiss earned his B.S. in Finance from The University of Albany and his J.D. from Columbia Law School . Jimmie Harvey, Jr., M.D. has served as a member of the Board of Directors since December 2008. In 1984, Dr. Harvey founded Birmingham Hematology and Oncology Associates, L.L.C. (now Alabama Oncology, L.L.C.), a private medical company located in Birmingham, Alabama. Dr. Harvey served as President of Alabama Oncology, LLC until 2020. Dr. Harvey has experience in clinical trial execution and management and was a principal investigator in two trials, one investigating a novel monoclonal antibody and the other investigating a small molecule used to treat immunologic malignancies. Dr. Harvey holds a B.A. in chemistry from Emory University and received his M.D. from Emory University School of Medicine. Dr. Harvey completed his medical oncology training at the Vincent T. Lombardi Cancer Center at Georgetown University. Based on Dr. Harvey’s medical background, including his oncology expertise, the Board of Directors believes that Dr. Harvey has the appropriate set of skills to serve as a member of the Board in light of the Company’s business and structure. Malcolm Hoenlein has served as a member of the Board of Directors since February 2014. From 1986 to 2021, Mr. Hoenlein served as Executive Vice Chairman of the Conference of Presidents of Major American Jewish Organizations, the coordinating body on international and national concerns for 51 national American Jewish organizations and since 2021 continues as Vice Chairman Emeritus. Previously, he served as the founding Executive Director of the Jewish Community Relations Council of Greater New York. Prior to that, he was the founding Executive Director of the New York Conference on Soviet Jewry. A National Defense Fellow at the Near East Center of the University of Pennsylvania, Mr. Hoenlein taught International Relations in the Political Science Department and served as a Middle East specialist at the Foreign Policy Research Institute. In addition, he served on the editorial staff of ORBIS, the Journal of World Affairs. He serves currently as a director of Nanox Imaging Plc. and Bonus BioGroup. He previously served as a director for DarioHealth Corp, WellSense Technology, Delek Oil, Eco-Fusion North America, Inc., Powermat USA, and Bank Leumi USA. Mr. Hoenlein has a B.A. in Political Science from Temple University and an M.A. in International Relations from the University of Pennsylvania, as well as an Hon. LL.D. from Touro College, an Hon. D.H.L. from Yeshiva University, an Hon. D.H.L. from Temple University and an Hon. D.H.L. from Bar Ilan University. Based on Mr. Hoenlein’s demonstrated sound business judgment and leadership and management experience, the Board of Directors believes that Mr. Hoenlein has the appropriate set of skills to serve as a member of the Board in light of the Company’s business and structure. Dov Klein, CPA , has served as a member of the Board of Directors since July 2015. From January 2016 through December 31, 2020, Mr. Klein was an audit partner at Marks Paneth LLP, a certified public accounting and consulting firm. Effective January 1, 2021, Mr. Klein is a retired partner of Marks Paneth LLP. Prior to 2016, Mr. Klein was an audit partner at RSSM CPA LLP, a certified public accounting and strategic advisory firm, which he joined in 2001. His practice focused on audits and reviews and compilation of financial statements for clients in various industries. Mr. Klein has also consulted on matters in litigation and conducted financial due diligence in mergers and acquisitions as well as business planning for growing businesses. Mr. Klein has been a certified public accountant since 1978 and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. Klein received his BSc in Accounting from Brooklyn College, The City University of New York. 93 Table of Contents J. Jay Lobell has served as a member of the Board of Directors since June 2006. Mr. Lobell is President of GMF Capital, LLC which he co-founded in January 2016. Mr. Lobell was also a founder of Beech Street Capital, LLC, a real estate lending company, serving as its Vice Chairman from December 2009 until the company’s sale to Capital One Financial Corporation in November 2013. From January 2005 to December 2009, Mr. Lobell served as President and Chief Operating Officer of Paramount Biosciences, LLC, or PBS, a private biotechnology investment and development company. In that capacity, he had substantial responsibility for the assembly and oversight of companies PBS founded and incubated, including the Company. Mr. Lobell currently serves on the board of directors of several private companies, including Sava Senior Care, where he has served since September 2013, Tender Touch Rehabilitation Services, where he has served since October 2014, and Pardes Biosciences, where he has served since January 2021. Mr. Lobell was a partner in the law firm Covington & Burling LLP from October 1996 through January 2005, where he advised companies and individuals as a member of the firm’s securities litigation and white collar defense practice group. Mr. Lobell received his B.A. (summa cum laude, Phi Beta Kappa) from The City University of New York and his J.D. from Yale Law School, where he was senior editor of The Yale Law Journal. Kevin L. Lorenz, J.D ., has served as a member of the Board of Directors since August 2019. Mr. Lorenz has over 25 years of experience guiding and implementing investment strategies across public and private companies. Since 2021, Mr. Lorenz has served as a Director at Adventus Capital Partners. Since 2015, Mr. Lorenz has been Chief Investment Officer, Senior Vice President, Treasury & Private Investments at the Katz Group in the family office of Daryl Katz, which has operations in sports and entertainment, real estate, and public and private investments. Mr. Lorenz works directly with the principal of the Katz Group to oversee the design, implementation, and monitoring of the overall investment strategy for public and private passive investments. Prior to joining the Katz Group, Mr. Lorenz was Director, Ultra High Net Worth (“UHNW”) Private Client Business at Credit Suisse Securities, LLC from 2009 - 2015, where he was selected to expand Credit Suisse’s UHNW private client business into Canada. From 2004 to 2009, Mr. Lorenz was the Director, UHNW Management Group at UBS Financial Services, Inc., where he was a key contributor to the formation and development of the company’s first dedicated UBS UHNW office. Earlier in his career, he held positions of increasing responsibility at Merrill Lynch Pierce Fenner & Smith, Inc. and the Office of the Comptroller of the Currency, an independent bureau within the U.S. Department of the Treasury that charters, regulates and supervises all national banks and thrift institutions. Mr. Lorenz holds a J.D. from George Mason University Antonin Scalia Law School, an M.B.A. from Benedictine University and a B.S. in economics from Illinois State University. Lucy Lu, M.D. , has served as a member of the Board of Directors since December 2022. She previously served as the Executive Vice President and Chief Financial Officer of the Company from February 2012 to June 2017 and the President and Chief Executive Officer of Avenue Therapeutics, Inc. (OTC: ATXI) from July 2017 until March 2022. Prior to working in the biotech industry, Dr. Lu had 10 years of experience in healthcare-related equity research and investment banking. Additionally, Dr. Lu has served as a member of the Board of Directors of Veru, Inc. where she is the Chair of the Audit Committee and serves on the Compensation Committee, since 2021, a position she also held from 2016 to 2018, and has served as a member of the Board of Directors of Iventiva S.A. since 2018. From February 2007 through January 2012, Dr. Lu was a senior biotechnology equity analyst with Citigroup Investment Research. From 2004 until joining Citigroup, she was with First Albany Capital, serving as Vice President from April 2004 until becoming a Principal of the firm in February 2006. Dr. Lu holds an M.D. degree from the New York University School of Medicine and an M.B.A. from the Leonard N. Stern School of Business at New York University. Dr. Lu obtained a B.A. from the University of Tennessee’s College of Arts and Science. Family Relationships There is no family relationship between and among any of our executive officers or directors. ​ Board Structure and Leadership Our Bylaws provide that our Board shall consist of between one and nine directors, and such number of directors within this range may be determined from time to time by resolution of our board of directors or our stockholders. Currently, we have eight directors. 94 Table of Contents The Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes that it is in the best interests of the Company to make that determination based on the direction of the Company and the current membership of the Board. The Board has determined that having a director who is also the Chief Executive Officer serve as the Chairman is in the best interest of the Company’s stockholders at this time. During 2024, our Board held ten meetings. During 2024, each director attended at least 88% of the meetings of the Board and the meetings of those committees on which each director served, in each case during the period that such person was a director. Our directors are expected to attend each Annual Meeting of Stockholders. Director Independence Fortress adheres to the corporate governance standards adopted by The Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq rules require our Board to make an affirmative determination as to the independence of each director. Consistent with these rules, our Board completed its annual review of director independence on March 27, 2025. During the review, our Board considered relationships and transactions during 2024 and during the past three fiscal years between each director or any member of his or her immediate family, on the one hand, and the Company and our partner companies and affiliates, on the other hand. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this review, our Board determined that Dr. Harvey and Messrs. Hoenlein, Klein, Lobell, and Lorenz are independent under the criteria established by Nasdaq and our Board. Board Committees The permanent committees established by our Board are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, descriptions of which are set forth in more detail below. Audit Committee The Audit Committee currently consists of Messrs. Klein (chair) and Lobell, and Dr. Harvey. During 2024, the Audit Committee held four meetings. The duties and responsibilities of the Audit Committee are set forth in the Charter of the Audit Committee which was recently reviewed by our Audit Committee. Our Audit Committee determined that no revisions needed to be made to the charter at this time. A copy of the Charter of the Audit Committee is available on our website, located at www.fortressbiotech.com , under the Investors – Governance – Governance Documents section. Among other matters, the duties and responsibilities of the Audit Committee include reviewing and monitoring our financial statements and internal accounting procedures, the selection of our independent registered public accounting firm and consulting with and reviewing the services provided by our independent registered public accounting firm. Our Audit Committee has sole discretion over the retention, compensation, evaluation and oversight of our independent registered public accounting firm. The SEC and Nasdaq have established rules and regulations regarding the composition of audit committees and the qualifications of audit committee members. Our Board of Directors has examined the composition of our Audit Committee and the qualifications of our Audit Committee members in light of the current rules and regulations governing audit committees. Based upon this examination, our Board of Directors has determined that each member of our Audit Committee is independent and is otherwise qualified to be a member of our Audit Committee in accordance with the rules of the SEC and Nasdaq. Additionally, the SEC requires that at least one member of the Audit Committee have a “heightened” level of financial and accounting sophistication. Such a person is known as the “audit committee financial expert” under the SEC’s rules. Our Board has determined that Mr. Klein is an “audit committee financial expert,” as the SEC defines that term, and is an independent member of our Board of Directors and our Audit Committee. Please see Mr. Klein’s biography in “Item 10. Directors, Executive Officers, and Corporate Governance” for a description of his relevant experience. 95 Table of Contents Compensation Committee The Compensation Committee held one meeting and took action by unanimous consent one time during 2024. The Compensation Committee currently consists of Messrs. Lobell (chair), Klein and Dr. Harvey. The duties and responsibilities of the Compensation Committee are set forth in its charter. A copy of the charter of the Compensation Committee is available on the Company’s website, located at www.fortressbiotech.com, under the Investors — Governance — Governance Documents section. As discussed in its charter, among other things, the duties and responsibilities of the Compensation Committee include annually evaluating the performance of the Chief Executive Officer and our other executive officers, determining the overall compensation of the Chief Executive Officer and our other executive officers and administering all executive compensation programs, including, but not limited to, our incentive and equity-based plans. The Compensation Committee also reviews and discusses with management the compensation disclosures in our proxy statement and reviews and approves the say on pay and frequency proposals to be periodically included in our proxy statement. The Compensation Committee applies discretion in the determination of individual executive compensation packages to ensure compliance with the Company’s compensation philosophy. The Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation packages for officers other than himself. The Compensation Committee may delegate its authority to grant awards to certain employees, and within specified parameters under the Compensation Committee Charter, to a special committee consisting of one or more directors who may but need not be officers of the Company. Nasdaq has established rules and regulations regarding the composition of compensation committees and the qualifications of compensation committee members. Our Board of Directors has examined the composition of our Compensation Committee and the qualifications of our Compensation Committee members in light of the current rules and regulations governing compensation committees. Based upon this examination, our Board of Directors has determined that each member of our Compensation Committee is independent and is otherwise qualified to be a member of our Compensation Committee in accordance with such rules. Nominating Committee The Nominating and Corporate Governance Committee is currently composed of Messrs. Lobell (chair), Hoenlein and Klein. The functions of the Nominating and Corporate Governance Committee include, among other things: ● making recommendations to the Board of Directors regarding the size and composition of the Board of Directors; ● developing minimum qualifications for director candidates and evaluating such candidates in such a manner as the Nominating and Corporate Governance Committee deems appropriate; ● except where otherwise required, selecting candidates for election to the Board of Directors and to fill any vacancies on the Board of Directors, such selected candidates to then be voted by the Board of Directors; ● establishing procedures for the nomination process; ● establishing and administering periodic assessment procedures relating to the performance of the Board of Directors as a whole and its individual members; and ● making recommendations to the Board of Directors regarding corporate governance matters and practices, including formulating and periodically reviewing corporate governance guidelines to be adopted by the Board of Directors. 96 Table of Contents The Nominating and Corporate Governance Committee of the Board of Directors is responsible for establishing the qualifications for director candidates. The Committee does not have a formal policy on Board of Directors candidate qualifications. It may consider those factors it deems appropriate in evaluating director nominees made either by the Board of Directors or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skills relative to other Board of Directors’ members, specialized knowledge or experience, and diversity. Depending upon the current needs of the Board of Directors, certain factors may be weighed more or less heavily than others. In considering candidates for the Board of Directors, the directors evaluate the entirety of each candidate’s credentials and do not currently have any specific minimum qualifications that must be met. The directors will consider candidates from any reasonable source, including current Board of Directors’ members, stockholders, professional search firms or other persons. The directors will not evaluate candidates differently based on who made the recommendation. Our policy describing our director nomination process is included in our Nominating and Corporate Governance Committee Charter, which is available on the Company’s website, located at www.fortressbiotech.com , under the Investors — Governance — Governance Documents section. We believe that the current process in place functions effectively to select director nominees who will be valuable members of our Board of Directors. We identify potential nominees to serve as directors through a variety of business contacts, including current executive officers, directors, community leaders and stockholders. We may, to the extent appropriate, retain a professional search firm or other advisors to identify potential nominees. We will also consider candidates recommended by stockholders for nomination to our Board. A stockholder who wishes to recommend a candidate for nomination to our Board must submit such recommendation to our General Counsel and Corporate Secretary, Sam Berry, at our offices located at 1111 Kane Concourse Suite 301, Bay Harbor Islands, FL 33154. Any recommendation must be received not less than 45 calendar days nor more than 75 calendar days before the anniversary date of the previous year’s annual meeting. All stockholder recommendations of candidates for nomination for election to our Board must be in writing and must set forth the following: (i) the candidate’s name, age, business address, and other contact information, (ii) the number of shares of common stock beneficially owned by the candidate, (iii) the date or dates such shares were acquired and the investment intent of such acquisition, (iv) a complete description of the candidate’s qualifications, experience, background and affiliations, as would be required to be disclosed in the proxy statement pursuant to Schedule 14A under the Exchange Act, (v) a written statement by the candidate in which he or she consents to being named in the proxy statement as a nominee and to serve as director if elected, and (vi) the name and address of the stockholder(s) of record making such a recommendation. We believe that our Board as a whole should encompass a range of talent, skill, and expertise enabling it to provide sound guidance with respect to our operations and interests. Our independent directors evaluate all director candidates by reviewing their biographical information and qualifications. If the independent directors determine that a candidate is qualified to serve on our Board, such candidate is interviewed by at least one of the independent directors and our Chief Executive Officer. Other members of the Board also have an opportunity to interview qualified candidates. The independent directors then determine, based on the background information and the information obtained in the interviews, whether to recommend to the Board that the candidate be nominated for approval by the stockholders to fill a directorship. With respect to an incumbent director whom the independent directors are considering as a potential nominee for re-election, the independent directors review and consider the incumbent director’s service during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Board. The manner in which the independent directors evaluate a potential nominee does not differ based on whether the candidate is recommended by our directors or stockholders. We consider the following qualifications, among others, when making a determination as to whether a person should be nominated to our Board: the independence of the director nominee; the director nominee’s character and integrity; financial literacy; level of education and business experience, including experience relating to biopharmaceutical companies; whether the director nominee has sufficient time to devote to our Board; and the director nominee’s commitment to represent the long-term interests of our stockholders. We review candidates in the context of the current composition of the Board and the evolving needs of our business. We believe that each of the current members of our Board (all of whom are director nominees) has the requisite business, biopharmaceutical, financial or managerial experience to serve as a member of the Board, as described above in their biographies under the heading “Our Board of Directors.” We also believe that each of the current members of our Board has other key attributes that are important to an effective board, including integrity, high ethical standards, sound judgment, analytical skills, and the commitment to devote significant time and energy to service on the Board and its committees. 97 Table of Contents Code of Business Conduct and Ethics We have adopted the Code of Business Conduct and Ethics, or the Code, which applies to all of our directors, officers and employees, including our principal executive officer and principal financial officer. The Code includes guidelines dealing with the ethical handling of conflicts of interest, compliance with federal and state laws, financial reporting, and our proprietary information. The Code also contains procedures for dealing with and reporting violations of the Code. We have posted our Code of Business Conduct and Ethics under the Investors — Governance — Governance Documents section of the Company’s website, located at www.fortressbiotech.com . Any changes to or waivers of the Code of Ethics will be posted at that website. Insider Trading Policy Prohibiting Hedging and Speculative Trading We maintain an insider trading policy (“Insider Trading Policy”) that governs the purchase, sale and other dispositions of our securities by the Company, directors, officers and employees. Our Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. Additionally, pursuant to our Insider Trading Policy, our officers, directors, and employees are prohibited from engaging in speculative trading, including hedging transactions or short sale transactions with respect to Company securities. ​ Delinquent Section 16(a) Reports ​ Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than ten percent of our common stock to file reports with the SEC indicating their holdings of and transactions in our equity securities, and to provide copies of such reports to us. Based solely on a review of our records, publicly available information, and written representations by the persons required to file such reports, we believe that during the fiscal year ended December 31, 2024, there were no Section 16(a) filings that were untimely. Item 11. Executive Compensation Named Executive Officers As determined in accordance with SEC rules, our “named executive officers” (“NEOs”), which include all executive officers serving during 2024, are the individuals set forth below: ● Lindsay A. Rosenwald, M.D., our Chairman, President and Chief Executive Officer; ● David Jin, our Chief Financial Officer and Head of Corporate Development; and ● Michael S. Weiss, our Executive Vice Chairman, Strategic Development The following table sets forth information concerning compensation paid by the Company and its consolidated subsidiaries to our NEOs for their services rendered in all capacities during the years ended December 31, 2024, and 2023. ​ 98 Table of Contents Summary Compensation Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incentive ​ All ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ Option ​ Plan ​ Other ​ ​ ​ ​ ​ ​ ​ Salary ​ Bonus ​ Awards (1) ​ Awards (1) ​ Compensation ​ Compensation (2) ​ Total Name and principal position(s) Year ($) ($) ($) ($) ($) ($) ($) Lindsay A. Rosenwald, M.D. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chairman, President and 2024 ​ $ 62,665 ​ ​ — ​ $ 1,153,032 ​ $ 64,500 ​ ​ — ​ $ 150,000 ​ $ 1,430,197 Chief Executive Officer 2023 ​ ​ 62,665 ​ ​ — ​ ​ 805,920 ​ ​ 104,000 ​ ​ — ​ ​ 150,000 ​ 1,122,585 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ David Jin ​ ​ ​ ​ ​ ​ ​ ​ Chief Financial Officer and 2024 ​ 420,000 ​ — ​ 1,899,900 ​ — ​ — ​ 14,467 ​ 2,334,367 Head of Corporate Development 2023 ​ 400,000 ​ ​ 160,000 (3) ​ 330,400 ​ 582,500 ​ — ​ 7,333 ​ 1,480,233 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael S. Weiss ​ ​ ​ ​ ​ ​ ​ ​ Executive Vice Chairman, 2024 ​ 62,665 ​ — ​ 1,047,680 ​ — ​ — ​ 120,000 ​ 1,230,345 Strategic Development 2023 ​ 62,665 ​ — ​ 779,994 ​ — ​ — ​ 120,000 ​ 962,659 ​ (1) Represents the aggregate grant date fair value of equity-based awards granted by the Company and its consolidated subsidiaries, computed in accordance with FASB Accounting Standards Codification Topic 718, Stock Compensation, as modified or supplemented (“FASB ASC Topic 718”), as described in Note 13. In accordance with the terms of the LTIP (as defined below), on January 1, 2025, Dr. Rosenwald and Mr. Weiss were each awarded 454,163 shares of restricted common stock of the Company (or one percent (1%) of the total outstanding shares of the Company) for their performance in 2024. In 2024 Mr. Jin was awarded 1,000,000 Restricted Stock Units of the Company and 65,000 Restricted Stock Units of Avenue for his roles as Interim Chief Operating Officer, Chief Financial Officer and Corporate Secretary of Avenue. Additionally, Dr. Rosenwald received 82,051 restricted shares of Checkpoint common stock, 9,728 restricted shares of Journey common stock, and 30,000 options in respect of Avenue common stock for his role on the Board of Directors of those companies for the year ended December 31, 2024. Mr. Weiss received 82,051 restricted shares of Checkpoint common stock in his capacity as Chairman of the Board of Checkpoint for the year ended 2024. (2) All Other Compensation for 2024 for Dr. Rosenwald comprises $50,000 in cash fees from each of Checkpoint, Mustang, and Journey for his service on the Boards of Directors of those companies for the year ended December 31, 2024. All Other Compensation for 2024 for Mr. Weiss, in each case to an LLC wholly-owned by Mr. Weiss, comprises $60,000 cash fees received for his service as Chairman of the Board of Checkpoint, and $60,000 in cash fees received for his service as Chairman of the Board and Executive Chairman of Mustang. All Other Compensation for 2024 for Mr. Jin comprises Company matching 401(k) contributions of $14,467. (3) This amount represents an discretionary bonus awarded by the Compensation Committee to Mr. Jin in January 2025. Although this bonus was not awarded until 2025, it relates to services performed in 2023 and we have therefore restated Mr. Jin’s 2023 compensation to include it. Other than the addition of this bonus amount, no other changes have been made to Mr. Jin’s previously reported 2023 compensation. Summary of Material Components of Compensation Program The Company believes in providing its executive management team a competitive total compensation package featuring a combination of elements. The executive compensation programs are designed to achieve the following objectives: ● reward performance; ● attract, motivate and retain executives of outstanding ability and potential; and ● ensure that executive compensation is rationally related to building stockholder value. The Board of Directors believes that the Company’s executive compensation programs should include short- and long-term components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations. 99 Table of Contents Base Salaries Base salaries for the Company’s executives are initially established through arm’s-length negotiation at the time the executive is hired, taking into account such executive’s qualifications, experience, prior salary, the scope of his or her responsibilities, and competitive market compensation paid by other companies for similar positions within the industry. Base salaries are reviewed annually, typically in connection with the annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. While other of the Company’s executives are paid salaries typical within the industry for persons of their experience and expertise, Dr. Rosenwald and Mr. Weiss have elected to largely forego the payment of salary from the Company. Annual Discretionary Bonuses In addition to the payment of base salaries, the Company believes that discretionary bonuses can play an important role in providing appropriate incentives to its executives to achieve the Company’s strategic objectives. However, for 2024, no annual bonuses were paid to our executive officers. Amended and Restated Long Term Incentive Plan The Fortress Biotech, Inc. Amended and Restated Long Term Incentive Plan (the “LTIP”) is designed to compensate Dr. Rosenwald and Mr. Weiss based on their responsibilities and for their contributions to the successful achievement of certain corporate goals and objectives of the Company. The LTIP awards are intended to enable each executive to share in the successes and risks of the Company. Eligible participants in the LTIP include Dr. Rosenwald, Mr. Weiss, or any limited liability company or limited partnership owned and controlled by Dr. Rosenwald or Mr. Weiss, provided such entity has a bona fide service provider relationship with the Company (“Eligible Entities” and together with Dr. Rosenwald and Mr. Weiss, the “LTIP Participants”). On January 1 of each year, until and including 2025, the LTIP entitles the Company to grant restricted shares of common stock of the Company to each of the LTIP Participants equal to up to one percent (1%) of the total outstanding shares of common stock of the Company, such actual amount to be based upon the achievement of the goals and objectives of each individual as set by the Compensation Committee for the preceding year. In the case of the LTIP Participants, such goals and objectives include, among other things: the Company’s in-licensing of new medical technologies of substantial promise; operational and cash management; the Company’s issuance of new debt securities; the Company’s achievement of developmental, regulatory and clinical milestones in respect of its in-licensed technologies; the recruitment and retention of personnel; share price performance; trading volume of the Company’s public securities; and the overall positioning of the Company within its relevant market. Restricted shares granted under the LTIP vest upon (i) the Company achieving a specified increase in market capitalization since the grant date and (ii) the participant remaining in service with the Company until (or being involuntarily terminated prior to) July 16, 2025. The award would also vest upon a change in control of the Company before July 16, 2025, provided the eligible participant remains in service with the Company until the date of such transaction. If the restricted shares do not vest as described above, they will be subject to a repurchase option by the Company at a nominal price for 90 days following the earlier of July 16, 2025 or the participant’s voluntary separation from service with the Company. ​ In addition, pursuant to the LTIP, upon the formation of each new subsidiary of the Company, the LTIP Participants are to each receive five percent (5%) of the total outstanding shares of common stock of the subsidiary. Retirement Plans We maintain a tax-qualified retirement plan (the “401(k)”) plan for eligible employees, including our named executive officers. Eligible employees may make voluntary contributions from their eligible pay and may defer up to 86% of their annual compensation, up to certain limitations imposed by the Internal Revenue Code of 1986, as amended. We match employee contributions in an amount equal to 100% of 4% of the employee’s eligible compensation. All such employee contributions and matching contributions are immediately and fully vested. 100 Table of Contents Equity Incentive Compensation The Company believes that by providing its executives the opportunity to increase their ownership of Company stock, the interests of its executives will be more closely aligned with the best interests of the Company’s stockholders, encouraging long-term performance. The stock awards enable the executive officers to participate in the appreciation of the value of the Company’s stock, while personally participating in the risks of business setbacks. The Company grants equity awards to its executives pursuant to the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as has been amended from time to time (the “2013 Plan”). While the Company has awarded stock options to the executive officers as incentives in the past, it more recently has awarded restricted stock or restricted stock units (“RSUs”) to its executives. These RSU or restricted stock awards generally vest in installments over a period of several years. Several of the Company’s subsidiaries also periodically grant awards of stock options, restricted stock or RSUs to executive officers of the Company in respect of their service as officers or directors of those subsidiaries. ​ 101 Table of Contents OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth certain information regarding outstanding equity awards held by the Company’s named executive officers, in securities of the Company and its subsidiaries, as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Option Awards ​ Stock Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ ​ Market ​ Equity ​ Incentive ​ ​ ​ Securities ​ Number of ​ ​ ​ ​ ​ Number of ​ Value of ​ Incentive ​ Plan Awards: ​ ​ ​ Underlying ​ Securities ​ ​ ​ ​ ​ Shares or ​ Shares or Plan ​ Market or ​ ​ ​ Unexercised ​ Underlying ​ Option/ ​ Option/ ​ Units of ​ Units of ​ Awards: ​ Payout ​ ​ ​ Options/ ​ Unexercised ​ Warrant ​ Warrant ​ Stock That ​ Stock That ​ Number or ​ Value of ​ ​ ​ Warrant ​ Options ​ Exercise ​ Expiration ​ Have Not ​ Have Not ​ Unearned ​ Unearned ​ Name Exercisable (#) Unexercisable (#) Price ($) Date Vested (#) Vested ($)(1) Shares (#) Shares ($)(1) Lindsay A. Rosenwald, M.D. 1,666 (2) ​ — ​ $ 20.55 10/05/2025 ​ 104,295 (3) ​ $ 333,744 ​ 81,286 (4) ​ $ 164,604 ​ ​ ​ 444 ​ 889 (5) ​ ​ 85.50 ​ 6/30/2033 ​ 348,838 (6) ​ ​ 706,397 ​ 216,465 (7) ​ ​ 438,342 ​ ​ ​ — ​ 30,000 (8) ​ ​ 2.46 ​ 9/23/2034 ​ 9,728 (9) ​ ​ 38,036 ​ — ​ ​ — ​ ​ ​ — ​ — ​ ​ — ​ — ​ 239 (10) ​ ​ 2,115 ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ David Jin 125,000 ​ 125,000 ​ ​ 1.14 (11) ​ 6/30/2033 ​ 10,000 (12) ​ ​ 39,100 ​ — ​ ​ — ​ ​ ​ 62,500 ​ 187,500 ​ ​ 1.29 (13) ​ 10/10/2033 ​ 32,500 (14) ​ ​ 65,000 ​ — ​ ​ — ​ ​ ​ — ​ — ​ ​ — ​ — ​ 1,000,000 (15) ​ ​ 2,025,000 ​ — ​ ​ — ​ ​ ​ — ​ — ​ ​ — ​ — ​ 105,000 (16) ​ ​ 212,625 ​ — ​ ​ — ​ ​ ​ — ​ — ​ ​ — ​ — ​ 41,250 (17) ​ ​ 83,531 ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael S. Weiss — — ​ ​ — — 104,295 (3) ​ ​ 333,744 ​ 81,286 (4) ​ ​ 164,604 ​ ​ ​ — ​ — ​ ​ — ​ — ​ 348,838 (6) ​ ​ 706,397 ​ 216,465 (7) ​ ​ 438,342 ​ ​ ​ — ​ — ​ ​ — ​ — ​ 239 (10) ​ ​ 2,115 ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 87,970 (18) ​ ​ 178,139 ​ — ​ ​ — ​ (1) Based on the closing stock price on the Nasdaq Capital Market on the last trading day of the most recently completed fiscal year, as applicable, Fortress: $2.025; Checkpoint: $3.20, Journey: $3.91, Mustang: $8.85 and Avenue: $2.00. 102 Table of Contents (2) Represents vested options in respect of Fortress common stock. (3) Represents restricted shares in Checkpoint that vest as follows: 4,761 restricted shares that vest on June 16, 2025; 17,483 restricted shares that vest on June 13, 2026; 32,051 restricted shares that vest on May 14, 2027; and 50,000 shares that vest in three equal installments on the first, second and third anniversaries of the grant date of May 14, 2024. (4) Represents restricted shares of the Company that vest if both of the following conditions are met: (a) there is an increase in the market capitalization of the Company of at least $100,000,000 since January 1, 2023 and before July 16, 2025, and (b) the grantee (or a limited liability company or limited partnership owned by the grantee) either remains in service with the Company through July 16, 2025 or experiences an involuntary separation prior to such date. (5) Represents options in respect of Avenue common stock, which vest (or vested) in equal installments on January 1 of each of 2024, 2025 and 2026. (6) Represents restricted shares of the Company that vest on July 16, 2025. (7) Represents restricted shares of the Company that vest if both of the following conditions are met: (a) there is an increase in the market capitalization of the Company of at least $100,000,000 since January 1, 2024 and before July 16, 2025, and (b) the grantee (or a limited liability company or limited partnership owned by the grantee) either remains in service with the Company through July 16, 2025 or experiences an involuntary separation prior to such date. (8) Represents options in respect of Avenue common stock, which vest in equal installments on January 1 of each of 2025, 2026 and 2027. (9) Represents restricted shares in Journey that vest on July 8, 2025. (10) Represents restricted shares in Mustang that vest as follows: 95 restricted shares that vest on June 17, 2025 and 144 restricted shares that vest on July 5, 2026. (11) Represents options in respect of Avenue common stock, which vest (or vested) in equal installments on August 1 of each of 2023, 2024, 2025 and 2026. (12) Represents restricted stock units in Journey which vest in equal installments on July 21 of each of 2025 and 2026. (13) Represents options in respect of Urica common stock, which vest (or vested) in equal installments on October 10 of each of 2023, 2024, 2025 and 2026. (14) Represents restricted stock units in Avenue that vest in equal installments on September 23 of each of 2025 and 2026. (15) Represents deferred restricted stock units of the Company that vest in 16 equal quarterly installments through the period ending December 31, 2028. (16) Represents deferred restricted stock units of the Company that vest in 12 equal quarterly installments through the period ending December 31, 2027. (17) Represents deferred restricted stock units of the Company that vest in 22 equal monthly installments through the period ending October 31, 2026. (18) Represents restricted shares of the Company that vest on December 19, 2027. ​ Summary of Employment or Agreements and Arrangements Executive Employment Agreements The Company has not entered into employment agreements with Dr. Rosenwald, Mr. Weiss, or Mr. Jin. The forfeiture conditions applicable to restricted shares granted to Dr. Rosenwald, Mr. Weiss or related entities under the LTIP lapses upon the occurrence of a corporate transaction (as defined in the LTIP) if the eligible employee is in service on the date of the corporate transaction, or upon a termination of service other than a voluntary separation. 103 Table of Contents Clawback Policy ​ Pursuant to Nasdaq listing requirements, we have adopted a policy providing for the recovery of erroneously awarded incentive-based compensation received by our executive officers or the executive officers of one of our subsidiaries during an applicable recovery period (the “Clawback Policy”). Under the Clawback Policy, in the event that financial results upon which a cash or equity-based incentive award was based becomes the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the Compensation Committee will conduct a review of awards covered by the Clawback Policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate award reflects the financial results as restated. The Clawback Policy covers any cash or equity-based incentive compensation award that was paid, earned or granted to covered executive officers during the last completed three fiscal years immediately preceding the date on which we are required to prepare the accounting restatement. ​ Timing of Equity Awards ​ While we have no set policy or practice regarding the timing of stock option awards or similar instruments in relation to the disclosure of material nonpublic information, we do not time the release of material information to affect the value of stock options. In general, the timing of stock option awards is dictated by the event or circumstance giving rise to the award and the schedules of the directors responsible for approving the award. In 2024, options were not issued to our named executive officers during the period beginning four business days before and ending one business day after the filing of a Form 10-Q, Form 10-K or Form 8-K that discloses material nonpublic information. If, in the future, a stock option grant is made at a time that material nonpublic information exists, the directors approving the award would be responsible for considering the anticipated effect of that information on our stock price and would take such effect into account when sizing and pricing the award . ​ Director Compensation Non-employee directors are compensated pursuant to the Company’s Non-Employee Director Compensation Policy and each non-employee director is eligible to receive a board fee of $30,000 annually, payable in quarterly installments. Audit Committee members are eligible to receive an additional committee fee of $7,500 annually, payable in quarterly installments, and the chair of the Audit Committee is eligible to receive an additional Audit Committee chair fee of $55,000 annually, payable in quarterly installments. Compensation Committee, Nominating and Governance Committee, and Strategic Transaction Committee members are each eligible to receive an additional committee fee of $5,000 annually, payable in quarterly installments, and chairs of each of those committees are eligible to receive a committee chair fee of $10,000 annually, payable in quarterly installments. Non-employee directors may also receive stock options, restricted stock, or a restricted stock unit grant for shares of the Company’s common stock upon appointment and on an annual basis thereafter. Simiarly, Strategic Transaction Committee members may also receive an additional equity award upon appointment to that committee and on an annual basis thereafter. On January 1, 2024, all non-employee directors received $10,000 worth of restricted stock and Strategic Transaction Committee members each received an additional $10,000 worth of restricted stock, with the number of shares determined in each case based on the closing price of our common stock on the last trading day prior to the grant date, and in each case vesting in three equal installments on January 1 of 2025, 2026 and 2027. Beginning on January 1, 2025, non-employee directors are also eligible to receive, on an annual basis on each January 1, a number of shares of the Company’s common stock equal to $100,000 divided by the closing price of the Company’s common stock on the final trading day of the previous calendar year, with such shares vesting in three (3) equal tranches on each of the first three (3) anniversaries of the grant date. Non-Qualified Deferred Compensation On March 12, 2015, the Compensation Committee of the Board approved the Deferred Compensation Plan for Directors (the “Plan”) for non-employee directors (“Participants”). The Plan is administered by the Compensation Committee. 104 Table of Contents Pursuant to the Plan, a Participant can defer all or a portion of such Participant’s unearned annual fees, meeting fees and committee fees, including restricted stock and restricted stock units. Deferred cash compensation will be converted into a number of stock units, determined based upon the closing price of the Company’s common stock on the date such fees would otherwise have been payable and placed into the Participant’s deferred compensation account (“Account”). Deferred restricted stock unit grants will be converted on a share-for-share basis on the date such restricted stock units would otherwise have been payable and placed into the Participant’s Account. On the tenth business day of January of the year following the Participant’s separation from service on the Board due to resignation, removal, failure to be re-elected or retirement, the amount of deferred compensation in the Participant’s Account will be distributed to the Participant in a lump sum payment of a number of shares of the Company’s common stock under the Plan equal to the number of whole stock units in the Account and cash in lieu of any fractional shares. Distributions from the Account may be accelerated in the event of the Participant’s death or upon a corporate transaction (as defined in the Plan). Director Compensation Table The following table and related footnotes show the compensation paid to or accrued for the benefit of the Company’s non-employee directors in the fiscal year ended December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fees Earned Stock ​ ​ ​ ​ or Paid in ​ Awards (2) ​ Total Name Cash (1) ($) ($) ($) Jimmie Harvey, Jr., M.D. ​ $ 47,500 ​ $ 20,065 (3) $ 67,565 ​ Malcolm Hoenlein ​ 35,000 ​ 10,032 (3) 45,032 ​ Dov Klein, CPA ​ 100,000 ​ 20,065 (4) 120,065 ​ J. Jay Lobell ​ 67,500 ​ 20,065 87,565 ​ Kevin L. Lorenz, J.D. ​ 30,000 ​ 10,032 40,032 ​ Lucy Lu, M.D. ​ ​ 30,000 ​ ​ 10,032 (3) ​ 40,032 ​ Eric K. Rowinsky, M.D ​ 17,500 ​ 20,065 (3) 37,565 ​ (1) Represents director and committee fees earned in 2024. (2) Amounts listed represent the aggregate fair value amount computed as of the grant date of each award during 2024 in accordance with FASB ASC Topic 718, as described in Note 13. (3) In 2024, Drs. Harvey, Rowinsky, Lu and Mr. Hoenlein elected to defer 100% of the value of their stock awards. This amount was credited to each of their deferred compensation accounts, respectively. (4) In 2024, Mr. Klein elected to defer 80% of the value of his stock award. This amount was credited to his deferred compensation account. (5) In 2024, Dr. Rowinsky earned a prorated portion of his director compensation fees through May 23, 2024, as he did not stand for reelection. At December 31, 2024, the aggregate number of restricted stock, restricted stock units ("RSUs"), and options issued to each non-employee director that remains unvested was as follows: Dr. Harvey, 13,332 restricted stock awards (“RSAs”); Mr. Hoenlein, 6,666 RSAs, Mr. Klein, 13,332 RSAs; Mr. Lobell, 13,332 RSAs; Mr. Lorenz, 6,666 RSAs, and Dr. Lu, 6,666 RSAs. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance Under Equity Compensation Plans ​ Our equity compensation plans consist of the Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan, the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended, and the Fortress Biotech, Inc. Long Term Incentive Plan, all of which were approved by our stockholders. We do not have any equity compensation plans or arrangements that have not been approved by our stockholders. 105 Table of Contents The following table contains information about our equity compensation plans as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Number of ​ ​ ​ ​ Securities ​ ​ Securities to be ​ ​ ​ ​ Remaining ​ ​ Issued Upon ​ ​ ​ ​ Available for ​ ​ Exercise of ​ Weighted- ​ Future Issuance ​ ​ Outstanding ​ Average Exercise ​ Under Equity ​ ​ Options, ​ Price of ​ Compensation ​ ​ Restricted ​ Outstanding ​ Plans (Excluding ​ ​ Stock Units, ​ Options, ​ Securities ​ ​ Warrants and ​ Warrants and ​ Reflected in Plan Category Rights (a) (1) Rights (2) Column(a)) (3) ​ Equity compensation plan approved by shareholders 3,718,186 ​ $ $ 1.78 9,003,196 ​ Equity compensation plan not approved by shareholders — ​ — — ​ Total 3,718,186 ​ $ 1.78 9,003,196 ​ ​ (1) Includes 558,896 stock options, 176,660 deferred shares of restricted stock, 1,609,964 restricted stock units, and 1,372,666 deferred restricted stock units. (2) Restrcted Stock Units are not included in calculation of weighted-average exercise price, as they do not have an exercise price. (3) Includes 8,003,399 shares available in the Fortress Biotech, Inc. 2013 Stock Incentive Plan and 999,797 shares under the Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan. Stock Ownership of Our Directors, Executive Officers, and 5% Beneficial Owners The following table shows information, as of March 27, 2025, concerning the beneficial ownership of our common stock by: ● each person we know to be the beneficial owner of more than 5% of our common stock; ● each of our current directors; ● each of our Named Executive Officers (“NEOs”); and ● all current directors and NEOs as a group. As of March 27, 2025, there were 29,533,840 shares of our common stock outstanding. In order to calculate a specific stockholder’s percentage of beneficial ownership, we include in that stockholder’s calculation those shares underlying options, warrants, or restricted stock units beneficially owned by that stockholder that are vested or that will vest within 60 days of the Record Date. Shares of restricted stock are deemed to be outstanding. Options, warrants, or restricted stock units held by other stockholders that are not attributed to the named beneficial owner are disregarded in this calculation. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares of our common stock. Unless we have indicated otherwise, each person named in the table below has sole voting power and investment power for the shares listed opposite such person’s name, except to the extent authority is shared by spouses under community property laws. ​ 106 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Under ​ ​ ​ ​ ​ ​ ​ ​ Exercisable ​ ​ ​ ​ ​ ​ ​ ​ ​ Options, Warrants ​ ​ ​ ​ ​ ​ Shares of ​ and Restricted ​ Total Shares ​ Percentage ​ ​ Common Stock ​ Stock ​ Beneficially ​ Beneficially Name of Beneficial Owner Owned Units (1) Owned Owned Lindsay A. Rosenwald, M.D. (2) 4,111,417 ​ 2,332,840 6,444,257 20.2 % Michael S. Weiss (3) 1,801,138 147,058 1,948,196 6.6 % J. Jay Lobell 165,075 1,666 166,741 * % David Jin 10,893 164,375 175,268 * % Jimmie Harvey, Jr., M.D. 3,339 61,660 64,999 * % Dov Klein, CPA 27,438 47,987 75,425 * % Malcolm Hoenlein 42,750 29,997 72,747 * % Kevin L. Lorenz, J.D. 73,687 — 73,687 * % Lucy Lu, M.D. ​ 5,224 3,333 8,557 * % All current executive officers (including NEOs) and directors as a group (9 persons) 6,240,961 2,788,916 9,029,877 27.9 % ​ * Less than 1% (1) Includes options exercisable and restricted stock units vesting within 60 days of March 27, 2025. (2) Includes 4,050,495 shares held directly by Dr. Rosenwald, 11,398 shares held by Capretti Grandi LLC, and 49,524 shares held by PAB Merger LLC and 1,567,515 shares underlying warrants that are currently exercisable. Dr. Rosenwald has voting and dispositive control over the shares held by Capretti Grandi LLC and PAB Merger LLC. Does not include 96,919 shares of common stock held by trusts established for the benefit of Dr. Rosenwald’s family, over which Dr. Rosenwald does not have any voting or dispositive control. Includes 2,332,840 shares underlying warrants that are currently exercisable (3) Includes 147,058 shares underlying warrants that are currently exercisable. (4) Includes 164,375 deferred restricted stock units. ​ Item 13. Certain Relationship s and Related Transactions, and Director Independence Related-Person Transactions Since January 1, 2024, the Company has not been a party to any transaction in which the amount involved exceeded or will exceed $120,000, and in which any of its directors, named executive officers or beneficial owners of more than 5% of the Company’s capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than as set forth below and other than compensation, termination, and change-in-control arrangements, all of which are described under — “ Item 11. Executive Compensation” above. The written charter of the Audit Committee authorizes, and the Nasdaq Stock Market listing rules require, the Audit Committee to review and approve related-party transactions. In reviewing related-party transactions, the Audit Committee applies the basic standard that transactions with affiliates should be made on terms no less favorable to the Company than could have been obtained from unaffiliated parties. Therefore, the Audit Committee reviews the benefits of the transactions, terms of the transactions and the terms available from unrelated third parties, as applicable. All transactions other than compensatory arrangements between the Company and its officers, directors, principal stockholders and their affiliates will be approved by the Audit Committee or a majority of the disinterested directors, and will continue to be on terms no less favorable to the Company than could be obtained from unaffiliated third parties. 107 Table of Contents Other Related Parties The Company’s Chairman, President and Chief Executive Officer, individually and through certain trusts over which he has voting and dispositive control, beneficially owned approximately 21.5% and 17.2% of the Company’s issued and outstanding Common Stock as of December 31, 2024 and 2023, respectively. The Company’s Executive Vice Chairman, Strategic Development individually owned approximately 5.4% and 7.5% of the Company’s issued and outstanding Common Stock at December 31, 2024 and 2023, respectively. Avenue September 2023 Private Placement In September 2023, Avenue entered into an arrangement with Fortress and Dr. Rosenwald, the Company’s Chairman, President and Chief Executive Officer and a director on the board of directors of Avenue, pursuant to which Avenue agreed to issue and sell 767,085 shares of Avenue’s common stock, par value $0.0001 per share, for an aggregate purchase price of approximately $550,000 in a private placement transaction, in compliance with Nasdaq Listing Rule 5365(c). Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors Joshua Rosenwald, son of Dr. Lindsay Rosenwald, our Chairman, President and Chief Executive Officer, was employed by Fortress as a Director of Strategy to work on corporate strategy matters. During the year ended December 31, 2023, Mr. Joshua Rosenwald received total compensation of approximately $160,000 and left the Company in November 2023 to pursue other opportunities. Shared Services Agreement with TGTX In July 2015, TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is the Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. In connection with the shared services agreement, the Company invoiced TGTX $0.9 million and $0.4 million, and received payments of $0.9 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, there was approximately $36,000 due from TGTX related to this arrangement. Desk Share Agreement with TGTX The desk share agreement between the Company and TGTX (the “Desk Share Agreement”), as amended, requires TGTX to pay 65% of the average annual rent of the Company’s New York, NY office space. Additionally, the Company has reserved the right to execute desk share agreements with other third parties and those arrangements will affect the cost of the lease actually borne by the Company. Each initial desk share agreement has a term of five years. In connection with the Company’s Desk Share Agreement for the New York, NY office space, for the years ended December 31, 2024 and 2023, the Company paid $2.9 million and $2.8 million in rent, respectively, and invoiced TGTX approximately $1.7 million and $1.8 million respectively, for its prorated share of the rent base. At December 31, 2023, there were no amounts due from TGTX related to this arrangement. Shared Services Agreement with Journey In November 2021, Journey and the Company entered into an arrangement to share the cost of certain legal, finance, regulatory, and research and development employees. The Company’s Executive Chairman and Chief Executive Officer is the Executive Chairman of Journey. Under the terms of the arrangement, Journey began reimbursing the Company for the salary and benefit costs associated with these employees based upon actual hours worked on Journey related projects following the completion of their initial public offering in November 2021. In addition, Journey reimburses the Company for various payroll-related costs and selling, general and administrative costs incurred by Fortress for the benefit of Journey. For the years ended December 31, 2024 and 2023, the Company’s employees have provided services to Journey totaling approximately $38,000 and $0.1 million, respectively. At December 31, 2024, approximately $0.6 million is due from Journey, primarily related to reimbursable expenses incurred by Fortress on behalf of Journey. 108 Table of Contents Founders Agreement and Management Services Agreement The Company has entered into founders agreements (the “Founders Agreements”) with each of the Fortress partner companies and subsidiaries listed in the table below. Pursuant to each Founders Agreement, in exchange for the time and capital expended in the formation of each partner company/subsidiary and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, Fortress will loan each such partner company/subsidiary an amount representing the up-front fee required to acquire assets. Each Founders Agreement has a term of 15 years, which upon expiration automatically renews for successive one-year periods unless terminated by the Company or upon a Change in Control (as defined in the Founders Agreement) occurs. In connection with each Founders Agreement the Company received a number of either Class A Preferred shares or Class A Common Stock. The Class A Preferred Stock or Class A Common Stock (such stock, the “Founders Stock”) is identical to common stock other than as to voting rights, conversion rights and the Payment-in-Kind (“PIK”) Dividend right (as described below). Each share of Founders Stock is entitled to vote the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of outstanding common stock and (B) the whole shares of common stock into which the shares of outstanding Founders Stock are convertible and the denominator of which is the number of shares of outstanding Founders Stock. Thus, the Founders Stock will at all times constitute a voting majority. Each share of Founders Stock is convertible, at the holder’s option, into one fully paid and nonassessable share of common stock of such partner company/subsidiary, subject to certain adjustments. The holders of Founders Stock, as a class, are entitled receive on each effective date or “Trigger Date” (defined as the date that the Company first acquired, whether by license or otherwise, ownership rights to a product) of each agreement (each a “PIK Dividend Payment Date”) and on each anniversary date of such date until the date all outstanding Founders Stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of such partner company or subsidiary’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. The Company has reached agreements with several of the partner companies and subsidiaries to change the PIK Dividend Interest Payment Date to January 1 of each year - a change that has not and will not result in the issuance of any additional partner company/subsidiary common stock beyond that amount to which the Company would otherwise be entitled absent such change(s). The Company owns 100% of the Founders Stock of each partner company/subsidiary that has a Founders Agreement with the Company. As additional consideration under the Founders Agreement, each partner company and subsidiary with which the Company has entered into a Founders Agreement will also: (i) pay an equity fee in shares of the common stock of such partner company/subsidiary, payable within five (5) business days of the closing of any equity or debt financing for each partner company/subsidiary or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in such partner company or subsidiary’s voting equity, equal to two and one-half (2.5%) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent (4.5%) of such partner company or subsidiary’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a Change in Control, each such partner company/subsidiary will pay a one-time change in control fee equal to five (5x) times the product of (A) net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%). In the case of Urica, however, the obligation to pay Fortress royalties under the Founders Agreement survives any such Change in Control. 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 (the “Exchange Agreements”) and the partner companies’/subsidiaries’ certificates of incorporation. ​ 109 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 % Common Stock Cellvation ​ October 31, 2016 2.5 % Common Stock Checkpoint ​ March 17, 2015 - % 2 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 3 ​ 2.5 % Common Stock Urica ​ November 7, 2017 3 2.5 % Common Stock ​ (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. (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. Under the support agreement signed by the Company in connection with Checkpoint’s pending merger with Sun Pharma, the Company also agreed to forgo any further payment, dividend or distribution, or issuance or transfer of securities by Checkpoint on or after the date of the support agreement under the Founders Agreement. (3) Represents the Trigger Date, the date that the Fortress partner company first acquires, whether by license or otherwise, ownership rights in a product. Equity Fees and PIK Dividends The following table summarizes, by subsidiary, the value of 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, 2024 and 2023 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PIK Dividend ​ Year Ended December 31, Partner company Date 2024 2023 Avenue ​ January 1 ​ ​ 410 ​ ​ 444 Cellvation October 31 ​ 10 ​ 10 Checkpoint January 1 ​ 8,633 ​ 4,370 Cyprium January 1 ​ 291 ​ 304 Helocyte January 1 ​ 39 ​ 120 Mustang January 1 ​ 940 ​ 591 Oncogenuity May 8 ​ 9 ​ 9 Urica ​ November 25 ​ ​ 514 ​ ​ 502 Fortress ​ ​ ​ (10,846) ​ (6,350) Total ​ ​ ​ $ — ​ $ — ​ 110 Table of Contents Management Services Agreements The Company has entered into Management Services Agreements (the “MSAs”) with certain of its partner companies and subsidiaries. Pursuant to each MSA, the Company’s management and personnel provide advisory, consulting and strategic services to each partner company/subsidiary that has entered into an MSA with Fortress for a period of five years (with such term automatically extending for additional five-year periods unless terminated by Fortress or the applicable partner company/subsidiary at least 90 days prior to any such initial or additional term). Such services may include, without limitation, (i) advice and assistance concerning any and all aspects of each such company’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of each such company with accountants, attorneys, financial advisors and other professionals. Each such partner company/subsidiary is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, such companies are not obligated to take or act upon any advice rendered from Fortress, and Fortress shall not be liable to any such partner company/subsidiary for its actions or inactions based upon Fortress’ advice. Fortress and its affiliates, including all members of Fortress’ Board of Directors, have been contractually exempted from fiduciary duties to each such partner company/subsidiary relating to corporate opportunities. 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 2024 ​ 2023 Avenue 1 ​ February 17, 2015 ​ 250 ​ 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 ​ 500 ​ 500 ​ Oncogenuity ​ February 10, 2017 ​ ​ 500 ​ ​ 500 ​ Urica ​ November 7, 2017 ​ ​ 500 ​ ​ 500 ​ Fortress ​ ​ ​ (3,750) ​ (4,000) ​ Consolidated (Income)/Expense ​ ​ ​ $ — ​ $ — ​ ​ (1) On November 13, 2024, the Company entered into a Subscription and Forgiveness Agreement with Avenue, whereby the Company agreed to convert 50% of a total of $0.5 million owed by Avenue under the MSA into newly issued common stock of Avenue and forgive the remaining 50% of the accrued balance. Therefore, Avenue issued a total of 122,850 shares to the Company based on the closing price of $2.035 on the day prior to the execution of the agreement . ​ Fees and Stock Grants Received by Fortress Fees recorded in connection with Fortress’ agreements with its subsidiaries and partner companies are eliminated in consolidation. These include management services fees, issuance of common shares of partner companies in connection with third party raises and annual stock dividend or issuances on the anniversary date of respective Founders Agreements. Item 14. Principal Accounting Fees and Services During the year ended December 31, 2024, KPMG LLP audited the consolidated financial statements of the Registrant and its subsidiaries. 111 Table of Contents Audit Fees For the fiscal year ended December 31, 2024 we were billed approximately $3,785,420 by KPMG in fees for the professional services rendered in connection with the audits of our annual financial statements included in our Annual Report on Form 10-K for the 2024 fiscal year, the review of our financial statements included in our Quarterly Reports on Form 10-Q for 2024, and other services provided in connection with registration statements. In 2024, included in these fees for KPMG is $2,756,520 related to stand-alone audits and filings of certain of the Company’s partner companies and subsidiaries. For the fiscal year ended December 31, 2023 we were billed approximately $3,292,500 by KPMG in fees for the professional services rendered in connection with the audits of our annual financial statements included in our Annual Report on Form 10-K for the 2023 fiscal year, the review of our financial statements included in our Quarterly Reports on Form 10-Q for 2023, and other services provided in connection with registration statements. In 2023, included in these fees for KPMG is $2,405,500 related to stand-alone audits and filings of certain of the Company’s partner companies and subsidiaries. Audit- Related Fees During the fiscal years ended December 31, 2024 and 2023, we incurred no costs from KPMG for audit-related services reasonably related to the performance of the audits and reviews for the respective fiscal years. Tax Fees During the fiscal years ended December 31, 2024 and 2023 we were billed approximately $55,229 and $65,916, respectively, from KPMG for fees for professional services rendered for tax compliance, tax advice, and tax planning services for certain of the Company’s partner companies. All Other Fees During the fiscal years ended December 31, 2024 and 2023 we incurred no costs from KPMG for other accounting fees not related directly to the audit for the respective fiscal years. During the fiscal year ended December 31, 2024, certain of the Company’s partner companies and subsidiaries incurred $25,000 from BDO for other accounting fees not directly related to the audit for the respective fiscal year. Pre-Approval of Services Our Audit Committee has established a policy setting forth the procedures under which services provided by our independent registered public accounting firm will be pre-approved by our Audit Committee. The potential services that might be provided by our independent registered public accounting firm fall into two categories: ● Services that are permitted, including the audit of our annual financial statements, the review of our quarterly financial statements, comfort letters, related attestations, benefit plan audits and similar audit reports, financial and other due diligence on acquisitions, and federal, state, and non-US tax services; ​ ● Services that may be permitted, subject to individual pre-approval, including compliance and internal-control reviews, indirect tax services such as transfer pricing and customs and duties, and forensic auditing; and ● Services that our independent registered public accounting firm may not provide include such services as bookkeeping, certain human resources services, internal audit outsourcing, and investment or investment banking advice. All proposed engagements of our independent registered public accounting firm, whether for audit services or permissible non-audit services, are pre-approved by the Audit Committee. We jointly prepare a schedule with our independent registered public accounting firm that outlines services which we reasonably expect we will need from our independent 112 Table of Contents registered public accounting firm and categorize them according to the classifications described above. Each service identified is reviewed and approved or rejected by the Audit Committee. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statements. The following financial statements are filed as part of this report: Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY; PCAOB No.: 185) F-2 ​ ​ Consolidated Balance Sheets F-4 ​ ​ Consolidated Statements of Operations F-5 ​ ​ Consolidated Statements of Changes in Stockholders’ Equity F-6 ​ ​ Consolidated Statements of Cash Flows F-8 ​ ​ Notes to the Consolidated Financial Statements F-10 – F-63 ​ ​ 113 Table of Contents (b) Exhibits. ​ Exhibit ​ Number Exhibit Title 3.1 ​ Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. (formerly Coronado Biosciences, Inc.) dated April 21, 2010 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10 (file No. 000-54463) filed with the SEC on July 15, 2011). ​ 3.2 ​ First Certificate of Amendment to Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. dated May 20, 2011 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 10 (file No. 000-54463) filed with SEC on July 15, 2011) . ​ 3.3 ​ Second Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, of Fortress Biotech, Inc. dated October 1, 2013 (incorporated by reference to Exhibit 3.8 of the Registrant’s Annual Report on Form 10-K (file No. 001-35366) filed with the SEC on March 14, 2014) . ​ ​ ​ 3.4 ​ Third Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, of Fortress Biotech, Inc. dated April 22, 2015 (incorporated by reference to Exhibit 3.9 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on April 27, 2015) . ​ ​ ​ 3.5 ​ Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. dated June 18, 2020 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 19, 2020). ​ ​ ​ 3.6 ​ Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. dated June 23, 2021 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 23, 2021). ​ ​ ​ 3.7 ​ Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. dated July 8, 2022, (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on July 11, 2022). ​ ​ ​ 3.8 ​ ​ Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. dated October 9, 2023 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on October 10, 2023). ​ ​ ​ 3.9 ​ Fourth Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 25, 2024. ​ ​ ​ 4.1 ​ Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10 (file No. 000-54463) filed with the SEC on July 15, 2011) . ​ 4.2 ​ Certificate of Designation of Rights and Preferences of the Fortress Biotech, Inc. 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on November 7, 2017) . ​ 4.3 ​ Certificate of Amendment to the Certificate of Designations of Rights and Preferences of the Fortress Biotech, Inc. 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock under the Amended and Restated Certificate of Incorporation of Fortress Biotech, Inc. dated June 18, 2020 (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 19, 2020). ​ ​ ​ 4.4 ​ Description of Securities of Fortress Biotech, Inc.* ​ ​ ​ 4.5 ​ Form of Amended and Restated Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 16, 2023). 114 Table of Contents ​ Exhibit ​ Number Exhibit Title ​ ​ ​ 4.6 ​ Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on November 14, 2023). ​ ​ ​ 4.7 ​ Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on January 3, 2024). ​ ​ ​ 4.8 ​ Form of Warrant issued to certain affiliates of Oaktree Fund Administration, LLC on July 25, 2024 (incorporated by reference to Exhibit 4.8 of the Registrant’s Registration Statement on Form S-1 (Reg. No. 33-282384) filed with the SEC on September 27, 2024). ​ ​ ​ 4.9 ​ Form of PIPE Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on September 23, 2024). ​ ​ ​ 10.1 ​ Amended and Restated Consulting Agreement, entered into as of January 1, 2019, by and between the Registrant and Eric Rowinsky (incorporated by reference to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K (file No. 001-35366) filed with the SEC on March 18, 2019). # ​ 10.2 ​ Form of Indemnification Agreement by and between the Registrant and its officers and directors (incorporated by reference to Exhibit 10.25 of the Registrant’s Form 10 (file No. 000-54463) filed with the SEC on August 24, 2011).# ​ 10.3 ​ Restricted Stock Issuance Agreement, dated as of February 20, 2014, by and between the Registrant and Michael S. Weiss (incorporated by reference to Exhibit 10.55 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on February 26, 2014). # ​ 10.4 ​ Restricted Stock Issuance Agreement, dated as of December 19, 2013, by and between the Registrant and Michael S. Weiss (incorporated by reference to Exhibit 10.57 of the Registrant’s Annual Report on Form 10-K (file No. 001-35366) filed with the SEC on March 14, 2014). # ​ 10.5 ​ Restricted Stock Issuance Agreement, dated as of December 19, 2013, by and between the Registrant and Lindsay A. Rosenwald, M.D (incorporated by reference to Exhibit 10.58 of the Registrant’s Annual Report on Form 10-K (file No. 001-35366) filed with the SEC on March 14, 2014). ​ 10.6 ​ Coronado Biosciences, Inc. Deferred Compensation Plan for Directors, dated March 12, 2015 (incorporated by reference to Exhibit 10.67 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on March 18, 2015).# ​ 10.7 ​ Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.38 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 12, 2017).# ​ ​ ​ 10.8 ​ Amendment to Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit A of the Registrant’s Schedule 14A (file No. 001-35366) filed with the SEC on April 30, 2018).# ​ 10.9 ​ Amendment to the Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 23, 2023).# ​ 10.10 ​ Amendment to the Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on May 29, 2024).# ​ ​ ​ 115 Table of Contents ​ Exhibit ​ Number Exhibit Title 10.11 ​ Fortress Biotech, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.39 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 12, 2017).# ​ 10.12 ​ Amendment to the Fortress Biotech, Inc. Amended and Restated Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on May 29, 2024).# ​ 10.13 ​ Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended (incorporated by reference to Appendix A of the Registrant’s Schedule 14-A (file No. 001-35366) filed with the SEC on June 4, 2015).# ​ 10.14 ​ Form of Stock Incentive Plan Award Agreement (Fortress Biotech, Inc. 2013 Stock Incentive Plan) (incorporated by reference to Exhibit 10.60 of the Registrant’s Form S-8 (file No. 333-194588) filed with the SEC on March 14, 2014).# ​ ​ ​ 10.15 ​ Amendment to the Fortress Biotech, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 19, 2020).# ​ 10.16 ​ Amendment to the Fortress Biotech, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 27, 2022).# ​ ​ ​ 10.17 ​ Amendment to the Fortress Biotech, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on June 23, 2023).# ​ ​ ​ 10.18 ​ Amendment to the Fortress Biotech, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on May 29, 2024).# ​ ​ ​ 10.19 ​ Restricted Stock Unit Award Agreement between Fortress Biotech, Inc. and David Jin effective October 26, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on October 28, 2022).# ​ ​ ​ 10.20 ​ Indemnification Agreement between Fortress Biotech, Inc. and Lucy Lu, M.D. dated as of December 14, 2022 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the Sec on December 19, 2022).# ​ ​ ​ 10.21 ​ At Market Issuance Sales Agreement between the Company and Cantor Fitzgerald & Co., Oppenheimer & Co. Inc., H.C. Wainwright & Co., LLC, B. Riley FBR, Inc., and Dawson James Securities, Inc., dated May 29, 2020 (incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on May 29, 2020) . ​ ​ ​ 10.22 ​ Form of Securities Purchase Agreement, dated September 19, 2024, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on September 23, 2024). ​ ​ ​ 10.23 ​ Placement Agent Agreement entered into by and between the Company and the Placement Agent, dated September 19, 2024 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (file No. 001-35366) filed with the SEC on September 23, 2024). ​ 116 Table of Contents ​ Exhibit ​ Number Exhibit Title 10.24 ​ Credit Agreement entered into by and among Fortress Biotech, Inc., the lenders from time to time party thereto, and Oaktree Fund Administration, LLC on July 25, 2024 (incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-1 (Reg. No. 33-282384) filed with the SEC on September 27, 2024). ​ 10.25 ​ Asset Purchase Agreement, dated as of July 15, 2024, between Urica Therapeutics, Inc. and Crystalys Therapeutics, Inc. (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file No. 001-35366) filed with the SEC on November 14, 2024).*** ​ 10.26 ​ Royalty Agreement, dated as of July 15, 2024, between Urica Therapeutics, Inc. and Crystalys Therapeutics, Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (file No. 001-35366) filed with the SEC on November 14, 2024).*** ​ 19.1 ​ Fortress Biotech, Inc. and Subsidiaries Insider Trading Policy.* ​ 21.1 ​ Subsidiaries of the Registrant.* ​ ​ ​ 23.1 ​ Consent Independent Registered Accounting Firm (KPMG LLP, Short Hills, NJ). * ​ 31.1 ​ Certification of Chairman, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* ​ 31.2 ​ Certification of the of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* ​ ​ ​ 32.1 ​ Certification of Chairman, President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** ​ ​ ​ 32.2 ​ Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** ​ 97.1 ​ Clawback Policy of Fortress Biotech, Inc. (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K (file No. 001-35366) filed with the Sec on March 28, 2024). ​ ​ ​ 101.INS ​ Inline XBRL Instance Document.* ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document.* ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document.* ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document.* ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document.* ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document.* ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* # Management contract or compensatory plan. * Filed herewith. **Furnished herewith. 117 Table of Contents ***Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Item 16. Form 10-K Summary None. ​ 118 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ( KPMG LLP , New York, NY ; PCAOB No.: 185 ) F-2 ​ ​ Consolidated Balance Sheets F-4 ​ ​ Consolidated Statements of Operations F-5 ​ ​ Consolidated Statements of Changes in Stockholders’ Equity F-6 ​ ​ Consolidated Statements of Cash Flows F-8 ​ ​ Notes to the Consolidated Financial Statements F-10 – F-63 ​ ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Fortress Biotech, Inc.: ​ 1 Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Fortress Biotech, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates. ​ ​ F-2 Table of Contents Sufficiency of audit evidence over the classification of warrants issued ​ As discussed in Notes 2, 9 and 13 to the consolidated financial statements, the Company issued warrants in 2024 in connection with certain equity offerings, private placements, and the New Oaktree Agreement (the 2024 warrants). These warrants were equity-classified and recorded as a component of additional paid-in capital at the time of issuance. As of December 31, 2024, the Company has $763.6 million of additional paid-in capital. ​ We identified the evaluation of the sufficiency of audit evidence over the classification of the 2024 warrants as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgement because of the volume of the 2024 warrants issued by the Company and certain of its partner companies. This included determining the 2024 warrants on which procedures were performed and the supervision and review of those procedures. ​ The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the classification of the 2024 warrants, including the determination of the 2024 warrants issued by the Company and certain of its partner companies on which procedures were to be performed. For a selection of the 2024 warrants, we evaluated the terms and conditions of the warrant agreements and assessed the appropriateness of management’s interpretation and application of the relevant accounting literature. We assessed the sufficiency of audit evidence obtained related to the classification of the 2024 warrants by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence. ​ ​ ​ ​ ​ ​ ​ /s/ KPMG LLP ​ ​ ​ ​ We have served as the Company’s auditor since 2021. ​ New York, New York March 31, 2025 ​ ​ ​ F-3 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Consolidated Balance Sheets ($ in thousands except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ASSETS ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 57,263 ​ $ 80,927 Accounts receivable, net ​ 10,231 ​ 15,222 Inventory ​ 14,431 ​ 10,206 Other receivables - related party ​ 171 ​ 167 Prepaid expenses and other current assets ​ 7,110 ​ 10,500 Assets held for sale ​ 1,165 ​ — Total current assets ​ 90,371 ​ 117,022 ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 3,260 ​ 6,505 Operating lease right-of-use asset, net ​ 13,861 ​ 16,990 Restricted cash ​ 1,552 ​ 2,438 Intangible assets, net ​ 31,863 ​ 20,287 Other assets ​ 3,316 ​ 4,284 Total assets ​ $ 144,223 ​ $ 167,526 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 65,501 ​ $ 73,562 Income taxes payable ​ ​ 932 ​ ​ 843 Common stock warrant liabilities ​ ​ 214 ​ ​ 886 Operating lease liabilities, short-term ​ 2,623 ​ 2,523 Partner company convertible preferred shares, short-term, net ​ ​ — ​ ​ 3,931 Partner company installment payments - licenses, short-term ​ ​ 625 ​ ​ 3,000 Other current liabilities ​ ​ 1,504 ​ ​ 163 Total current liabilities ​ 71,399 ​ 84,908 ​ ​ ​ ​ ​ ​ ​ Notes payable, long-term, net ​ 57,962 ​ 60,856 Operating lease liabilities, long-term ​ 14,750 ​ 18,282 Other long-term liabilities ​ 1,756 ​ 1,893 Total liabilities ​ ​ 145,867 ​ ​ 165,939 ​ ​ ​ ​ ​ Commitments and contingencies (Note 14) ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 December 31, 2024 and December 31, 2023, respectively, liquidation value of $ 25.00 per share ​ 3 ​ 3 Common stock, $ 0.001 par value, 200,000,000 shares authorized, 27,908,839 and 15,093,053 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively ​ 28 ​ 15 Additional paid-in-capital ​ 763,573 ​ 717,396 Accumulated deficit ​ ( 740,867 ) ​ ( 694,870 ) Total stockholders' equity attributed to the Company ​ 22,737 ​ 22,544 ​ ​ ​ ​ ​ ​ ​ Non-controlling interests ​ ( 24,381 ) ​ ( 20,957 ) Total stockholders' equity (deficit) ​ ( 1,644 ) ​ 1,587 Total liabilities and stockholders' equity (deficit) ​ $ 144,223 ​ $ 167,526 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Consolidated Statements of Operations ($ in thousands except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Revenue ​ ​ Product revenue, net ​ $ 55,134 ​ $ 59,662 ​ Collaboration revenue ​ ​ 1,500 ​ ​ 5,229 ​ Revenue - related party ​ 41 ​ 103 ​ Other revenue ​ ​ 1,000 ​ ​ 19,519 ​ Net revenue ​ 57,675 ​ 84,513 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ Cost of goods - (excluding amortization of acquired intangible assets) ​ 20,879 ​ 22,893 ​ Amortization of acquired intangible assets ​ ​ 3,424 ​ 3,767 ​ Research and development ​ 56,629 ​ 101,747 ​ Research and development - licenses acquired ​ 252 ​ 4,324 ​ Selling, general and administrative ​ 87,731 ​ 90,981 ​ Loss recovery ​ ​ ( 4,553 ) ​ ​ — ​ Asset impairment ​ ​ 3,692 ​ ​ 3,143 ​ Total operating expenses ​ 168,054 ​ 226,855 ​ Loss from operations ​ ( 110,379 ) ​ ( 142,342 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ Interest income ​ 2,683 ​ 3,003 ​ Interest expense and financing fee ​ ( 13,527 ) ​ ( 15,315 ) ​ Gain (loss) on common stock warrant liabilities ​ ( 638 ) ​ 4,424 ​ Other income (expense) ​ ​ 1,318 ​ ​ ( 3,403 ) ​ Total other income (expense) ​ ( 10,164 ) ​ ( 11,291 ) ​ Loss before income tax expense ​ ​ ( 120,543 ) ​ ​ ( 153,633 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ 312 ​ 521 ​ Net loss ​ ( 120,855 ) ​ ( 154,154 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to non-controlling interests ​ 74,858 ​ 93,517 ​ Net loss attributable to Fortress ​ ​ ( 45,997 ) ​ $ ( 60,637 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred A dividends declared and paid and/or cumulated, and Fortress' share of subsidiary deemed dividends ​ ​ ( 9,893 ) ​ ​ ( 8,032 ) ​ Net loss attributable to common stockholders ​ $ ( 55,890 ) ​ $ ( 68,669 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share attributable to common stockholders - basic and diluted ​ $ ( 2.69 ) ​ $ ( 8.47 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding - basic and diluted ​ 20,784,334 ​ 8,110,906 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ F-5 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity ($ in thousands except for share and per share amounts) ​ For the Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Series A Preferred Stock ​ Common Stock ​ Shares ​ Paid-In ​ Accumulated ​ Non-Controlling ​ Stockholders' ($ in thousands except for share amounts) Shares ​ Shares Amount Issuable Capital Deficit Interests Equity Balance at December 31, 2023 3,427,138 ​ $ 3 15,093,053 ​ $ 15 ​ $ — ​ $ 717,396 ​ $ ( 694,870 ) ​ $ ( 20,957 ) ​ $ 1,587 Stock-based compensation expense — ​ — — ​ — ​ — ​ 32,619 ​ — ​ — ​ 32,619 Issuance of common stock related to equity plans — ​ — 582,323 ​ 1 ​ — ​ ( 1 ) ​ — ​ — ​ — Issuance of common stock under ESPP — ​ — 69,482 ​ — ​ — ​ 99 ​ — ​ — ​ 99 Issuance of stock for equity offerings, net ​ — ​ — 8,006,058 ​ 8 ​ — ​ 17,396 ​ — ​ — ​ 17,404 Warrant issued in conjunction with debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,104 ​ ​ ​ ​ ​ ​ ​ ​ 1,104 Issuance of common stock for at-the-market offering, net — ​ — 1,957,331 ​ 2 ​ — ​ 3,732 ​ — ​ — ​ 3,734 Common shares issued for dividend on partner company's convertible preferred shares ​ — ​ — 64,747 ​ — ​ — ​ 114 ​ — ​ — ​ 114 Common shares issued for exchange of partner company's convertible preferred shares ​ — ​ — 2,028,345 ​ 2 ​ — ​ 3,406 ​ — ​ — ​ 3,408 Warrants issued in conjunction with exchange of partner company's convertible preferred shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 341 ​ ​ ​ ​ ​ ​ ​ ​ 341 Preferred A dividends declared and paid — ​ — — ​ — ​ — ​ ( 4,016 ) ​ — ​ — ​ ( 4,016 ) Partner companies’ offerings, net — ​ — ​ ​ — ​ — ​ 28,852 ​ — ​ — ​ 28,852 Partner companies' at-the-market offering, net — ​ — — ​ — ​ — ​ 12,037 ​ — ​ — ​ 12,037 Issuance of common stock under partner company’s ESPP — ​ — — ​ — ​ — ​ 257 ​ — ​ — ​ 257 Partner company’s dividends declared and paid — ​ — — ​ — ​ — ​ ( 694 ) ​ — ​ — ​ ( 694 ) Exercise of warrants for cash — ​ — 107,500 ​ — ​ — ​ 181 ​ — ​ — ​ 181 Exercise of partner company options and warrants for cash, net — ​ — — ​ — ​ — ​ 22,184 ​ — ​ — ​ 22,184 Non-controlling interest in subsidiaries — ​ — — ​ — ​ — ​ ( 71,434 ) ​ — ​ 71,434 ​ — Net loss attributable to non-controlling interest — ​ — — ​ — ​ — ​ — ​ — ​ ( 74,858 ) ​ ( 74,858 ) Net loss attributable to common stockholders — ​ — — ​ — ​ — ​ — ​ ( 45,997 ) ​ — ​ ( 45,997 ) Balance at December 31, 2024 ​ 3,427,138 ​ $ 3 27,908,839 ​ $ 28 ​ $ — ​ $ 763,573 ​ $ ( 740,867 ) ​ $ ( 24,381 ) ​ $ ( 1,644 ) ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ F-6 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity ($ in thousands except for share and per share amounts) ​ ​ For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Series A Preferred Stock ​ Common Stock ​ Shares ​ Paid-In ​ Accumulated ​ Non-Controlling ​ Stockholders' ($ in thousands except for share amounts) Shares ​ Shares Amount Issuable Capital Deficit Interests Equity Balance at December 31, 2022 3,427,138 ​ $ 3 7,366,283 ​ $ 7 ​ $ — ` $ 675,944 ​ $ ( 634,233 ) ​ $ 8,304 ​ $ 50,025 Stock-based compensation expense — ​ — — ​ — ​ — ​ 17,029 ​ — ​ — ​ 17,029 Issuance of common stock related to equity plans — ​ — 224,690 ​ — ​ — ​ — ​ — ​ — ​ — Issuance of stock for public offerings, net ​ — ​ — 6,994,526 ​ 7 ​ — ​ 22,078 ​ — ​ — ​ 22,085 Issuance of common stock for at-the-market offering, net — ​ — 224,003 ​ — ​ — ​ 2,041 ​ — ​ — ​ 2,041 Warrant charge in conjunction with Oaktree debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 272 ​ ​ ​ ​ ​ ​ ​ ​ 272 Common shares issued for dividend on partner company's convertible preferred shares ​ — ​ — 58,551 ​ — ​ — ​ 266 ​ — ​ — ​ 266 Payment of Series A perpetual preferred stock dividends — ​ — — ​ — ​ — ​ ( 8,032 ) ​ — ​ — ​ ( 8,032 ) Exercise of warrants for cash — ​ — 225,000 ​ 1 ​ — ​ 382 ​ — ​ — ​ 383 Partner companies’ proceeds from stock and warrants, net — ​ — ​ ​ — ​ — ​ 59,956 ​ — ​ — ​ 59,956 Partner companies' at-the-market offering, net — ​ — — ​ — ​ — ​ 4,620 ​ — ​ — ​ 4,620 Partner company’s exercise of options for cash — ​ — — ​ — ​ — ​ 121 ​ — ​ — ​ 121 Issuance of common stock under partner company’s ESPP — ​ — — ​ — ​ — ​ 178 ​ — ​ — ​ 178 Partner company’s dividends declared and paid — ​ — — ​ — ​ — ​ ( 736 ) ​ — ​ — ​ ( 736 ) Partner company’s redemption of preferred shares — ​ — — ​ — ​ — ​ ( 400 ) ​ — ​ — ​ ( 400 ) Issuance of partner company’s common shares for research and development expenses — ​ — — ​ — ​ — ​ 1,240 ​ — ​ — ​ 1,240 Deconsolidation/dissolution of partner companies — ​ — — ​ — ​ — ​ — ​ — ​ 6,693 ​ 6,693 Non-controlling interest in subsidiaries — ​ — — ​ — ​ — ​ ( 57,563 ) ​ — ​ 57,563 ​ — Net loss attributable to non-controlling interest — ​ — — ​ — ​ — ​ — ​ — ​ ( 93,517 ) ​ ( 93,517 ) Net loss attributable to common stockholders — ​ — — ​ — ​ — ​ — ​ ( 60,637 ) ​ — ​ ( 60,637 ) Balance at December 31, 2023 ​ 3,427,138 ​ $ 3 15,093,053 ​ $ 15 ​ $ — ​ $ 717,396 ​ $ ( 694,870 ) ​ $ ( 20,957 ) ​ $ 1,587 ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ F-7 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Cash Flows from Operating Activities: ​ ​ Net loss ​ $ ( 120,855 ) ​ $ ( 154,154 ) Reconciliation of net loss to net cash used in operating activities: ​ ​ ​ Depreciation expense ​ 1,040 ​ 2,230 Loss on disposal of property and equipment ​ ​ 29 ​ ​ ( 1,466 ) Bad debt expense ​ ​ 516 ​ 435 Amortization of debt discount ​ 2,054 ​ 3,032 Accretion of partner company convertible preferred shares ​ ( 737 ) ​ 757 Non-cash interest ​ ​ — ​ ​ 353 Loss on extinguishment of debt ​ 2,457 ​ 2,796 Amortization of acquired intangible assets ​ 3,424 ​ 3,767 Reduction in the carrying amount of operating lease right-of-use assets ​ 2,846 ​ 2,078 Stock-based compensation expense ​ 32,619 ​ 17,029 Issuance of partner company’s common shares for research and development expenses ​ — ​ 1,240 Common shares issued for dividend on partner company's convertible preferred shares ​ ​ 114 ​ ​ 266 Change in fair value of partner companies' warrant liabilities ​ 487 ​ ( 4,424 ) Research and development - licenses acquired, expense ​ 250 ​ 3,085 Loss from deconsolidation/dissolution of subsidiaries ​ ​ — ​ ​ 4,127 Asset impairment loss ​ ​ 3,692 ​ ​ 3,143 Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: ​ ​ ​ Accounts receivable ​ 4,475 ​ 12,551 Inventory ​ ( 4,225 ) ​ 3,953 Other receivables - related party ​ ( 4 ) ​ ( 29 ) Prepaid expenses and other current assets ​ ( 624 ) ​ ( 848 ) Other assets ​ 968 ​ ( 808 ) Accounts payable and accrued expenses ​ ( 6,390 ) ​ ( 24,382 ) Income taxes payable ​ ​ 89 ​ ​ 121 Lease liabilities ​ ( 3,620 ) ​ ( 2,291 ) Other long-term liabilities ​ 1,204 ​ ( 786 ) Net cash used in operating activities ​ ( 80,191 ) ​ ( 128,225 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ Acquired intangible assets ​ ( 15,000 ) ​ ( 5,000 ) Purchase of property and equipment ​ — ​ ( 63 ) Proceeds from sale of property and equipment ​ ​ — ​ ​ 6,000 Other ​ ​ — ​ ​ ( 5 ) Purchase of research and development licenses ​ ​ — ​ ​ ( 3,035 ) Net cash used in investing activities ​ ( 15,000 ) ​ ( 2,103 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-8 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 Cash Flows from Financing Activities: ​ ​ Payment of Series A perpetual preferred stock dividends $ ( 4,016 ) $ ( 8,032 ) Proceeds from issuance of common stock for equity offerings, net ​ ​ 17,404 ​ ​ 22,078 Proceeds from issuance of common stock for at-the-market offering, net ​ ​ 3,734 ​ ​ 2,041 Proceeds from issuance of common stock under ESPP ​ ​ 101 ​ ​ — Exercise of warrants for cash ​ ​ 181 ​ ​ 382 Proceeds from partner companies' ESPP ​ ​ 257 ​ 178 Partner company’s dividends declared and paid ​ ​ ( 694 ) ​ ( 736 ) Partner company’s redemption of preferred shares ​ ​ — ​ ​ ( 400 ) Proceeds from partner companies' equity offerings and warrant exercises, net ​ ​ 49,669 ​ ​ 51,637 Proceeds from partner companies' at-the-market offering, net ​ 12,037 ​ 4,620 Proceeds from exercise of partner company's options, net ​ ​ 207 ​ ​ 121 Repayment of Oaktree Note and debt issuance costs ​ ​ ( 51,000 ) ​ ​ — Repayment of partner company installment payments - licenses ​ ​ ( 1,250 ) ​ ​ ( 1,000 ) Proceeds from partner company convertible preferred shares ​ ​ — ​ ​ 854 Stock and warrants issued for exchange of partner company preferred shares ​ ​ 341 ​ ​ — Payment of debt issuance costs associated with partner company convertible preferred shares ​ ​ — ​ ​ ( 210 ) Proceeds from long-term debt, net ​ ​ 33,720 ​ ​ — Proceeds from partner company's long-term debt, net ​ ​ 9,950 ​ ​ 14,529 Repayment of partner companies' long-term debt ​ ​ — ​ ​ ( 50,375 ) Proceeds from partner company's line of credit ​ ​ — ​ ​ 28,000 Repayment of partner company's line of credit ​ ​ — ​ ​ ( 30,948 ) Net cash (used in) provided by financing activities ​ 70,641 ​ 32,739 Net increase (decrease) in cash and cash equivalents and restricted cash ​ ( 24,550 ) ​ ( 97,589 ) Cash and cash equivalents and restricted cash at beginning of period ​ 83,365 ​ 180,954 Cash and cash equivalents and restricted cash at end of period ​ $ 58,815 ​ $ 83,365 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ Cash paid for interest ​ $ 7,159 ​ $ 7,945 Cash paid (refunded) for income taxes ​ $ 120 ​ $ ( 55 ) ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash financing and investing activities: ​ ​ Exchange of partner company convertible preferred shares for common shares ​ $ 3,408 ​ $ — Fair value of assets received by partner company in repurchase transaction ​ $ 2,209 ​ ​ — Fair value of supplies received by partner company expensed to research and development ​ $ 2,509 ​ ​ — Partner company accounts receivable write-off related to repurchase transaction ​ $ ( 6,967 ) ​ ​ — Partner company accounts payable write-off related to repurchase transaction ​ $ 3,644 ​ ​ — Partner company's deferred purchase consideration ​ $ ( 1,295 ) ​ ​ — Unpaid partner company’s offering cost ​ $ — ​ $ 263 Partner company derivative warrant liability associated with partner company convertible preferred shares ​ $ — ​ $ 33 Warrants issued in conjunction with debt ​ $ 1,104 ​ $ — Unpaid debt offering cost ​ $ 118 ​ $ — Unpaid research and development licenses acquired ​ $ 250 ​ $ 50 Lease Liabilities arising from obtaining right-of-use assets ​ $ 188 ​ $ 923 ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-9 Table of Contents FORTRESS BIOTECH, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements 1. Organization and Description of Business Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company focused on acquiring and advancing assets to enhance long-term value for shareholders through product revenue, equity holding and dividend and royalty revenue streams. Fortress works in concert with its extensive network of key opinion leaders to identify and evaluate promising products and product candidates for potential acquisition. The Company has executed such arrangements in partnership with some of the world’s foremost universities, research institutes and pharmaceutical companies, including City of Hope National Medical Center, Fred Hutchinson Cancer Center, Dana-Farber Cancer Institute, Nationwide Children’s Hospital, Columbia University, the University of Pennsylvania, AstraZeneca plc and Dr. Reddy’s Laboratories, Ltd. Following the exclusive license or other acquisition of the intellectual property underpinning a product or product candidate, Fortress leverages its business, scientific, regulatory, legal and finance expertise to help its subsidiaries and partner companies achieve their goals. Partner and subsidiary companies then assess a broad range of strategic arrangements to accelerate and provide additional funding to support research and development, including joint ventures, partnerships, out-licensings, sales transactions, and public and private financings. To date, four partner companies are publicly-traded, and three subsidiaries have consummated strategic partnerships with industry leaders, including AstraZeneca plc as successor-in-interest to Alexion Pharmaceuticals, Inc. (“AstraZeneca”) and Sentynl Therapeutics, Inc. (“Sentynl”). Our subsidiary and partner companies that are pursuing development and/or commercialization of biopharmaceutical products and product candidates are: Checkpoint Therapeutics, Inc. (Nasdaq: CKPT, “Checkpoint”), Journey Medical Corporation (Nasdaq: DERM, “Journey” or “JMC”), Mustang Bio, Inc. (Nasdaq: MBIO, “Mustang”), Avenue Therapeutics, Inc. (OTC: ATXI, “Avenue”), Baergic Bio, Inc. (“Baergic,” a subsidiary of Avenue), Cellvation, Inc. (“Cellvation”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Oncogenuity, Inc. (“Oncogenuity”) and Urica Therapeutics, Inc. (“Urica”). As used throughout this filing, the words “we”, “us” and “our” may refer to Fortress individually, to one or more of its subsidiaries and/or partner companies, or to all such entities as a group, as dictated by context. Generally, “subsidiary” refers to a private Fortress subsidiary, “partner company” refers to a public Fortress subsidiary, and “partner” refers to an entity with whom one of the foregoing parties has a significant business relationship, such as an exclusive license or an ongoing product-related payment obligation. The context in which any such term is used throughout this document, however, may dictate a different construal from the foregoing. Liquidity and Capital Resources Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities, from the sale of subsidiaries/partner companies, and the proceeds from the exercise of warrants. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur losses from operations for the next several years as it continues to develop and commercialize its existing and new product candidates. The Company is also required to comply with the financial covenants in its loan agreement as described in Note 9. Current cash and cash equivalents of $ 20.9 million for Fortress and private subsidiaries primarily funded by Fortress (“Parent Entity”) are considered sufficient to fund the Parent Entity’s operations for at least 12 months following the date of filing of the Company’s Annual Report on 10-K. However, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, sale of partner companies including Checkpoint as discussed in Note 20, grants or other arrangements to develop and prepare regulatory filings and obtain regulatory approvals for the existing and new product candidates, fund operating losses, and, if deemed appropriate, establish or secure through third parties manufacturing for the potential products, sales and marketing capabilities. If such funding is not available or not available on terms acceptable to the Company, the Company’s current development plans and plans for expansion of its general and administrative infrastructure may be curtailed. Fortress also has the ability, subject to F-10 Table of Contents limitations imposed by Rule 144 of the Securities Act of 1933 and other applicable laws and regulations, to raise money from the sale of common stock of the public companies in which it has ownership positions. ​ 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with GAAP. The Company’s consolidated financial statements include the results of the Company’s subsidiaries for which it has voting control but does not own 100 % of the outstanding equity of the subsidiaries. For consolidated entities where the Company owns less than 100 % of the subsidiary, but retains voting control, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss attributable to non-controlling interest, which is based on ownership interests as calculated quarterly for each subsidiary. Reclassification Certain prior period amounts have been reclassified to conform to the current period classification. The Company has historically included amortization of acquired intangible assets within cost of goods sold on the consolidated statement of operations. For the years ended December 31, 2024 and 2023, “Costs of goods sold – product revenue” as presented in the consolidated statement of operations was disaggregated into “Costs of goods sold – (excluding amortization of acquired intangible assets)” and “Amortization of acquired intangible assets”. This presentation has been conformed for all previous periods presented and has no impact on previously reported financial results. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company’s significant estimates include, but are not limited to, provisions for coupons, chargebacks, wholesaler fees, specialty pharmacy discounts, managed care rebates, product returns, inventory realization, valuation of intangible assets, useful lives assigned to long-lived assets and amortizable intangible assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, accrued expenses and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Revenue Recognition The Company records and recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company’s revenues primarily result from contracts with customers, which are generally short-term and have a single performance obligation – the delivery of product. The Company’s performance obligation to deliver products is satisfied at the point in time that the goods are received by the customer, which is when the customer obtains title to and has the risks and rewards of ownership of the products. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Many of the Company’s products sold are subject to a variety of deductions. Revenues are recorded net of provisions for variable consideration, including coupons, chargebacks, wholesaler fees, specialty pharmacy discounts, managed care rebates, product returns, and other deductions customary to the pharmaceutical industry. Accruals for these provisions are presented in the consolidated financial statements as reductions to gross sales in determining net sales and as a contra asset within accounts receivable, net (if settled via credit) and other current liabilities (if paid in cash). Amounts recorded for revenue deductions can result from a series of judgements about future events and uncertainties and can rely on estimates F-11 Table of Contents and assumptions. The following section briefly describes the nature of the Company’s provisions for variable consideration and how such provisions are estimated: Coupons — The Company offers coupons on products for qualified commercially-insured parties with prescription drug co-payments. Such product sales flow through both traditional wholesaler and specialty pharmacy channels. Coupons are processed and redeemed at the time of prescription fulfilment by the pharmacy. The majority of the coupon reserve accrual at the end of the period reflects expected redemptions for product in the distribution channel. The expected accrual reserve requires us to estimate the distribution channel inventory at period end, the expected redemption rates, and the cost per coupon claim that the Company expects to receive. The estimate of product remaining in the distribution channel is comprised of estimated inventory at the wholesaler as well as an estimate at the specialty pharmacies, which the Company estimates based upon historical ordering patterns. The estimated redemption rate is based on historical redemptions as a percentage of units sold. The cost per coupon is based on the coupon rate. Chargebacks and Government Chargebacks — The Company sells a portion of its products indirectly through wholesaler distributors to contracted indirect customers and qualified government healthcare providers. The Company enters into specific agreements with or provides discounts to these indirect customers and entities to establish pricing for the Company’s products, and in turn, the indirect customers and entities independently purchase these products. The Company’s provision for chargebacks is based on expected sell-through levels by the Company’s wholesale customers to the indirect customers and estimated wholesaler inventory levels as well as historical chargeback rates. The Company continually monitors its reserve for chargebacks and adjusts the reserve accordingly when expected chargebacks differ from actual experience. Wholesaler fees — The Company provides allowances to its wholesale customers for sales order management, data, and distribution services. The Company also pays administrative and other fees to certain wholesale customers consistent with pharmaceutical industry practices. The Company records a provision for these fees based on contracted rates. Assumptions used to establish the provision include contract sales volumes and average contract pricing. The Company regularly reviews the information related to these estimates and adjusts the provision accordingly. ​ Specialty Pharmacy Discounts — The Company has in place contractual arrangements with specialty pharmacies and provides for contractually agreed upon discounts. These discounts are recorded at the time of sale based on the customer’s contracted rate and recorded as a reduction of revenue. Managed Care Rebates — The Company is subject to rebates in connection with its agreements with certain contracted commercial payers. The Company estimates its managed care rebates based on the Company’s estimated payer mix and the applicable contractual rebate rate. The Company’s accrual for managed care rebates is based on an estimate of future claims that the Company expects to receive, which considers an estimate for inventory in the distribution channel. The accrual is recognized at the time of sale, resulting in a reduction of gross product revenue. Product Returns — Consistent with industry practice, the Company offers customers a right to return any unused product. The customer’s right of return commences six months prior to product expiration date and ends one year after product expiration date. Products returned for expiration are reimbursed at current wholesale acquisition cost or indirect contract price. The Company estimates the amount of its product sales that may be returned by the Company’s customers and accrues this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company estimates products returns as a percentage of sales to its customers. Collaboration Revenue ​ The Company’s collaboration revenue includes service revenue, license fees and future contingent milestone-based payments. Collaboration revenue is recognized for contracted R&D services performed for its customers over time. The Company measures its progress using an input method based on the effort expended or costs incurred toward the satisfaction of the Company’s performance obligation. The Company estimates the amount of effort to be expended, including the time it will take to complete the activities, or the costs that may be incurred in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that is multiplied by the transaction price to determine the amount of revenue the Company recognizes each period subject to the constraint on F-12 Table of Contents variable consideration. This approach requires the use of estimates and judgement. If the Company’s estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that is recognized in the current and future periods. ​ Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3 : Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Certain of the Company’s working capital assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current liabilities, are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature. The carrying value of our notes payable approximates their fair value as the interest rate is variable and approximates the market rate for loans with similar terms and risk characteristics. Segment Reporting The Company views its operations and manages its business in segments that align with the Company’s public subsidiaries with Fortress being comprised of the parent entity and the private subsidiaries, including intersegment revenue consisting of various fees paid by the subsidiaries to Fortress that are eliminated in consolidation. Each public subsidiary is a biopharmaceutical company focused on acquiring, developing, and commercializing assets in different therapeutic and disease areas. The Company’s chief operating decision maker (“CODM”) is its chief executive officer. The CODM reviews profit and loss information for each segment to assess the performance of the Company and each of its public subsidiaries. The accounting policies of the segments are the same as those described in this Note 2. See Note 18 for segment information. Cash and Cash Equivalents The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2024 and 2023, consisted of cash and certificates of deposit in institutions in the United States. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are currently adequately protected against credit risk. At times, portions of the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed F-13 Table of Contents Federal Deposit Insurance Corporation (“FDIC”) limits, though the Company customarily invests a significant portion of its cash in Insured Cash Sweep (“ICS”) accounts to maximize FDIC insurance coverage across its holdings. As of December 31, 2024, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. The Company’s cash equivalents and investments may comprise money market funds that are invested in U.S. Treasury obligations, corporate debt securities, U.S. Treasury obligations and government agency securities. Property and Equipment Computer equipment, furniture and fixtures and machinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the estimated useful lives or the term of the respective leases. Assets Held for Sale Assets held for sale represent assets that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Long-lived Assets.” As of December 31, 2024, there were $ 1.2 million of lab and cell processing equipment, furniture and fixtures and computer equipment that are recorded as assets held for sale. The effect of suspending depreciation on the assets held for sale is immaterial to the results of operations. The assets held for sale are part of Mustang’s repurchase of assets from uBriGene (Boston) Biosciences, Inc. (“uBriGene”) (see Note 3). Intangible Assets The Company’s finite-lived intangible assets consist of intangible assets acquired by Journey. Intangible assets are reported at cost, less accumulated amortization and impairments. Intangible assets with finite lives are amortized over their estimated useful lives, which represents the estimated life of the product. Amortization is calculated primarily using the straight-line method. During the ordinary course of business, the Company has entered into certain licenses and asset purchase agreements. Potential milestone payments for achieving sales targets or regulatory development milestones are recorded when it is probable of achievement. Upon a milestone being achieved, the milestone payment will be capitalized and amortized over the remaining useful life for approved products and expensed for milestones prior to FDA approval. Royalty payments for approved products are recorded as cost of goods sold as sales are recognized. Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets with finite useful lives, for impairment at least annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable (a “triggering event”). Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the long-lived asset in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. During the year ended December 31, 2024, Mustang recorded an asset impairment charge of $ 3.7 million (see Note 5). During the year ended December 31, 2023, Journey recorded an asset impairment charge of $ 3.1 million (see Note 8). Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of December 31, 2024 and 2023, the Company had $ 1.6 million and $ 2.4 million, respectively, of restricted cash representing F-14 Table of Contents pledges to secure letters of credit in connection with certain office leases and an undertaking posted by Cyprium to secure potential damages in an injunctive proceeding. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows as of the dates presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 Cash and cash equivalents $ 57,263 $ 80,927 Restricted cash ​ 1,552 ​ 2,438 Total cash and cash equivalents and restricted cash ​ $ 58,815 ​ $ 83,365 ​ Inventories The Company’s inventory consists of raw materials, work-in-process and finished goods supporting Journey’s sales of dermatology products. Inventories are recorded at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company periodically reviews the composition of inventory in order to identify excess, obsolete, slow-moving or otherwise non-saleable items taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. If non-saleable items are observed and there are no alternate uses for the inventory, the Company records a write-down to net realizable value in the period that the decline in value is first recognized. The Company’s inventory reserves were $ 0.5 million and $ 0.3 million at December 31, 2024 and 2023, respectively. Accounts Receivable, Net The Company’s accounts receivable consists of amounts due from customers to Journey related to dermatological product sales and have payment terms. For certain customers, the accounts receivable for the customer are net of prompt payment or specialty pharmacy discounts. The Company monitors the financial performance and creditworthiness of its customers so that it can properly assess and respond to changes in their credit profile. The Company reserves against accounts receivable for estimated losses that may arise from a customer’s inability to pay, and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The Company has historically not experienced significant credit losses. The allowance for doubtful accounts was $ 0.6 million and $ 0.5 million at December 31, 2024 and 2023, respectively. Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development , costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. Such licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and has no alternative future use. Accordingly, the total purchase price for the licenses acquired is reflected in research and development – licenses acquired in the Company’s Consolidated Statements of Operations. F-15 Table of Contents Accrued Research and Development Expense The Company records accruals for estimated costs of research, preclinical, clinical and manufacturing development within accrued expenses which are significant components of research and development expenses. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers. Costs incurred under agreements with these third parties are accrued based on estimates of actual work completed in accordance with the respective agreements. Estimated costs are determined through discussions with internal personnel and external service providers as to the progress, or stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. Payments made to third parties under these arrangements in advance of the performance of the related services are recorded as prepaid expenses until the services are rendered. If the actual timing of the performance of services or the level of effort varies from the estimate, accrued expenses or prepaid expenses are adjusted accordingly, which impact research and development expenses. Estimates are not expected to be materially different from amounts actually incurred, understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. Contingencies The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Warrants The Company and its subsidiaries have issued freestanding warrants to purchase shares of common stock in connection with financing activities (see Note 13) and accounts for them in accordance with applicable accounting guidance as either liabilities or as equity instruments depending on the specific terms of the warrant agreements. Warrants classified as liabilities are remeasured each period they are outstanding. Any resulting gain or loss related to the change in the fair value of the warrant liability is recognized in change in fair value of warrant liabilities (see Note 6), a component of other income (loss), in the consolidated statements of operations. ​ Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. Issuance of Debt and Equity Fortress and its partner companies and subsidiaries issue complex financial instruments which include equity and/or debt features. We analyze each instrument under ASC 480, Distinguishing Liabilities from Equity, ASC 815, Derivatives and Hedging and, ASC 470, Debt , in order to establish whether such instruments should be classified as debt or equity in the financial statements, and whether they include any embedded derivatives. F-16 Table of Contents We accounted for the debt with Oaktree with detachable warrants in accordance with ASC 470, Debt , and assessed the classification of the common stock purchase warrants issued in connection with such transactions and determined that such instruments met the criteria for equity classification. The note proceeds were allocated between the Oaktree note and the warrants on a relative fair value basis. The Company recorded the related issue costs and value ascribed to the warrants as a debt discount of the 2024 Oaktree Note (see Note 9). The discount is being amortized utilizing the effective interest method over the term of the 2024 Oaktree Note, which is approximately 15.39 % at December 31, 2024. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeitures, which are recorded upon occurrence. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, as of December 31, 2024 and December 31, 2023, the Company has recorded a liability related to an uncertain tax position of $ 0.9 million and $ 0.8 million, respectively. The 2021 through 2023 tax years are the only periods subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. As of December 31, 2024 and December 31, 2023, the Company accrued interest related to uncertain tax positions of $ 0.2 million and $ 0.1 million, respectively. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. ​ Net Loss Per Common Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing the net loss attributed to Fortress (less the Series A Preferred Dividend declared and paid and/or cumulated, and Fortress’ share of subsidiary deemed dividends) by the weighted-average number of shares of Common Stock outstanding during the period, not including unvested restricted stock, and without consideration for other potentially dilutive securities. Diluted net loss per share is the same as the basic loss per share due to net losses incurred in all periods. Non-Controlling Interests The Company records net loss attributable to non-controlling interests in its consolidated statements of operations and presents non-controlling interests as a component of stockholders’ equity on its consolidated balance sheets. All intercompany income and/or expense items are eliminated entirely in consolidation prior to the allocation of net gain/loss F-17 Table of Contents attributable to non-controlling interest, which is based on a quarterly calculation of ownership interests for each relevant subsidiary. ​ Subsidiary preferred shares and Class A common shares, if issued, are included in the ownership calculation on a 1 :1 basis consistent with how the relevant contractual agreements provide for the allocation and distribution of earnings. These shares, if any, are convertible at Fortress’ election on a 1 :1 basis into common stock (with adjustments for stock splits, if any) and upon conversion would have the same voting rights as the common stock. Only preferred stock and Class A common stock held by Fortress have majority voting rights, which rights would terminate upon conversion into common stock. The Company allocates the subsidiaries’ net loss/income to the non-controlling interest on a quarterly basis, and the calculation of non-controlling interest ownership percentage is determined as the average of the prior quarter and the current quarter’s non-controlling ownership interest. ​ The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of subsidiaries and/or partner companies . ​ Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply ASC 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM. This guidance is effective for fiscal years, beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this new standard for its consolidated financial statements for the year ended December 31, 2024. The Company’s adoption of this guidance resulted in increased disclosures in the notes to the financial statements. ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new standard on its consolidated financial statement disclosures. ​ In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires new financial statement disclosures in tabular format, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update do not change or remove current expense disclosure requirements. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on its financial statement disclosures. ​ 3. Asset Purchase Agreements Mustang Agreements with uBriGene (Boston) Biosciences, Inc. (“uBriGene”) On May 18, 2023, Mustang entered into an Asset Purchase Agreement (the “Original Asset Purchase Agreement”) with uBriGene, pursuant to which Mustang agreed to sell its leasehold interest in its cell processing facility located in Worcester, F-18 Table of Contents Massachusetts (the “Facility”), and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility to uBriGene (the “Transaction”). Mustang and uBriGene subsequently entered into Amendment No. 1 to the Original Asset Purchase Agreement, dated as of June 29, 2023 (“Amendment No. 1”), and Amendment No. 2 to the Original Asset Purchase Agreement, dated as of July 28, 2023 (“Amendment No. 2,” and together with the Original Asset Purchase Agreement and Amendment No. 1, the “Prior Asset Purchase Agreement”). On July 28, 2023, pursuant to the Prior Asset Purchase Agreement, Mustang completed the sale of all of its assets that primarily relate to the manufacturing and production of cell and gene therapies at the Facility (such operations, the “Transferred Operations” and such assets, the “Transferred Assets”) to uBriGene for upfront consideration of $ 6 million cash (the “Base Amount”). The Transferred Assets included all of Mustang’s assets, except for Mustang’s lease and related leasehold improvements of the Facility and contracts that are primarily used in the Transferred Operations. Mustang recorded a gain of $ 1.4 million in connection with the sale of the Transferred Assets and recorded approximately $ 0.3 million of the base consideration as deferred income, that was to be recognized upon the transfer of the lease. In connection with the Prior Asset Purchase Agreement, Mustang and uBriGene submitted a voluntary joint notice to the U.S. Committee on Foreign Investment in the United States (“CFIUS”). Following CFIUS’s review and subsequent investigation of the transactions related to the Prior Asset Purchase Agreement, on May 13, 2024, Mustang, together with uBriGene and CFIUS, executed a National Security Agreement (the “NSA”), pursuant to which Mustang and uBriGene agreed to abandon the transactions related to the Prior Asset Purchase Agreement and the agreements entered into in connection therewith. The NSA obligated uBriGene and Mustang to terminate agreements between the two parties, including the Manufacturing Services Agreement, Quality Services Agreement, and Subcontracting CDMO Agreement. In addition, uBriGene must sell, or otherwise dispose of, the equipment assets purchased within 180 days after the execution of the NSA. June 2024 Repurchase of Assets On June 27, 2024 (the “Effective Date”), Mustang entered into an Asset Purchase Agreement (the “Repurchase Agreement”) with uBriGene, pursuant to which Mustang agreed, subject to the terms and conditions set forth therein, to repurchase the Transferred Assets, primarily lab equipment and supplies (collectively, the “Repurchased Assets”). Pursuant to the terms of the Repurchase Agreement, Mustang and uBriGene also terminated existing manufacturing and services agreements. As consideration for the Repurchase Agreement, Mustang has agreed to pay to uBriGene a total purchase price (the “Purchase Price”) of $ 1.4 million, consisting of (i) an upfront payment of $ 0.1 million due within five ( 5 ) business days of the Effective Date and a (ii) subsequent amount of $ 1.3 million due on the date that is twelve ( 12 ) months after the closing date (the “Deferred Amount”). In the event that as of the original (or any extended) date on which the Deferred Amount is payable, Mustang has, as of the date of the public reporting of its then-most recent quarterly audited or unaudited financial statements, net assets below $ 20 million, then Mustang may, upon written notice to uBriGene, elect to delay its payment obligation of the Deferred Amount by an additional six ( 6 ) months, with no limit on the number of such extensions available to Mustang. Notwithstanding the foregoing, if Mustang has not paid the Deferred Amount in full as of the date that is twelve ( 12 ) months after closing of the Repurchase Agreement, any amounts that remain outstanding will accrue interest at a rate of 5 % per annum beginning on the date that is twelve ( 12 ) months after closing and until the Deferred Amount is paid in full. Additionally, in connection with the termination of the agreements described above under the Repurchase Agreement, Mustang agreed to forgive a net receivable from uBriGene of approximately $ 3.3 million, comprised of outstanding receivables of $ 6.9 million and payables of $ 3.6 million, resulting in total purchase consideration in the Repurchase Transactions of approximately $ 4.7 million. The upfront payment of $ 0.1 million was paid in July 2024, and as of December 31, 2024, the $ 1.3 million Deferred Amount was recorded in Accrued Expenses - Other (see Note 10). ​ Mustang allocated the total purchase consideration of $ 4.7 million to the Repurchased Assets on a relative fair value basis. Mustang used a third-party to perform a valuation of the repurchased equipment, which resulted in a fair value less costs to sell of approximately $ 2.2 million. The remaining purchase consideration of $ 2.5 million was allocated to the supplies repurchased. The supplies repurchased with no alternative future use were recognized as research and development expense in an amount of $ 2.2 million. Repurchased supplies with an alternative future use of $ 0.3 million were also recognized in research and development expense, as Mustang does not have plans to resume operations in the facility, and F-19 Table of Contents it intends to dispose of the supplies in a single transaction with the equipment. Mustang concluded that the disposal group, which includes the repurchased equipment assets and associated supplies with an aggregate value of approximately $ 2.2 million, met the criteria to be classified as held for sale at the date of acquisition. As of December 31, 2024, the disposal group continues to be held for sale at an approximate value of $ 1.2 million (see Note 5). ​ Cyprium Agreement with Sentynl On February 24, 2021, Cyprium entered into a development and asset purchase agreement (the “Sentynl APA”) with Sentynl, a U.S.-based specialty pharmaceutical company owned by the Zydus Group. Under the Sentynl APA, Sentynl provided $ 8.0 million of upfront development funding for Cyprium’s CUTX-101 program, with Cyprium remaining in control of development of such program; upon approval of the NDA for CUTX-101 by the FDA, Cyprium would be obligated to assign the NDA and certain other assets pertaining to the CUTX-101 program to Sentynl, after which point Sentynl would commercialize the drug and owe Cyprium royalties and regulatory and sales milestones. The Sentynl APA contained an alternative “Approval Deadline Transfer” mechanism pursuant to which, in the event that CUTX-101 NDA approval had not been obtained by September 30, 2023, then Sentynl could elect, during the subsequent 45 -day period, to assume control over development of CUTX-101 by effecting a Closing under the Sentynl APA. Cyprium received notice of Sentynl’s election to effect the Approval Deadline Transfer during such 45 -day period, and the Closing of such transfer occurred in December 2023. The Approval Deadline Transfer obligated Sentynl to pay Cyprium $ 4.5 million in connection with the Closing, which was received by Cyprium in December 2023 and recorded as collaboration revenue by Fortress in its consolidated statements of operations for the year ended December 31, 2023. There were no further obligations required by Cyprium in regards to the $ 4.5 million. Following such Closing, Sentynl is obligated to use commercially reasonable efforts to develop and commercialize CUTX-101, including the funding of the same. Additionally, Cyprium remains eligible to receive up to $ 129 million in aggregate development and sales milestones under the Agreement, and royalties on net sales of CUTX-101 as follows: (i) 3 % of annual net sales up to $ 75 million; (ii) 8.75 % of annual net sales between $ 75 million and $ 100 million; and (iii) 12.5 % of annual net sales in excess of $ 100 million. Cyprium will retain 100% ownership over any FDA priority review voucher that may be issued at NDA approval for CUTX-101. With respect to the $ 8.0 million upfront payment from Sentynl received in 2021, the Company recognized revenue over the period in which the development activities occurred using an input method based upon the costs incurred to date in relation to the total estimated costs to complete the development activities. As of the date of the Approval Deadline Transfer, the revenue related to the upfront payment has been fully recognized. For the year ended December 31, 2023, the Company recognized revenue from this arrangement of $ 0.7 million. ​ In December 2024, the NDA for CUTX-101 was accepted by the FDA. The NDA, which has been granted Priority Review, has an assigned Prescription Drug User Fee Act (“PDUFA”) target action date of September 30, 2025. Cyprium received a milestone payment of $ 1.5 million from Sentynl that was due upon NDA acceptance, which was recorded as collaboration revenue by Fortress in its Consolidated Statements of Operations for the year ended December 31, 2024. ​ Urica Therapeutics, Inc. (“Urica”) ​ Agreement with Crystalys Therapeutics, Inc (“Crystalys”) ​ On July 15, 2024, Urica entered into an asset purchase agreement (the “APA”), royalty agreement (the “Royalty Agreement”), and related agreements (collectively, the “Transaction Documents”) with Crystalys, a Delaware corporation incorporated in 2022 and seeded by life sciences institutional investors. Under the Transaction Documents, Urica sold the rights to its URAT1 inhibitor product candidate (see Note 7) in development for the treatment of gout, dotinurad, and related intellectual property, licenses and agreements to Crystalys. In return, Crystalys issued to Urica shares of its common stock equal to 35 % of Crystalys’ outstanding equity. Urica’s equity position cannot be reduced below 15 % of Crystalys’ fully-diluted equity capitalization until it raises $ 150 million in equity securities. F-20 Table of Contents ​ The Transaction Documents also grant Urica a secured three percent ( 3 %) royalty on future net sales of dotinurad to be paid by Crystalys, as well as the right to receive $ 0.6 million cash reimbursement for certain clinical and development costs incurred by Urica related to dotinurad. Urica has the right to appoint one director to the board of directors of Crystalys, as well as an additional board observer. Crystalys is obliged to use commercially reasonable efforts to develop and commercialize dotinurad. ​ The APA also gives Urica the right, but not the obligation, to repurchase the sold assets for a repurchase price not to exceed $ 6.4 million plus accrued interest; in the event that Crystalys has not consummated a qualified financing of at least $ 120 million before January 8, 2026. Urica recorded a liability for the $ 0.6 million received, which will be accreted up to the repurchase price over the term of the repurchase option, and will not recognize an asset for its ownership interest received in Crystalys until the expiration of the repurchase option. Accordingly, for the year ended December 31, 2024, Urica recorded accretion of $ 0.7 million of the repurchase option price, booked to interest expense in the condensed consolidated statement of operations. Aevitas ​ Agreement with 4DMT ​ On April 21, 2023, Aevitas entered into an Asset Purchase Agreement (the “4DMT APA”) with 4DMT under which 4DMT acquired Aevitas’ proprietary rights to its short-form human complement factor H (“sCFH”) asset for the treatment of complement-mediated diseases. Under the terms of the 4DMT APA, 4DMT will make cash payments totaling up to $ 140 million if certain late-stage development, regulatory and sales milestones are met with respect to sCFH. A range of single-digit royalties on net sales are also payable. The aforementioned payments are payable solely to Aevitas, and 4DMT will be responsible for license payment obligations to the licensor of sCFH, University of Pennsylvania. 4DMT is not a related party to the Company and has assumed all ongoing and future development costs. The fair value of the interest in Aevitas retained by the Company of $ 2.6 million was based on the risk-adjusted present value of the aforementioned potential cash payments (see Note 6). ​ In connection with the 4DMT APA, the preferred shares of Aevitas held by the Company converted to Aevitas common shares, at which point the Company no longer maintained voting control of Aevitas. As a result, the Company deconsolidated its holdings in Aevitas. In connection with this transaction, the Company recorded a loss on deconsolidation of Aevitas of $ 3.4 million during the year ended December 31, 2023 in other expense in the Consolidated Statement of Operations. ​ Avenue ​ Agreements with InvaGen In November 2018, Avenue entered into a Stock Purchase and Merger Agreement (the “Avenue SPMA”) with InvaGen Pharmaceuticals Inc. In November 2021, Avenue delivered InvaGen notice of termination of the Avenue SPMA and, in July 2022, Avenue entered into a Share Repurchase Agreement (the “Avenue SRA”) with InvaGen which closed in October 2022. In connection with the closing of the Avenue SRA, Avenue repurchased all the common shares of Avenue held by InvaGen, and all of the rights retained by InvaGen pursuant to the Stockholders Agreement entered into by and among Avenue, InvaGen and Fortress on November 12, 2018, were terminated. Under the Avenue SRA, Avenue agreed to pay InvaGen seven and a half percent ( 7.5 %) of the proceeds from future financings, up to $ 4 million. In connection with funds raised in 2024 and 2023 (see Note 13), Avenue made payments totaling $ 0.7 million and $ 0.5 million, respectively, to InvaGen. F-21 Table of Contents 4. Inventory ​ Inventory consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) 2024 ​ 2023 Raw materials $ 3,196 ​ $ 4,640 Work-in-process 367 ​ 884 Finished goods 11,381 ​ 4,987 Inventory reserve ​ ( 513 ) ​ ​ ( 305 ) Total inventories $ 14,431 ​ $ 10,206 ​ ​ 5. Property and Equipment Fortress’ property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life December 31, ​ December 31, ($ in thousands) ​ (Years) ​ 2024 ​ 2023 Computer equipment ​ 3 ​ $ 595 ​ $ 595 Furniture and fixtures ​ 5 ​ 1,017 ​ 1,017 Leasehold improvements ​ 15 ​ 13,175 ​ 13,175 Buildings ​ ​ 40 ​ ​ 581 ​ ​ 581 Construction in progress ​ N/A ​ — ​ 29 Total property and equipment ​ ​ ​ ​ 15,368 ​ 15,397 Impairment - Leasehold Improvements ​ ​ ​ ​ ​ ( 2,176 ) ​ ​ — Less: Accumulated depreciation ​ ​ ​ ​ ( 9,932 ) ​ ( 8,892 ) Property and equipment, net ​ ​ ​ ​ $ 3,260 ​ $ 6,505 ​ Fortress’ depreciation expense for the years ended December 31, 2024 and 2023 was $ 1.0 million and $ 2.2 million, respectively, and was recorded in research and development, and selling, general and administrative expense in the Consolidated Statements of Operations. ​ Impairment of Long-Lived Assets ​ During the year ended December 31, 2024, Mustang concluded it had a triggering event requiring assessment of impairment for certain leasehold improvements and the related right-of-use asset. Mustang assessed the carrying value of the asset group consisting of the leasehold improvements and right-of-use asset in accordance with ASC 360, given the significant changes to Mustang’s operations, operating cash and the repurchase of equipment. The assessment of the recoverability of the asset group concluded that there was impairment on the carrying value of the asset group of approximately $ 2.6 million, which was allocated on a pro rata basis using the relative carrying amounts of the assets. Approximately $ 2.2 million of the impairment loss was allocated to leasehold improvements, with the remaining $ 0.4 million allocated to the right-of-use asset. At December 31, 2024, Mustang assessed the remaining improvements, right-of-use asset, and property, plant and equipment held for sale for impairment and concluded that the property, plant and equipment held for sale were impaired, based primarily on offers received from third parties. As such, Mustang recorded an additional impairment charge of $ 1.0 million for the property, plant and equipment held for sale. See Note 8 for asset impairment of $ 3.1 million recognized in the year ended December 31, 2023. ​ ​ 6. Fair Value Measurements Fair Value of Aevitas The Company valued its retained investment in Aevitas, which is accounted for as an equity method investment for which the Company elected the fair value option, and estimated the fair value to be $ 2.6 million based on a per share value of $ 0.328 . The following inputs were utilized to derive the value: risk free rate of return of 3.7 %, volatility of 80 % and a discount for lack of marketability of 39.7 %. F-22 Table of Contents ​ Common Stock Warrant Liabilities ​ The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity . For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. ​ ​ ​ ​ ​ ​ ​ Warrants ($ in thousands) liabilities Balance at December 31, 2022 ​ $ 13,869 Avenue common stock warrants ​ ​ 2,235 Urica placement agent warrants ​ ​ 33 Change in fair value of common stock warrants - Avenue ​ ​ ( 4,258 ) Change in fair value of common stock warrants - Checkpoint ​ ​ ( 7,924 ) Change in fair value of placement agent warrants - Urica ​ ​ 52 Exercise of common stock warrants - Checkpoint ​ ​ ( 3,121 ) Balance at December 31, 2023 ​ ​ 886 Change in fair value of common stock warrants - Avenue ​ ​ ( 170 ) Change in fair value of common stock warrants - Checkpoint ​ ​ 73 Change in fair value of placement agent warrants - Urica ​ ​ ( 24 ) Exercise of common stock warrants - Avenue ​ ​ ( 400 ) Exchange of common stock warrants - Urica ​ ​ ( 151 ) Balance at December 31, 2024 ​ $ 214 ​ Checkpoint ​ On December 16, 2022, Checkpoint closed on an offering for the sale of shares of its common stock and pre-funded warrants (the “Checkpoint December 2022 Registered Direct Offering”). The common stock and the pre-funded warrants were sold together with December 2022 Common Stock Warrants. Checkpoint also issued the placement agent warrants to purchase up to 104,046 shares of common stock with an exercise price of $ 5.406 per share (the “December 2022 Placement Agent Warrants”). Checkpoint deemed the December 2022 Common Stock Warrants and December 2022 Placement Agent Warrants to be classified as liabilities on the balance sheet as they contain terms for redemption of the underlying security that are outside its control. The December 2022 Common Warrants and December 2022 Placement Agent Warrants were recorded at the time of closing at a fair value, determined by using the Black-Scholes Model. ​ In October 2023, Checkpoint entered into the October 2023 Inducement with a holder of certain of its existing warrants to exercise for cash an aggregate of 6,325,354 shares of Checkpoint’s common stock at a reduced exercise price of $ 1.76 per share. Included in the exercise were the entirety of the December 2022 Common Stock Warrants. Checkpoint revalued the December 2022 Common Stock Warrants on October 4, 2023, resulting in a fair value of $ 3.1 million. Checkpoint also revalued the December 2022 Common Stock Warrants and December 2022 Placement Agent Warrants at each reporting period in 2023, and the decrease in the fair value of the common stock warrant liability throughout the year resulted in an offsetting gain on common stock warrant liabilities in the Statements of Operations. Since the December 2022 Placement Agent Warrants issued in the December 2022 Registered Direct Offering were not included in the October 2023 Inducement and have not been exercised, they will continue to be revalued at each reporting period for as long as F-23 Table of Contents they remain outstanding. Checkpoint revalued the warrants at December 31, 2024 and 2023, resulting in a fair value of approximately $ 0.2 million and $ 0.1 million, respectively. ​ ​ ​ ​ ​ ​ ​ Checkpoint ​ ​ Warrant ($ in thousands) ​ Liability Common Stock Warrant liabilities at December 31, 2022 ​ $ 11,170 Change in fair value of common stock warrant liabilities ​ ​ ( 7,924 ) Exercise of common stock warrants ​ ​ ( 3,121 ) Common Stock Warrant liabilities at December 31, 2023 ​ ​ 125 Change in fair value of common stock warrant liabilities ​ ​ 73 Common Stock Warrant liabilities at December 31, 2024 ​ $ 198 ​ A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ Checkpoint Warrants ​ 2024 ​ 2023 ​ ​ Exercise price ​ $ 5.41 ​ $ 5.41 ​ ​ Volatility ​ ​ 111.1 % ​ 96.4 % ​ Expected life in years ​ ​ 3.0 ​ ​ 4.0 ​ ​ Risk-free rate ​ ​ 4.3 % ​ 3.8 % ​ ​ Avenue ​ Avenue issued freestanding warrants to purchase shares of its common stock in connection with financing activities in October 2022 (the “October 2022 Warrants”) and January 2023 (the “January 2023 Warrants”, collectively the “Avenue Warrants”). The Avenue Warrants are classified as liabilities on the balance sheet as they contain terms for redemption of the underlying security that are outside of its control. In connection with the Avenue January 2023 Registered Direct Offering (see Note 13) in January 2023, the down-round price protection feature was triggered and the exercise price for the October 2022 Warrants was permanently adjusted to $ 116.25 , which was the offering price for the Avenue Registered Offering in January 2023. The Black-Scholes model was used to value the October 2022 Warrants and January 2023 Warrants as of December 31, 2024 and 2023. For the years ended December 31, 2024 and 2023, the decrease in the fair value of the Avenue Warrants resulted in a decrease in common stock warrant liabilities of $ 0.2 million and $ 4.3 million, respectively, with an offsetting gain recorded in the Statements of Operations. ​ ​ ​ ​ ​ ​ ​ Avenue ​ ​ Warrant ($ in thousands) ​ Liability Avenue common stock warrant liabilities at December 31, 2022 ​ $ 2,609 Issuance of common warrants ​ ​ 2,235 Change in fair value of common stock warrant liabilities ​ ​ ( 4,258 ) Avenue common stock warrant liabilities at December 31, 2023 ​ ​ 586 Exercise of Avenue common warrants ​ ​ ( 400 ) Change in fair value of common stock warrant liabilities ​ ​ ( 170 ) Avenue common stock warrant liabilities at December 31, 2024 ​ $ 16 ​ F-24 Table of Contents A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Avenue warrant liability that are categorized within Level 3 of the fair value hierarchy was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31 ​ ​ ​ ​ 2024 ​ ​ 2023 ​ ​ Stock price ​ $ 2.00 ​ ​ $ 12.00 ​ ​ Risk-free interest rate 4.27 % ​ 3.84 - 4.23 % ​ Expected dividend yield — ​ — ​ Expected term in years 2.8 ​ 2.1 - 3.8 ​ Expected volatility 155 % ​ 148 - 175 % ​ ​ Urica ​ Urica’s outstanding contingently issuable placement agent warrants were exchanged at the time of the exchange of the Urica 8 % Cumulative Convertible Class B Preferred Stock on June 27, 2024 (see Note 9) for 202,834 warrants to purchase Fortress common stock at an exercise price of $ 1.68 . The Fortress common stock warrants have a five-year life, expiring on June 27, 2029. The Company determined the placement agent warrants met the criteria for equity classification. At December 31, 2024 and 2023, the value of Urica’s contingent payment warrant was nil and $ 0.2 million, respectively, and was recorded on the consolidated balance sheet. ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 Risk-free interest rate 3.93 % Expected dividend yield — Expected term in years 0.5 Expected volatility 153.6 % ​ 7. License Agreements In accordance with ASC 730-10-25-1, Research and Development , costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts in order to reach commercial feasibility and have no alternate use. The purchase prices of the licenses acquired is classified as research and development-licenses acquired in the consolidated statements of operations and for the years ended December 31, 2024 and 2023, expense recognized was $ 0.3 million and $ 4.3 million, respectively. Journey ​ Emrosi (also known as DFD-29) ​ In June 2021, Journey entered a license, collaboration, and assignment agreement (the “Emrosi Agreement”) to obtain global rights for the development and commercialization of Emrosi TM (Minocycline Hydrochloride Extended-Release Capsules, 40mg), for the treatment of rosacea with Dr. Reddy’s Laboratories, Ltd (“DRL”); provided, that DRL retained certain rights to the program in select markets including Brazil, Russia, India and China. Pursuant to the terms and conditions of the Emrosi Agreement, Journey paid $ 10.0 million. In addition, Journey paid two developmental milestones in 2024. In April 2024 Journey paid a $ 3.0 milestone to DRL, based on FDA acceptance of the NDA application for Emrosi, and in December of 2024 Journey paid a $ 15.0 million milestone payment to DRL, which was triggered by the FDA marketing approval of Emrosi. Upon the $ 15.0 million milestone payment, the assets that had been the subject of the exclusive license related to Emrosi, including the NDA itself, the patents and other intellectual property, were assigned to Journey (see Note 8). Pursuant to the Emrosi Agreement, Journey may be required to pay additional contingent regulatory, commercial, and corporate-based milestone payments, totaling up to $ 150.0 million. Journey is required to pay royalties ranging from approximately ten percent to fourteen percent on net sales of Emrosi, subject to certain possible reductions. ​ F-25 Table of Contents Qbrexza In March 2021, Journey executed an Asset Purchase Agreement (the “Qbrexza APA”) with Dermira, Inc., a subsidiary of Eli Lilly and Company (“Dermira”). Pursuant to the terms of the Qbrexza APA, Journey acquired the rights to Qbexza® (glycopyrronium), a prescription cloth towelette to treat primary axillary hyperhidrosis in patients nine years of age or older from Dermira, Inc., Journey paid the upfront fee of $ 12.5 million to Dermira. In addition, Journey is obligated to pay Dermira up to $ 144 million in the aggregate upon the achievement of certain sales milestones. The royalty structure for the agreement is tiered with royalties for the first two years ranging approximately 40 % to 30 %. Thereafter for a period of eight years royalties are approximately 12 % to 19 %. Royalty amounts are subject to certain reductions in the event there is loss of exclusivity. On August 31, 2023, Journey entered into a license agreement (the “New License Agreement”) with Maruho, whereby Journey agreed to grant an exclusive license to Maruho to develop and commercialize Qbrexza® for the treatment of primary axillary hyperhidrosis, in South Korea, Taiwan, Hong Kong, Macau, Thailand, Indonesia, Malaysia, Philippines, Singapore, Vietnam, Brunei, Cambodia, Myanmar and Laos (the “Territory”). Under the terms of the New License Agreement, in exchange for the exclusive rights to Qbrexza in the Territory and the amendment to the royalty payments associated with the Japanese license, Maruho paid $ 19.0 million to Journey as a non-refundable upfront payment. Prior to the date of the New License Agreement, Journey and Maruho were party to an existing exclusive amended and restated license agreement (the “First A&R License Agreement”), under which Maruho acquired exclusive license rights to Qbrexza® in Japan. In connection with Journey’s entry into the New License Agreement, Journey and Maruho also entered into the Second Amended and Restated Exclusive License Agreement (the “Second A&R License Agreement”), which supersedes the First A&R License Agreement. The Second A&R License Agreement contains modifications that remove Maruho’s obligation to pay Journey royalties on its net sales of Rapifort® (the Japanese equivalent of Qbrexza®) in Japan for sales occurring after October 1, 2023 and removes Maruho’s obligation to pay $ 10 million to Journey in the event that Maruho achieves net sales of at least ¥ 4 billion (yen) of Rapifort® during a single fiscal year. All other remaining potential milestone payment obligations, which aggregate to $ 45 million, remain in full force and effect. Journey recognized $ 19.0 million as other revenue in the consolidated statements of operations during the year ended December 31, 2023. ​ Accutane In July 2020, Journey entered into an exclusive license and supply agreement for Accutane (the “Accutane Agreement”) with DRL. Pursuant to the Accutane Agreement, Journey paid $ 5.0 million. Three additional milestone payments totaling $ 17.0 million are contingent upon the achievement of certain net sales milestones. Journey is required to pay royalties in an amount equal to a low-double digit percentage of net sales. The term of the Accutane Agreement is ten years and renewable upon mutual agreement. Each party may terminate the Accutane Agreement for an uncured material breach by the other party or for certain bankruptcy or insolvency related events. Journey may also terminate the Accutane Agreement without cause upon 180 days written notice to DRL. ​ Vyne In January 2022, Journey entered into an Asset Purchase Agreement (the “Vyne APA”) with Vyne Therapeutics, Inc. (“Vyne”) to acquire Vyne’s Molecule Stabilizing Technology TM franchise (the “Acquisition”) for an upfront payment of $ 20.0 million and an additional $ 5.0 million payment on the one-year anniversary of the closing of the Acquisition. The Vyne APA also provides for contingent net sales milestone payments: in the first calendar year in which annual sales reach each of $ 100 million, $ 200 million, $ 300 million, $ 400 million and $ 500 million, Journey will be required to make a one-time payment of $ 10 million, $ 20 million, $ 30 million, $ 40 million and $ 50 million, respectively, in that year only, per product, totaling up to $ 450 million. In addition, Journey will pay Vyne 10 % of any upfront payment received by Journey from a licensee or sublicensee of the products in any territory outside of the United States, subject to exceptions for certain jurisdictions as detailed in the Vyne APA. There are no subsequent milestone payments or royalties beyond the aforementioned payments. The Acquisition included two FDA-approved products (Amzeeq® and Zilxi®), and a development-stage dermatology program (FCD105), along with the Molecule Stabilizing Technology proprietary platform. F-26 Table of Contents Part of the Vyne APA was Journey’s assumption of a license agreement with Cutia Therapeutics (HK) Limited, a Hong Kong biopharmaceutical company with experience in developing pharmaceutical products in the greater China region (the “Cutia Agreement”). Pursuant to the Cutia Agreement, Cutia was granted an exclusive license to obtain regulatory approval of and commercialize Amzeeq (topical 4% minocycline foam) and Zilxi (topical 1.5% minocycline foam) in mainland China, Taiwan, Hong Kong and Macau. Journey has agreed to supply the finished Licensed Products to Cutia for clinical and commercial use at an agreed price. On November 11, 2024, Cutia received marketing approval for topical 4% minocycline foam from the National Medical Products Administration (the “NMPA”) of the People’s Republic of China (the “PRC”). The approval triggered a $ 1.0 million milestone payment to Journey. The $ 1.0 million milestone payment was recorded as a component of other revenue in the Company’s Consolidated Statements of Operations for the year ended December 31, 2024. ​ Ximino In July 2019, Journey entered into an asset purchase agreement for Ximino® (the “Ximino APA”) with Sun Pharmaceutical Industries, Inc. (“Sun”). Pursuant to the Ximino APA, total consideration was $ 9.4 million, with an upfront payment of $ 2.4 million paid in 2019. Pursuant to the terms of the Ximino APA, the remaining $ 7.0 million was due on the second anniversary and for the next four anniversaries of the Ximino APA thereafter. No additional licensing or milestone payments were required. Journey commenced sales of this product in August 2019, and discontinued selling Ximino in September 2023. In August 2024, Journey executed a settlement agreement with Sun for amounts owed under the Ximino APA (see Note 9). Avenue ​ On February 28, 2023, Avenue entered into a license agreement with AnnJi Pharmaceutical Co. Ltd. ("AnnJi"), whereby Avenue obtained an exclusive license (the "AnnJi License Agreement") from AnnJi to the intellectual property rights pertaining to the molecule known as JM17, which activates Nrf1 and Nrf2, enhances androgen receptor degradation and underlies AJ201, a clinical product candidate currently in a Phase 1b/2a clinical trial in the U.S. for the treatment of SBMA, also known as Kennedy's Disease. Under the AnnJi License Agreement, in exchange for exclusive rights to the intellectual property underlying the AJ201 product candidates, Avenue agreed to pay $ 3.0 million, which was paid in the year ended December 31, 2023. ​ The license provided under the AnnJi License Agreement is exclusive as to all oral forms of AJ201 for use in all indications (other than androgenetic alopecia and Alzheimer’s disease) in the United States, Canada, the European Union, the United Kingdom and Israel. The AnnJi License Agreement also contains customary representations and warranties and provisions related to confidentiality, diligence, indemnification and intellectual property protection. Avenue will initially be obligated to obtain both clinical and commercial supply of AJ201 exclusively through AnnJi. AnnJi retains the manufacturing rights for AJ201 and Avenue has the option to acquire those rights from AnnJi as described in the AnnJi License Agreement. ​ Pursuant to the terms of the AnnJi License Agreement, Avenue was also obligated to issue two tranches of shares of its common stock and make additional payments including: reimbursement of payments up to $ 10.8 million in connection with the product’s Phase 1b/2a clinical trial (which AnnJi is currently administering with Joint Steering Committee Oversight before assigning the IND to Avenue upon such trial’s conclusion, and which is reflective of market pricing for the services to be received), up to $ 14.5 million in connection with certain development milestones pertaining to the first indication in the U.S., up to $ 27.5 million in connection with certain drug development milestones pertaining to additional indications and development outside the U.S., up to $ 165 million upon the achievement of certain net sales milestones ranging from $ 75 million to $ 750 million in annual net sales, and royalty payments based on a percentage of net sales ranging from mid-single digits to the low-double digits, which are subject to potential diminution in certain circumstances. ​ In connection with the signing of the AnnJi License Agreement, Avenue issued 11,089 shares of its common stock to AnnJi (“First Tranche Shares”) and recognized expense of $ 0.9 million; and issued 3,688 shares of common stock (“Second Tranche Shares”) and recognized expense of $0.3 million paid on September 26, 2023 upon enrollment of the eighth patient in the ongoing Phase 1b/2a SBMA clinical trial. Avenue and AnnJi entered into a Subscription Agreement, dated as of February 28, 2023, that provided for the issuance of First Tranche Shares which were issued March 30, 2023. In the event that the common stock of Avenue ceases to be traded on a national securities exchange, AnnJi has the right to F-27 Table of Contents sell the common stock of Avenue back to Avenue at a price of $ 2.10 per share, subject to the terms of the AnnJi License Agreement. ​ On March 3, 2025, Avenue received a “notice of intent to terminate” letter from AnnJi with respect to the AnnJi License Agreement; Avenue believes that the grounds for termination stated in the purported termination notice are without merit and intends to avail itself of the dispute resolution procedures set forth in the AnnJi License Agreement. ​ Urica In May 2021, Urica entered into an exclusive license agreement with Fuji to develop dotinurad in North America, Europe, and the UK. Dotinurad is approved for the treatment of gout and hyperuricemia in Japan. Urica paid a $ 3.0 million milestone payment in December 2021 upon IND submission of dotinurad. In December 2022 Urica expanded its exclusive license agreement with Fuji for the development of dotinurad to include the Middle East and North Africa (“MENA”) and Turkey territories. The amendment to the exclusive license agreement included a one-time license amendment payment of $ 0.3 million. In July 2024, Urica sold the rights to dotinurad to Crystalys (see Note 3). Partner Companies and Subsidiaries The Company’s partner companies and subsidiaries have also entered into other various license agreements with research institutions and medical centers. These license agreements include upfront payments which were expensed and various d evelopment milestone payments due upon achievement of various milestones which in the aggregate are approximately $ 191.3 million, of which $ 65.0 million relates to Mustang agreements. The license agreements also have sales-based milestone payments that total approximately $ 268.4 million. The agreements also include royalty payments on any future sales . 8. Intangible Assets The Company’s finite-lived intangible assets consist of intangible assets acquired by Journey. The table below provides a summary of intangible assets as of December 31, 2024 and 2023, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Useful ​ December 31, ​ December 31, ($ in thousands) Lives (Years) 2024 2023 Intangible assets – product licenses ​ 3 to 15 ​ $ 52,925 ​ $ 37,925 Accumulated amortization ​ ( 17,919 ) ​ ( 14,495 ) Accumulated Impairment loss ​ ​ ​ ​ ( 3,143 ) ​ ​ ( 3,143 ) Net intangible assets ​ $ 31,863 ​ $ 20,287 ​ The Company’s amortization expense for the years ended December 31, 2024 and 2023 was approximately $ 3.4 million and $ 3.8 million, respectively. Amortization expense is recorded as a component of cost of goods sold in the Company’s consolidated statements of operations. In the fourth quarter of 2024, the FDA approved Journey’s Emrosi for the treatment of inflammatory lesions of rosacea in adults. The approval triggered a $ 15.0 million milestone payment to DRL, which Journey capitalized as an acquired intangible asset. During the year ended December 31, 2023, Journey experienced lower net product revenues and gross profit levels for its Ximino products. Based on these results, Journey revised the financial outlook and plans for its Ximino products. Journey assessed the revised forecast for Ximino and determined that this constituted a triggering event and the results of the analysis indicated the carrying amount was not expected to be recovered. Journey recorded an intangible asset impairment charge of $ 3.1 million during the year ended December 31, 2023. This non-cash charge was recorded to operating expenses on the Consolidated Statements of Operations. F-28 Table of Contents The future amortization of these intangible assets is as follows: ​ ​ ​ ​ ​ ​ ​ Total ($ in thousands) Amortization December 31, 2025 ​ $ $ 4,257 December 31, 2026 ​ 3,471 December 31, 2027 ​ ​ 2,775 December 31, 2028 ​ ​ 2,595 December 31, 2029 ​ ​ 2,595 Thereafter ​ ​ 12,228 Sub-total ​ $ 27,921 Asset not yet placed in service ​ ​ 3,942 Total ​ $ 31,863 ​ ​ 9. Debt and Interest Debt Total debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Interest rate at ​ ($ in thousands) ​ 2024 ​ 2023 ​ December 31, 2024 ​ Maturity 2024 Oaktree Note ​ $ 35,350 ​ $ — 12.2 % July - 2027 2020 Oaktree Note ​ ​ — ​ ​ 50,000 11.0 % August - 2025 SWK Term Loan ​ ​ 25,000 ​ ​ 15,000 ​ 14.8 % December - 2027 Less: Discount on notes payable ​ ​ ( 2,388 ) ​ ​ ( 4,144 ) ​ ​ ​ ​ Total notes payable ​ $ 57,962 ​ $ 60,856 ​ As of December 31, 2024, the carrying value of the notes payable approximates their fair value as the interest rate is variable and approximates the market rate for loans with similar terms and risk characteristics. ​ 2024 Oaktree Note On July 25, 2024, Fortress entered into a $ 50.0 million senior secured credit agreement (the “New Oaktree Agreement”) with a maturity date of July 25, 2027 with Oaktree Fund Administration, LLC and the lenders from time-to-time party thereto (collectively, “Oaktree”). The Company borrowed $ 35.0 million under the New Oaktree Agreement on the Closing Date (the “2024 Oaktree Note”) and is eligible to draw up to an additional $ 15.0 million at the lenders’ discretion to support future business development activities. The 2024 Oaktree Note replaces the 2020 Oaktree Note (as defined below) in which the remaining $ 50.0 million balance was repaid in full. Under the terms of the New Oaktree Agreement, the loans have a 30-month interest-only period with a maturity date of July 25, 2027, and bear interest at an annual rate equal to the 3-month Secured Overnight Financing Rate ( SOFR ) plus 7.625 % (subject to a 2.50 % SOFR floor and a 5.75 % SOFR cap). At December 31, 2024, the interest rate applicable to the 2024 Oaktree Note was 12.23 %. The Company is required to make quarterly interest-only payments until the maturity date, except fifty percent of the then-outstanding principal balance of the loans is due on March 31, 2027, with the remaining principal amount due on the maturity date. The Company may voluntarily prepay, in whole or in part, the amounts due under the New Oaktree Agreement at any time subject to a prepayment fee. Subject to prior written notice by the Company, to repay any amounts due prior to the maturity date, the Company must pay the sum of (A) the aggregate principal amount of the Loans being prepaid, (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium (as defined in the New Oaktree Agreement) and (D) if applicable, other unpaid amounts then due and owing pursuant to the New Oaktree Agreement and the other loan documents (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of the principal amount of the Loans shall be in an aggregate amount of at least $ 5.0 million and F-29 Table of Contents integral multiples of $ 1.0 million in excess thereof. The Company is required to make mandatory prepayments of the Loans with net cash proceeds from (i) certain casualty events, (ii) certain monetization events, including, among other things, certain asset sales and the sale(s) of priority review vouchers by certain subsidiaries of the Company, and the receipt by the Company of any dividend or other distributions in cash from any of its subsidiaries in excess of $ 5.0 million other than in connection with certain monetization events, (iii) debt issuances that are not permitted, and (iv) failure to comply with certain covenants. The lenders may elect to receive warrants to purchase common stock of the Company as an alternative to cash prepayments in some situations where a mandatory prepayment would otherwise be required. No mandatory prepayments were required for the year ended December 31, 2024. ​ The New Oaktree Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions. In addition, the New Oaktree Agreement contains certain financial covenants, including, (i) a requirement that the Company maintain a minimum liquidity of $ 7.0 million, which may be reduced or increased as described in the New Oaktree Agreement (“the “Liquidity Requirement”), and (ii) that product net sales of Journey meet a consolidated minimum net sales amount of $ 50.0 million on a trailing 12-month basis, tested quarterly, which may be reduced or increased as described in the New Oaktree Agreement (the “Minimum Net Sales Test”), subject to certain exclusions. Due to the approval of Emrosi, the minimum net sales amount will increase by $ 7.5 million each quarter, beginning in the third quarter of 2025, provided that the minimum net sales amount will in no event exceed $ 80.0 million. Both the Minimum Net Sales Test and the Liquidity Requirement will be reduced to $ 0 while the outstanding principal balance is less than or equal to $ 10.0 million. The Liquidity Requirement decreases to $ 5.0 million while the outstanding principal balance is between $ 10.0 million and $ 25.0 million. Failure by the Company to comply with the financial covenants will result in an event of default, subject to certain cure rights of the Company with respect to the Minimum Net Sales Test. ​ The New Oaktree Agreement contains events of default that are customary for financings of this type, in certain circumstances subject to customary cure periods. In addition, the Company is also required to (i) raise capital, or receive in monetizations or distributions, by the end of each calendar year prior to the maturity date, in an aggregate amount equal to the greater of $ 20 million or 50 % of an amount set forth in an annual budget delivered to the lenders and (ii) maintain a specified minimum equity stake in Journey. The capital raise and minimum stake covenants and financial covenants, including minimum liquidity and minimum net sales, will not apply if the outstanding principal balance of the loan is less than or equal to $ 10 million. Following an event of default and any cure period, if applicable, the Agent will have the right upon notice to accelerate all amounts outstanding under the New Oaktree Agreement, in addition to other remedies available to the lenders as secured creditors of the Company. In connection with the New Oaktree Agreement, the Company granted a security interest in favor of the Agent, for the benefit of the lenders, in substantially all of the Company’s assets, subject to customary exceptions, as collateral securing the Company’s obligations under the New Oaktree Agreement. Also in connection with the New Oaktree Agreement, the Company granted warrants to the lenders to purchase up to 506,390 shares of the Company’s common stock at a purchase price of $ 2.0735 per share (the “Warrants”), later reduced to $ 1.65 per share in connection with the financing consummated by the Company in September 2024 (see note 13). The Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offerings and pro rata distributions. The exercise price of the Warrants will also be adjusted if, while the Warrants are outstanding, the Company engages in any transaction involving the issuance or sale of shares of Common Stock or equivalent securities at an effective price per share less than the exercise price of the Warrant then in effect (such lower price, the “Base Share Price”). In such case, the exercise price of the Warrants will be reduced to equal the Base Share Price. In connection with the financing consummated by the Company in September 2024, the Warrants had their exercise price reduced to $ 1.65 per share. The Warrants are exercisable from July 25, 2024 and will expire on July 25, 2031 and may be net exercised for no cash payment at the holder’s election. The Company filed a registration statement to register the resale of the shares of Company common stock issuable upon exercise of the Warrants (see Note 13). ​ The Company was in compliance with all applicable covenants under the New Oaktree Agreement as of December 31, 2024. ​ F-30 Table of Contents 2020 Oaktree Note ​ On July 25, 2024, the Company’s $ 50.0 million outstanding balance of the senior secured credit agreement with Oaktree (the “Prior Oaktree Agreement”) and the debt thereunder, the “2020 Oaktree Note”) was terminated upon receipt by Oaktree of a payoff amount of $ 51.4 million from the Company comprised of principal, interest and the applicable final payment amount. The payoff of the 2020 Oaktree Note was treated as a debt extinguishment, as the 2024 Oaktree Note originated from a fund group different from the Prior Oaktree Agreement. The Company recorded a loss on extinguishment of debt of approximately $ 3.6 million, representing unamortized debt issuance costs and inclusive of a $ 1.0 million prepayment fee; the loss on extinguishment was recorded to interest expense in the Consolidated Statement of Operations for the year ended December 31, 2024. ​ The Company had entered the Prior Oaktree Agreement in August 2020. The Prior Oaktree Agreement contained customary representations and warranties and customary affirmative and negative covenants as well as certain financial covenants, including, among other things, (i) maintenance of minimum liquidity and (ii) a minimum revenue test that required Journey’s annual revenue to be equal to or to exceed annual revenue projections set forth in the Prior Oaktree Agreement. Failure by the Company or Journey, as applicable, to comply with the Prior Oaktree Agreement covenants would result in an event of default, subject to certain cure rights of the Company. ​ The Company was required to make quarterly interest-only payments until the fifth anniversary of the closing date of the 2020 Oaktree Note, August 27, 2025 , at which point the outstanding principal amount would have been due. The Company could have voluntarily prepaid the 2020 Oaktree Note at any time subject to a prepayment fee. The Company was required to make mandatory prepayments of the 2020 Oaktree Note under various circumstances as defined in the Prior Oaktree Agreement ​ SWK Term Loan ​ On December 27, 2023 (the “SWK Closing Date”), Journey entered into a Credit Agreement with SWK Funding LLC (“SWK”). The Credit Agreement provides for a term loan facility (the “Credit Facility”) in the original principal amount of up to $ 20.0 million. On the SWK Closing Date, Journey drew $ 15 million. On June 26, 2024, Journey drew the remaining $ 5.0 million under the Credit Facility. On July 9, 2024, Journey entered into the Amendment to the Credit Agreement with SWK. The Amendment increased the original principal amount of the Credit Facility from $ 20.0 million to $ 25.0 million. The $ 5.0 million of additional principal added in the Amendment was contractually required to be drawn upon FDA approval of Emrosi, subject to Journey receiving approval on or before June 30, 2025. Journey drew on the remaining $ 5.0 million relating to the FDA approval of Emrosi on November 25, 2024. Loans under the Credit Facility (the “Term Loans”) mature on December 27, 2027. The Term Loans accrue interest at a rate per annum equal to the three-month term SOFR (subject to a SOFR floor of 5 %) plus 7.75 % and interest is payable quarterly and resets quarterly. Beginning in February 2026, Journey is required to repay a portion of the outstanding principal of the Term Loans quarterly in an amount equal to 7.5 % of the principal amount of funded Term Loans, with any remaining principal balance due on the maturity date. If the total revenue of Journey, measured on a trailing twelve-month basis, is greater than $ 70.0 million as of December 31, 2025, the principal repayment start date is extended from February 2026 to February 2027, at which point Journey is required to repay a portion of the outstanding principal of the Term Loans quarterly in an amount equal to 15 % of the principal amount of funded Term Loans, with any remaining principal balance due on the maturity date. Journey may at any time prepay the outstanding principal balance of the Term Loans in whole or in part. Prepayment of the Term Loans is subject to payment of a prepayment premium equal to (i) 2 % of the Term Loans prepaid plus the amount of interest that would have been due through the first anniversary of the SWK Closing Date if the Term Loans are prepaid prior to the first anniversary of the SWK Closing Date, (ii) 1 % of the Term Loans prepaid if the Term Loans are prepaid on or after the first anniversary of the SWK Closing Date but prior to the second anniversary of the SWK Closing Date, or (iii) 0 % if prepaid thereafter. F-31 Table of Contents Upon repayment in full of the Term Loans, Journey will pay an exit fee equal to 5 % of the original principal amount of the Term Loans. Additionally, Journey paid an origination fee of $ 0.2 million on the SWK Closing Date and incurred issuance costs of $ 0.2 million, both of which have been recorded as a debt discount. Journey is accreting the carrying value of the SWK Term Loan to the original principal balance plus the exit fee over the term of the loan using the effective interest method. The amortization of the discount is accounted for as interest expense in the Consolidated Statement of Operations. The effective interest rate on the SWK Term Loan as of December 31, 2024 was 14.8 %. The SWK Credit Facility also includes both revenue and liquidity covenants, restrictions as to payment of dividends, and is secured by substantially all assets of Journey. As of December 31, 2024, Journey was in compliance with the financial covenants under the SWK Credit Facility. East West Bank Line of Credit and Long-Term Debt (“EWB Term Loan”) Journey was previously party to a Loan and Security Agreement, dated March 31, 2021 (as amended, the “EWB Facility”), with East West Bank (“EWB”), under which EWB made a $ 20.0 million term loan and a $ 10 million revolving line of credit available to Journey. In January 2022 and August 2022, Journey borrowed $ 15 million and $ 5 million, respectively, against the term loan. During 2023, Journey voluntarily repaid the entire $ 20 million outstanding term loan principal balance under the EWB Facility. The repayment satisfied all of Journey’s outstanding debt obligations under the EWB Facility. Journey has no further obligations to EWB. Mustang Runway Growth Finance Corp. Debt Facility (“Runway Note”) On April 11, 2023, the long-term debt facility with Runway Growth Finance Corp. (the “Mustang Term Loan” or the “Runway Note”), was terminated upon receipt by Runway of a payoff amount of $ 30.4 million from Mustang comprising of principal, interest and the applicable final payment amount. A loss on extinguishment of $ 2.8 million was recorded to interest expense in the Consolidated Statement of Operations for the year ended December 31, 2023. ​ IDB Letters of Credit The Company has letters of credit (“LOC”) with one of its commercial banks, IDB Bank (“IDB”), of approximately $ 1.6 million and $ 2.4 million as of December 31, 2024 and 2023, respectively, securing rent deposits for lease facilities and an undertaking posted by Cyprium relating to an injunctive proceeding. The Company’s LOC’s are secured by cash, which is included in restricted cash on the Company’s Consolidated Balance Sheet . Interest paid on the letters of credit is 2 % per annum. Urica 8 % Cumulative Convertible Class B Preferred Offering In December 2022 and February 2023, Urica closed private offerings of its 8 % Cumulative Convertible Class B Preferred Stock (the “Urica Preferred Stock”), at a price of $ 25.00 per share (“Subscription Price”) pursuant to which it sold a total of 135,494 shares of Preferred Stock for gross proceeds of $ 3.4 million, before deducting underwriting discounts and commissions and offering expenses of approximately $ 0.5 million (the “Urica Offering”). A non-cash contingent warrant value of $ 0.1 million was also recorded in debt discount (see Note 6). The Urica Preferred Shares have no voting rights and have liquidation rights on parity with all equity securities issued by Urica, and junior to all equity securities issued by Urica with terms outlining senior rank and current and future indebtedness. The Company evaluated the terms of the Urica Preferred Offering under ASC 480, Distinguishing Liabilities from Equity, and determined the instrument met the criteria to be recorded as a liability. The value at conversion does not vary with the value of Urica’s common shares, therefore the settlement provision would not be considered a conversion feature. Accordingly, the Company determined liability classification is appropriate and as such, this instrument was accounted for as a liability. F-32 Table of Contents Harley Capital LLC (“Harley”) was the primary placement agent for the Urica Offering and received a 10 % cash fee on gross proceeds raised, plus either warrants to purchase 10 % of the Urica common stock into which the Urica Preferred Stock converts (in the event of a sale of Urica or a qualified financing) or 10 % of the Company common stock for which the Urica Preferred Stock is exchanged (in the event neither a sale of Urica nor a qualified financing occurs), in addition to reimbursement of legal and other expenses (see Note 6). Dividends on the Urica Preferred Stock were payable monthly by Fortress in shares of Fortress Common Stock based upon a 7.5 % discount to the average trading price over the 10-day period preceding the dividend payment date. Dividends were recorded as interest expense. For the years ended December 31, 2024 and 2023, the Company recorded expense of $ 0.1 million and $ 0.3 million, respectively, associated with the Urica dividends paid on the outstanding Urica Preferred Stock. The shares mandatorily converted into Urica common stock upon either: (i) a qualified financing pursuant to which Urica raises at least $ 20 million in aggregate gross proceeds; or (ii) a sale of Urica. Additionally, in the event that neither such a qualified financing nor a sale of Urica had occurred prior to June 27, 2024, then each holder of Urica Preferred Stock was eligible to receive, at Fortress’ election, one of: (x) a cash payment equal to the product of the Subscription Price and the number of shares of Urica Preferred Stock held by such holder; (y) a number of shares of Fortress common stock equal to the Fortress Share Exchange Amount; or (z) a combination of the foregoing. On June 27, 2024, as neither a qualified financing nor a sale of Urica occurred, Fortress elected to exchange the outstanding shares of Urica Preferred Stock, which was recorded as a liability, into 2,028,345 shares of Fortress common stock. Ximino Settlement In August 2024, Journey executed a settlement agreement (the “Settlement Agreement”) to settle the $ 3.0 million of license installment payments Journey owed to Sun associated with the Ximino APA. Pursuant to the Settlement Agreement, Journey agreed to settle the total outstanding obligation owed to Sun for a total of $ 1.9 million, payable in three installments: 1) $ 0.6 million upon execution of the Settlement Agreement, 2) $ 0.6 million on December 1, 2024, and 3) $ 0.6 million on January 15, 2025. Journey accounted for the settlement of the license installment payment as a $ 1.1 million gain on extinguishment of debt in the Condensed Consolidated Statements of Operations for the year ended December 31, 2024. ​ Interest Expense The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest and amortization of the debt discount and amortization of fees represents fees associated with loan transaction costs, amortized over the life of the loan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ($ in thousands) Interest Fees Total Interest Fees Total 2024 Oaktree Note ​ ​ 1,954 ​ ​ 323 ​ ​ 2,277 ​ ​ — ​ ​ — ​ ​ — 2020 Oaktree Note 1 ​ ​ 6,803 ​ ​ 1,219 ​ ​ 8,022 ​ ​ 5,561 ​ ​ 2,073 ​ ​ 7,634 Partner company convertible preferred shares ​ ​ ( 290 ) ​ ​ 90 ​ ​ ( 200 ) ​ ​ 1,023 ​ ​ 503 ​ ​ 1,526 Partner company installment payments - licenses 2 ​ ​ — ​ ​ — ​ ​ — ​ ​ 353 ​ ​ — ​ ​ 353 Partner company notes payable 3 ​ ​ 2,385 ​ ​ 307 ​ ​ 2,692 ​ ​ 4,856 ​ ​ 492 ​ ​ 5,348 Partner company contingent call option accretion 4 ​ ​ 716 ​ ​ — ​ ​ 716 ​ ​ — ​ ​ — ​ ​ — Other ​ 20 ​ — ​ 20 ​ 122 ​ 332 ​ 454 Total Interest Expense and Financing Fee ​ $ 11,588 ​ $ 1,939 ​ $ 13,527 ​ $ 11,915 ​ $ 3,400 ​ $ 15,315 ​ Note 1: Includes loss on extinguishment of debt of $ 3.6 million related to the payoff of the 2020 Oaktree Note on July 25, 2024. Note 2: Imputed interest expense related to Ximino, Accutane, Anti-itch product license and VYNE product licenses (see Note 8) for the year ended December 31, 2023. Note 3: Includes loss on extinguishment of debt of $ 2.8 million recorded by Mustang related to payoff of the Runway Note on April 11, 2023. F-33 Table of Contents Note 4: Relates to Urica’s optional repurchase obligation to Crystalys (see Note 3). ​ 10. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ($ in thousands) 2024 2023 Accounts payable ​ $ 31,636 ​ $ 34,810 Accrued expenses: ​ ​ Professional fees ​ ​ 3,147 ​ ​ 1,681 Salaries, bonus and related benefits ​ 6,596 ​ 8,531 Research and development ​ 8,509 ​ 11,644 Accrued royalties payable ​ 1,374 ​ 2,015 Accrued coupon and rebates ​ 6,200 ​ 9,987 Return reserve ​ ​ 3,124 ​ ​ 4,077 Other 1 ​ 4,915 ​ 817 Total accounts payable and accrued expenses ​ $ 65,501 ​ $ 73,562 ​ Note 1: Other includes approximately $ 1.3 million of accrued consideration for the Mustang Repurchase Agreement with uBriGene, see Note 3. ​ ​ ​ ​ 11. Non-Controlling Interests On April 21, 2023, Aevitas ceased to be a controlled Fortress entity and as such is no longer consolidated (see Note 3). Tamid was dissolved in the year ended December 31, 2023 due to inactivity. ​ The Company’s ownership interest in its consolidated subsidiaries in 2024 was similar to 2023, except for Avenue, which increased from 4 % to 9.2 % due to the acquisition of additional common shares (see Note 16); Journey, which decreased from 50 % to 44.5 % due to dilution from the issuance of equity securities (see Note 13) and Mustang, which decreased from 19 % to 6.3 % due to dilution from the issuance of equity securities (see Note 13). ​ 12. Net Loss per Common Share Basic and diluted net loss per share attributed to common stockholders is calculated by dividing the net loss attributed to Fortress (less the Series A Preferred dividends) by the weighted-average number of shares of Common Stock outstanding during the period, not including unvested restricted stock, and without consideration for other potentially dilutive securities. Diluted net loss per share is the same as the basic loss per share due to net losses in all periods. The Series A Preferred dividends included in the net loss per share calculation include dividends paid as well as dividends cumulated (but undeclared) (see Note 13). For the years ended December 31, 2024 and 2023, the effect on the net loss per share calculation from Series A Preferred dividends was $ 8.0 million and $ 8.0 million, respectively, and deemed dividends were $ 1.9 million and $ 0.7 million, respectively. ​ F-34 Table of Contents The following shares of potentially dilutive securities, weighted during the years ended December 31, 2024 and 2023 have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Warrants to purchase Common Stock 14,406,201 873,065 Options to purchase Common Stock 558,896 32,601 Unvested Restricted Stock and deferred Restricted Stock 1,900,630 1,514,208 Unvested Restricted Stock units and deferred Restricted Stock units 2,513,830 372,817 Total 19,379,557 2,792,691 ​ ​ 13. Stockholders’ Equity Common Stock Fortress’ Certificate of Incorporation, as amended, authorizes the Company to issue 200,000,000 shares of $ 0.001 par value Common Stock of which 27,908,839 and 15,093,053 shares of Common Stock were outstanding as of December 31, 2024 and 2023, respectively. The terms, rights, preference and privileges of the Common Stock are as follows: Voting Rights Each holder of Common Stock is entitled to one vote per share of Common Stock held on all matters submitted to a vote of the stockholders, including the election of directors. The Company’s certificate of incorporation and bylaws do not provide for cumulative voting rights. Dividends Subject to preferences that may be applicable to any then outstanding Preferred Stock, the holders of the Company’s outstanding shares of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s Board of Directors out of legally available funds. Liquidation In the event of the Company’s liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of Preferred Stock. Rights and Preference Holders of the Company’s Common Stock have no preemptive, conversion or subscription rights, and there is no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company’s Preferred Stock that are or may be issued. Series A Cumulative Redeemable Perpetual Preferred Stock On October 26, 2017, the Company designated 5,000,000 shares of $ 0.001 par value preferred stock as Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). As of December 31, 2024 and 2023, 3,427,138 shares of Series A Preferred Stock were issued and outstanding. F-35 Table of Contents The terms, rights, preference and privileges of the Series A Preferred Stock are as follows: Voting Rights Except as may be otherwise required by law, the voting rights of the holders of the Series A Preferred Stock are limited to the affirmative vote or consent of the holders of at least two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock outstanding at the time in connection with the: (1) authorization or creation, or increase in the authorized or issued amount of, any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassification of any of the Company’s authorized capital stock into such shares, or creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase any such shares; or (2) amendment, alteration, repeal or replacement of the Company’s certificate of incorporation, including by way of a merger, consolidation or otherwise in which the Company may or may not be the surviving entity, so as to materially and adversely affect and deprive holders of Series A Preferred Stock of any right, preference, privilege or voting power of the Series A Preferred Stock. Dividends Dividends on Series A Preferred Stock accrue daily and will be cumulative from, and including, the date of original issue and shall be payable monthly at the rate of 9.375 % per annum of its liquidation preference, which is equivalent to $ 2.34375 per annum per share. The first dividend on Series A Preferred Stock sold in the offering was payable on December 31, 2017 (in the amount of $ 0.299479 per share) to the holders of record of the Series A Preferred Stock at the close of business on December 15, 2017 and thereafter for each subsequent quarter in the amount of $ 0.5839375 per share. ​ On July 5, 2024, Fortress announced that the Company’s Board of Directors had decided to pause the monthly dividend of $ 0.1953125 per share of the Series A Preferred Stock. In accordance with the terms of the Series A Preferred Stock, dividends on the Series A Preferred Stock will continue to accrue and cumulate until such dividends are authorized or declared. The pausing of these dividends will defer approximately $ 0.7 million in cash dividend payments each month. The Board intends to revisit its decision regarding the monthly dividend regularly and will assess the profitability and cash flow of the Company to determine whether and when the pause should be lifted. The Company recorded approximately $ 4.0 million and $ 8.0 million of dividends in Additional Paid in Capital on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. At December 31, 2024, the Company had total undeclared dividends of approximately $ 4.0 million, which represents the cumulated (but undeclared) dividends due to Series A Preferred shareholders on December 31, 2024. Dividends in arrears that have not been declared by the Board of Directors are not recorded in the condensed consolidated balance sheets but are reflected in the net loss attributable to common shareholders (see Note 12). ​ No Maturity Date or Mandatory Redemption The Series A Preferred Stock has no maturity date, and the Company is not required to redeem the Series A Preferred Stock. Accordingly, the Series A Preferred Stock will remain outstanding indefinitely unless the Company decides to redeem it pursuant to its optional redemption right or its special optional redemption right in connection with a Change of Control (as defined below), or under the circumstances set forth below under “Limited Conversion Rights Upon a Change of Control” and elect to convert such Series A Preferred Stock. The Company is not required to set aside funds to redeem the Series A Preferred Stock. Optional Redemption The Series A Preferred Stock may be redeemed in whole or in part (at the Company’s option) any time on or after December 15, 2022, upon not less than 30 days nor more than 60 days ’ written notice by mail prior to the date fixed for redemption thereof, for cash at a redemption price equal to $ 25.00 per share, plus any accumulated and unpaid dividends to, but not including, the redemption date. During the year ended December 31, 2024, no Series A Preferred Stock shares were redeemed. F-36 Table of Contents Special Optional Redemption Upon the occurrence a Change of Control (as defined below), the Company may redeem the shares of Series A Preferred Stock, at its option, in whole or in part, within one hundred twenty (120) days of any such Change of Control, for cash at $ 25.00 per share, plus accumulated and unpaid dividends (whether or not declared) to, but excluding, the redemption date. If, prior to the Change of Control conversion date, the Company has provided notice of its election to redeem some or all of the shares of Series A Preferred Stock (whether pursuant to the Company’s optional redemption right described above under “Optional Redemption” or this special optional redemption right), the holders of shares of Series A Preferred Stock will not have the Change of Control conversion right with respect to the shares of Series A Preferred Stock called for redemption. If the Company elects to redeem any shares of the Series A Preferred Stock as described in this paragraph, the Company may use any available cash to pay the redemption price. A “Change of Control” is deemed to occur when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing: ● the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Company’s stock entitling that person to exercise more than 50% of the total voting power of all the Company’s stock entitled to vote generally in the election of the Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and ● following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity has a class of common equity securities (or American Depositary Receipts representing such securities) listed on the NYSE, the NYSE American LLC or the Nasdaq Stock Market, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American LLC or the Nasdaq Stock Market. Conversion, Exchange and Preemptive Rights Except as described below under “Limited Conversion Rights upon a Change of Control,” the Series A Preferred Stock is not subject to preemptive rights or convertible into or exchangeable for any other securities or property at the option of the holder. Limited Conversion Rights upon a Change of Control Upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, the Company has provided or provides irrevocable notice of its election to redeem the Series A Preferred Stock as described above under “Optional Redemption,” or “Special Optional Redemption”) to convert some or all of the shares of Series A Preferred Stock held by such holder on the Change of Control Conversion Date, into the Common Stock Conversion Consideration, which is equal to the lesser of: ● the quotient obtained by dividing (i) the sum of the $ 25.00 liquidation preference per share of Series A Preferred Stock plus the amount of any accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series A Preferred Stock dividend payment and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (such quotient, the “Conversion Rate”); and ● 13.05483 shares of common stock, subject to certain adjustments. F-37 Table of Contents In the case of a Change of Control pursuant to which the Company’s common stock will be converted into cash, securities or other property or assets, a holder of Series A Preferred Stock will receive upon conversion of such Series A Preferred Stock the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of the Company’s common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control. Notwithstanding the foregoing, the holders of shares of Series A Preferred Stock will not have the Change of Control Conversion Right if the acquiror has shares listed or quoted on the NYSE, the NYSE American LLC or Nasdaq Stock Market or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American LLC or Nasdaq Stock Market, and the Series A Preferred Stock becomes convertible into or exchangeable for such acquiror’s listed shares upon a subsequent Change of Control of the acquiror. Liquidation Preference In the event the Company liquidates, dissolves or is wound up, holders of the Series A Preferred Stock will have the right to receive $ 25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the Company’s common stock. Ranking The Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, (1) senior to all classes or series of the Company’s common stock and to all other equity securities issued by the Company other than equity securities referred to in clauses (2) and (3); (2) on a par with all equity securities issued by the Company with terms specifically providing that those equity securities rank on a par with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up; (3) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company liquidation, dissolution or winding up; and (4) junior to all of the Company’s existing and future indebtedness. Stock-Based Compensation As of December 31, 2024, the Company had three equity compensation plans: the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended, the Coronado Biosciences, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) (collectively, the “Plans”) and the Fortress Biotech, Inc. Long Term Incentive Plan (the “LTIP”). In the years ended December 31, 2024 and 2023, the Company’s Board of Directors and stockholders approved increases of 11.0 million and 0.5 million shares, respectively, to the Plans, bringing the aggregate total of authorized shares available under the Plans to 13.1 million shares. A total of 4.1 million shares have been granted under the Plans, net of cancellations, and 9.0 million shares remained available for issuance as of December 31, 2024. F-38 Table of Contents Certain partner companies have their own equity compensation plan under which shares are granted to eligible employees, directors and consultants in the form of restricted stock, stock options, and other types of grants of stock of the respective partner company’s common stock. The table below provides a summary of those plans as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Partner ​ ​ ​ Shares ​ Shares available at Company Stock Plan Authorized December 31, 2024 Avenue Avenue Therapeutics, Inc. 2015 Stock Plan 5,070,223 4,575,701 Cellvation Cellvation Inc. 2016 Incentive Plan 2,000,000 300,000 Checkpoint Checkpoint Therapeutics, Inc. Amended and Restated 2015 Incentive Plan 18,000,000 8,010,406 Cyprium Cyprium Therapeutics, Inc. 2017 Stock Plan 2,000,000 675,000 Helocyte DiaVax Biosciences, Inc. 2015 Incentive Plan 2,000,000 341,667 Journey Journey Medical Corporation 2015 Stock Plan 10,642,857 2,806,824 Mustang Mustang Bio, Inc. 2016 Incentive Plan 14,666 6,946 Oncogenuity ​ FBIO Acquisition Corp. VII 2017 Incentive Plan ​ 2,000,000 ​ 1,200,000 Urica ​ FBIO Acquisition Corp. VIII 2017 Incentive Plan ​ 4,000,000 ​ 198,638 ​ The purpose of the Company’s and its subsidiaries’ and partner companies’ equity compensation plans is to provide for equity awards as part of an overall compensation package of performance-based rewards to attract and retain qualified personnel. Such awards include, without limitation, options, stock appreciation rights, sales or bonuses of restricted stock, restricted stock units or dividend equivalent rights, and an award may consist of one such security or benefit, or two or more of them in any combination or alternative. Vesting of awards may be based upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Incentive and non-statutory stock options are granted pursuant to option agreements adopted by the plan administrator. Options generally have 10-year contractual terms. The Company and its subsidiaries and partner companies estimate the fair value of stock option grants using a Black-Scholes option pricing model. In applying this model, the following assumptions are used: ● Risk-Free Interest Rate : The risk-free interest rate is based on the yields of United States Treasury securities with maturities similar to the expected term of the options for each option group. ● Volatility : The trading history of common stock is used to determine the expected stock price volatility. ● Expected Term : Due to the limited exercise history of the Company’s and its subsidiaries’ and partner companies’ stock options, the expected term was determined based on the Simplified Method under SAB 107 and the expected term for non-employees is the remaining contractual life for both options and warrants. ● Expected Dividend Rate : Neither the Company, nor its subsidiaries and partner companies, have paid and none anticipate paying any cash dividends in the near future on their common stock. The fair value of each option award was estimated on the grant date using the Black-Scholes option-pricing model and expensed under the straight-line method. F-39 Table of Contents The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs, restricted stock and restricted stock unit awards for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2024 2023 Fortress: ​ ​ ​ ​ ​ ​ Employee and non-employee awards ​ $ 9,026 ​ $ 8,369 Executive awards ​ 1,047 ​ 1,576 ​ ​ ​ ​ ​ ​ ​ Partner Companies: ​ ​ ​ ​ ​ ​ Avenue ​ 1,236 ​ 907 Checkpoint ​ 15,252 ​ 2,897 Mustang ​ ( 450 ) ​ 567 Journey ​ ​ 6,098 ​ ​ 2,606 Other ​ 410 ​ 107 Total stock-based compensation expense ​ $ 32,619 ​ $ 17,029 ​ For the years ended 2024 and 2023, $ 7.1 million and $ 3.2 million was included in research and development expenses, and $ 25.5 million and $ 13.8 million was included in selling, general and administrative expenses, respectively. Options The following table summarizes Fortress stock option activities, excluding activities related to partner companies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average ​ ​ ​ ​ ​ ​ ​ Total ​ remaining ​ ​ ​ ​ Weighted average ​ weighted average ​ contractual life ​ Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2023 18,896 ​ $ 20.55 ​ $ — 1.76 Granted ​ 540,000 ​ ​ 1.68 ​ ​ 186,300 ​ 6.20 Options vested and expected to vest at December 31, 2024 558,896 ​ $ 2.32 ​ $ 186,300 6.02 Options vested and exercisable at December 31, 2024 ​ 18,896 ​ $ 20.55 ​ $ — 1.01 ​ During the years ended December 31, 2024 and 2023, there were no exercises of Fortress stock options. The Company used the Black-Scholes option pricing model for determining the estimated fair value of stock-based compensation related to stock options. The table below summarizes the assumptions used: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2024 ​ Risk-free interest rate ​ 4.3 % ​ Expected dividend yield ​ — ​ ​ Expected term in years ​ 7.0 ​ ​ Expected volatility ​ 90.1 % ​ ​ As of December 31, 2024, Fortress had $0.4 million of unrecognized stock-based compensation expense related to Fortress stock options, which is expected to be recognized over a weighted-average period of 3.2 years. ​ As of December 31, 2024, on a consolidated basis, the Company had $ 1.0 million of unrecognized stock-based compensation expense related to stock options of Fortress and subsidiaries, which is expected to be recognized over a weighted-average period of 2.1 years. F-40 Table of Contents Restricted Stock Consolidated stock-based compensation expense from restricted stock awards and restricted stock units for the years ended December 31, 2024 and 2023 was $ 30.9 million and $ 16.0 million, respectively. Restricted stock awards and restricted stock unit awards are expensed under the straight-line method over the vesting period. Expense for awards with performance-based vesting criteria are measured and recorded if and when it becomes probable that the milestone will be achieved. During 2024, the Company granted 0.5 million restricted shares of its Common Stock to executives and directors of the Company and 2.1 million restricted stock units to employees and non-employees of the Company. The fair value of the restricted stock awards issued during 2024 of $ 1.4 million and the fair value of the restricted stock unit awards issued during 2024 of $ 3.5 million were valued on the grant date using the Company’s stock price as of the grant date. The 2024 restricted stock awards and restricted stock unit awards vest upon both the passage of time as well as meeting certain performance criteria. During 2023, the Company granted 0.2 million restricted shares of its Common Stock to executives and directors of the Company and 0.2 million restricted stock units to employees and non-employees of the Company. The fair value of the restricted stock awards issued during 2023 of $ 1.7 million and the fair value of the restricted stock unit awards issued during 2023 of $ 0.6 million were valued on the grant date using the Company’s stock price as of the grant date. The 2023 restricted stock awards and restricted stock unit awards vest upon both the passage of time as well as meeting certain performance criteria. The following table summarizes Fortress’ restricted stock awards and restricted stock units activities, excluding activities related to Fortress subsidiaries: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ average grant ​ ​ Number of shares ​ price Unvested balance at December 31, 2023 ​ 2,066,810 ​ $ 28.05 Restricted stock granted ​ 468,357 ​ ​ 3.01 Restricted stock vested ​ ( 17,303 ) ​ ​ 34.65 Restricted stock units granted ​ 2,054,000 ​ ​ 1.72 Restricted stock units forfeited ​ ( 19,485 ) ​ ​ 14.56 Restricted stock units vested ​ ( 137,655 ) ​ ​ 37.88 Unvested balance at December 31, 2024 ​ 4,414,724 ​ $ 12.87 ​ The total fair value of restricted stock units and awards that vested during the years ended December 31, 2024 and 2023 was $ 5.8 million and $ 9.6 million, respectively. As of December 31, 2024, Fortress had unrecognized stock-based compensation expense related to all unvested Fortress restricted stock and Fortress restricted stock unit awards of $ 4.2 million and $ 4.8 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 0.8 years and 3.4 years, respectively. As of December 31, 2024, on a consolidated basis, the Company had unrecognized stock-based compensation expense related to all unvested restricted stock and restricted stock unit awards of Fortress and subsidiaries of $9.5 million and $10.4 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 1.3 years and 2.5 years, respectively. These amounts does not include restricted stock units which are performance-based and vest upon achievement of certain corporate milestones. Stock-based compensation for these awards will be measured and recorded if and when it is probable that the milestone will be achieved. F-41 Table of Contents Deferred Compensation Plan On March 12, 2015, the Company’s Compensation Committee approved the Deferred Compensation Plan allowing all non-employee directors the opportunity to defer all or a portion of their fees or compensation, including restricted stock and restricted stock units. During the years ended December 31, 2024 and 2023, certain non-employee directors elected to defer an aggregate of approximately 25,000 and 27,000 restricted stock awards, respectively, under this plan. Employee Stock Purchase Plan Eligible employees can purchase the Company’s Common Stock at the end of a predetermined offering period at 85 % of the lower of the fair market value at the beginning or end of the offering period. The ESPP is compensatory and results in stock-based compensation expense. As of December 31, 2024, 0.1 million shares have been purchased and 1.0 million shares are available for future sale under the Company’s ESPP. The Company recognized share-based compensation expense of approximately $ 0.1 million and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to partner companies: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total weighted ​ Weighted average ​ ​ ​ ​ ​ ​ ​ average ​ remaining ​ ​ Number of ​ Weighted average ​ intrinsic ​ contractual life ​ shares exercise price value (years) Outstanding as of December 31, 2023 5,787,288 ​ $ 1.88 ​ $ 7,794,450 4.91 Issued ​ 8,729,746 ​ ​ 2.35 ​ ​ 1,131,912 ​ 4.83 Exercised ​ ( 107,500 ) ​ ​ 1.67 ​ ​ — ​ — Canceled ​ ( 3,333 ) ​ ​ 32.40 ​ ​ — ​ — Outstanding as of December 31, 2024 14,406,201 ​ $ 2.15 ​ $ 2,933,774 4.46 Exercisable as of December 31, 2024 14,406,201 ​ $ 2.15 ​ $ 2,933,774 4.46 ​ In connection with the 2024 Oaktree Note (see Note 9), the Company issued warrants to Oaktree and certain of its affiliates to purchase up to approximately 0.5 million shares of Common Stock at a purchase price of $ 2.0735 per share (the “2024 Oaktree Warrants”). Oaktree is entitled to a reduction in exercise price if, at any time prior to the expiration of the 2024 Oaktree Warrants, the Company issues equity, warrants or convertible notes (collectively known as “Security Instruments”) at a price that is less than 95 % of the market price of the Company’s Common Stock on the trading day prior to the issuance of the Security Instruments. As a result of the September 2024 registered direct offering (see Note 13), the exercise price on the 2024 Oaktree warrants was lowered to $ 1.65 per share, and approximately $ 20,000 was recorded to interest expense. ​ The Company evaluated the accounting treatment of the 2024 Oaktree Warrants and determined that the 2024 Oaktree warrants should be classified in stockholders’ equity. As such, the Company used a Black-Scholes model to value the Oaktree Warrants. Utilizing the following inputs: term of 7 years, volatility of 90.52 %, risk-free rate of return of 4.18 % yielding a value of $ 1.1 million and was recorded as a component of Stockholders’ Equity in the Company’s Condensed Consolidated Balance Sheet. ​ F-42 Table of Contents In connection with the 2020 Oaktree Note (see Note 9), in August 2020 the Company had issued warrants to Oaktree and certain of its affiliates to purchase up to approximately 0.1 million shares of Common Stock at an exercise price of $ 8.14 per share (the “Oaktree Warrants”). The Oaktree Warrants expire on August 27, 2030 and may be net exercised at the holder’s election. Oaktree is entitled to additional warrants if at any time prior to the expiration of the Oaktree Warrants the Company issues equity, warrants or convertible notes (collectively known as “Security Instruments”) at a price that is less than 95 % of the market price of the Company’s Common Stock on the trading day prior to the issuance of the Security Instruments. As a result of the September 2024 registered direct offering (see Note 13), the Company issued an additional 14,450 warrants to Oaktree and adjusted the exercise price of the Oaktree Warrants to $ 7.2392 , and recorded the resulting expense of $ 27,000 to interest expense. ​ The Company filed registration statement No. 333-282384 on Form S-1 to register the resale of the shares of Common Stock issuable upon exercise of the 2024 Oaktree Warrants and the additional Oaktree Warrants, which was declared effective by the SEC on October 7, 2024. ​ Amended and Restated Long-Term Incentive Program (“LTIP”) On July 15, 2015, the stockholders approved the LTIP for the Company’s Chairman, President and Chief Executive Officer, Dr. Rosenwald, and Executive Vice Chairman, Strategic Development, Mr. Weiss. The LTIP consists of a program to grant equity interests in the Company and in the Company’s subsidiaries, and a performance-based bonus program that is designed to compensate LTIP participants based on their responsibilities and for their contributions to the successful achievement of certain corporate goals and objectives of the Company. On January 1, 2024 and 2023, the Compensation Committee granted 216,465 and 81,286 shares each to Dr. Rosenwald and Mr. Weiss, respectively. These equity grants, made in accordance with the LTIP, represent 1 % of total outstanding shares of the Company as of the dates of such grants. Restricted shares granted under the LTIP vest upon (i)(A) the Company achieving a specified increase in market capitalization since the grant date and (B) the participant remaining in service with the Company until (or being involuntarily terminated prior to) July 16, 2025, or (ii) a change in control of the Company, provided the eligible participant remains in service with the Company until the date of such transaction. If the restricted shares have not vested in accordance with the preceding sentence, they will be subject to a repurchase option by the Company at a nominal price for 90 days following the earlier of July 16, 2025 or the participant’s voluntary separation from service with the Company. The fair value of each grant on the grant date was approximately $ 0.7 million for the 2024 grant and $ 0.8 million for the 2023 grant. For the year ended December 31, 2024 and 2023, the Company recorded stock compensation expense related to LTIP grants of approximately $ 6.7 million and $ 5.8 million, respectively, on the Consolidated Statement of Operations. ​ Capital Raises 2024 Shelf On May 17, 2024, the Company filed a shelf registration statement (File No. 333-279516) on Form S-3, which was declared effective on May 30, 2024 (the “2024 Shelf”). As of December 31, 2024, $ 43.1 million of securities were available for sale under the 2024 Shelf, subject to General Instruction I.B.6. of Form S-3, known as the “baby shelf rules,” which limit the number of securities that can be sold under registration statements on Form S-3. However, on July 5, 2024, the board of directors paused the payment of dividends on our Series A Preferred Stock until further notices. As a result, the Company is no longer eligible to use Form S-3 and has lost the ability to use the 2024 Shelf. F-43 Table of Contents Common Stock At the Market Offering For the year ended December 31, 2024, the Company issued approximately 2.0 million shares of common stock at an average price of $ 1.98 per share for net proceeds of $ 3.8 million after deducting aggregate fees of $ 0.1 million. For the year ended December 31, 2023, the Company issued approximately 0.2 million shares of common stock at an average price of $ 9.61 per share for net proceeds of $ 2.2 million after deducting aggregate fees of $ 0.1 million. Equity Offerings and Private Placements In September 2024, Fortress closed a registered direct offering of an aggregate of 3,939,394 shares of its common stock at a purchase price of $ 1.65 per share. In a concurrent private placement, the Company also agreed to issue to the same investors that participated in the registered direct offering warrants to purchase up to 3,939,394 shares of common stock (the “Private Placement Warrants”). The Private Placement Warrants have an exercise price of $ 1.84 per share, are exercisable commencing six months from the date of issuance, and will expire five and one-half years following the date of issuance. In a separate concurrent private placement, Dr. Rosenwald, the Company’s Chairman, President and Chief Executive Officer, purchased 763,359 shares of common stock at a price of $ 1.84 per share, which represented the consolidated closing bid price of the Company’s common stock on the Nasdaq Capital Market on September 19, 2024, and warrants to purchase up to 763,359 shares of common stock, purchased at a price of $ 0.125 per warrant (the “Concurrent Private Placement Warrants”). The Concurrent Private Placement Warrants have an exercise price of $ 1.84 per share, are exercisable commencing six months from the date of issuance, and will expire five and one-half years following the date of issue. Net proceeds to Fortress from the September 2024 registered direct offering and the concurrent private placements, after deducting the placement agent’s fees and other offering expenses and assuming no exercises of the Private Placement Warrants or the Concurrent Private Placement Warrants, were approximately $ 7.3 million. The Company filed a registration statement (No. 333-282384) on Form S-1 to register the resale of the shares of Common Stock issuable upon exercise of the Private Placement Warrants and the Concurrent Private Placement Warrants, which was declared effective by the SEC on October 7, 2024. ​ In connection with the financing consummated by the Company in September 2024, the 5,885,000 warrants issued in the November 2023 equity offering (the “November 2023 Warrants”) had their exercise price reduced to $ 1.65 per share. The November 2023 Warrants contained a one-time exercise price adjustment provision that reduced the exercise price upon the next equity financing at a price lower than the exercise price at issuance which was $ 1.70 per share. ​ In January 2024, Fortress closed a registered direct offering of an aggregate of 3,303,305 shares of its common stock and warrants to purchase up to 3,303,305 shares of its common stock at a combined purchase price of $ 3.33 per share of common stock and accompanying warrant priced at-the-market under Nasdaq rules. The warrants have an exercise price of $ 3.21 per share, were immediately exercisable, and expire five years following the date of issue. Net proceeds to Fortress, after deducting the placement agent’s fees and other offering expenses, were approximately $ 10.1 million. Journey 2022 Shelf Registration Statement and At the Market Offering (the “Journey ATM”) On December 30, 2022, Journey filed a shelf registration statement on Form S-3 (File No. 333-269079 ), which was declared effective by the SEC on January 26, 2023 (the Journey 2022 S-3”). The Journey 2022 S-3 covers the offering, issuance and sale by Journey of up to an aggregate of $ 150.0 million of Journey’s common stock, preferred stock, debt securities, warrants, and units. In connection with the Journey 2022 S-3, Journey has entered into the Sales Agreement with B. Riley, relating to shares of the Journey’s common stock. In accordance with the terms of the Sales Agreement, Journey may offer and sell up to 4,900,000 shares of its common stock, par value $ 0.0001 per share, from time to time through or to B. Riley acting as Journey’s agent or principal. ​ F-44 Table of Contents For the year ended December 31, 2024, Journey issued approximately 1.6 million shares of common stock at an average price of $ 5.19 per share for net proceeds of $ 7.9 million under the Journey ATM after deducting aggregate fees of $ 0.2 million. At December 31, 2024, 2,586,987 shares remain available for issuance under the Journey 2022 S-3. Checkpoint 2023 Shelf Registration Statements In March 2023, Checkpoint filed a registration statement on Form S-3 (File No. 333-270843), which was declared effective May 5, 2023 (the “Checkpoint 2023 S-3”). Under the Checkpoint 2023 S-3, Checkpoint may sell up to a total of $ 150 million of its securities. As of December 31, 2024, approximately $ 65.7 million of the securities remain available for sale through the Checkpoint 2023 S-3. Checkpoint Registered Direct Offerings In November 2024, Checkpoint received approximately $ 9.2 million upon the exercise of existing Series B warrants to purchase 3,256,269 shares of Checkpoint common stock, which warrants were originally issued and sold in a registered direct offering from May 2023 with an exercise price of $ 2.821 per share. The shares of common stock issuable upon the exercise of the warrants were registered under the Checkpoint 2023 S-3. ​ In July 2024, Checkpoint closed on a registered direct offering (the “Checkpoint July 2024 Registered Direct Offering”) for the issuance and sale of an aggregate of 1,230,000 shares of its common stock at a purchase price of $ 2.05 per share. In addition, the offering includes 4,623,659 shares of common stock in the form of pre-funded warrants at a price of $ 2.0499 . In a concurrent private placement, Checkpoint issued and sold common warrants (the “Checkpoint July 2024 Common Stock Warrants”) to purchase up to 5,853,659 shares of common stock. The Checkpoint July 2024 Common Stock Warrants have an exercise price of $ 2.05 per share, will be exercisable after requisite approval of Checkpoint’s stockholders is received, and have a term of exercise of five years from the issuance date. Checkpoint also issued the placement agent warrants to purchase up to 351,220 shares of common stock with an exercise price of $ 2.5625 per share. The total net proceeds from the Checkpoint July 2024 Registered Direct Offering, after deducting placement agent’s fees and other offering expenses, were approximately $ 11.0 million. The shares of common stock and the shares underlying the pre-funded warrants were sold in a registered offering under the Checkpoint 2023 S-3. In August 2024, Checkpoint filed a registration statement on Form S-3 to register the public rsale of the shares of Checkpoint common stock issuable upon exercise of each of the Checkpoint July 2024 Common Stock Warrants and the placement agent warrants, which was declared effective August 30, 2024 (File No. 333-281650). All of the pre-funded warrants from the Checkpoint July 2024 Registered Direct Offering have been fully exercised. ​ In January 2024, Checkpoint closed on a registered direct offering (the “Checkpoint January 2024 Registered Direct Offering”) for the issuance and sale of 1,275,000 shares of its common stock at a purchase price of $ 1.805 per share. In addition, the offering includes pre-funded warrants to purchase 6,481,233 shares of common stock , which were sold at a price of $ 1.8049 . In a concurrent private placement, Checkpoint issued and sold common warrants (the “Checkpoint January 2024 Common Warrants”) to purchase up to 7,756,233 shares of Checkpoint common stock. The Checkpoint January 2024 Common Warrants are exercisable immediately upon issuance and will expire five years following the issuance date and have an exercise price of $ 1.68 per share. Checkpoint also issued the placement agent warrants to purchase up to 465,374 shares of common stock with an exercise price of $ 2.2563 per share. Net proceeds to Checkpoint from the Checkpoint January 2024 Registered Direct Offering were $ 12.6 million after deducting commissions and other transaction costs. The offer and sale of the shares of common stock and the shares underlying the pre-funded warrants were registered for sale under the Checkpoint 2023 S-3. In March 2024, Checkpoint filed a registration statement on Form S-3 to register the public resale of the shares of Checkpoint common stock issuable upon exercise of each of the Checkpoint January 2024 Common Stock Warrants and the placement agent warrants, which was declared effective April 5, 2024 (File No. 333-278397). All of the pre-funded warrants from the Checkpoint January 2024 Registered Direct Offering have been fully exercised. ​ Mustang 2021 Shelf Registration Statement and At-the-Market Offering On April 23, 2021, Mustang filed a shelf registration statement on Form S-3 (File No. 333-255476) (the “Mustang 2021 S-3”), which was declared effective on May 24, 2021. Through the Mustang 2021 S-3, Mustang was able to sell up to a F-45 Table of Contents total of $ 200 million of its securities. In 2024, Mustang sold approximately $ 4.4 million of securities under the Mustang 2021 S-3 until Mustang’s ability to register new offers and sales of securities under such registration statement expired on May 24, 2024. On May 31, 2024, Mustang filed a shelf registration statement on Form S-3 (File No. 333-279891) (the “Mustang 2024 S-3”), which was declared effective on June 12, 2024. Under the Mustang 2024 S-3, Mustang may sell up to a total of $ 40.0 million of its securities. As of December 31, 2024, approximately $ 34.8 million of the Mustang 2024 S-3 remains available for sales of securities, subject to General Instruction I.B.6. of Form S-3. The ability of Mustang to register new offers and sales of securities under the Mustang 2024 S-3 expires on June 12, 2027. On May 31, 2024, Mustang entered into an At-the-Market Offering Agreement (the “Mustang ATM”) relating to the sale of shares of common stock pursuant to the Mustang 2024 S-3. During the year ended December 31, 2024, Mustang issued approximately 0.1 million shares of common stock at an average price of $ 18.78 per share for net proceeds of $ 2.5 million under the Mustang ATM, after deducting aggregate fees of approximately $ 0.1 million. During the year ended December 31, 2023, Mustang issued approximately 1,000 shares (adjusted for reverse split) of common stock at an average price of $ 158.07 per share for net proceeds of $ 0.2 million under the Mustang ATM. Mustang Registered Direct and Equity Offerings, Warrant Inducement and Private Placement In October 2024, Mustang entered into a definitive agreement for the exercise of certain existing warrants to purchase an aggregate of 337,552 shares of its common stock having an exercise price of $ 11.85 per share, originally issued in May 2024. The issuance or resale of the shares of common stock issuable upon exercise of the existing warrants are registered pursuant to an effective registration statement filed by Mustang on Form S-1 (File No. 333-278006). The net proceeds to Mustang from the exercise of the existing warrants were approximately $ 3.6 million, prior to deducting placement agent fees and offering expenses payable by Mustang of $ 0.4 million. In consideration for the immediate exercise of the existing warrants for cash, Mustang issued two new series of unregistered warrants to purchase up to an aggregate of 675,104 shares of common stock. The new warrants have an exercise price of $ 13.50 per share and will be exercisable commencing on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the new warrants (the “Stockholder Approval”). One of the new series of warrants to purchase 337,552 shares of common stock has a term of five years from the Stockholder Approval, and the other new series of warrants to purchase 337,552 shares of common stock has a term of twelve months from the Stockholder Approval. In June 2024, Mustang closed on a registered direct offering of 60,500 shares of common stock at $ 20.50 per share (or common stock equivalent) priced at-the-market under Nasdaq rules and pre-funded warrants to purchase up to 62,100 shares of common stock, at a price per pre-funded warrant equal to $ 20.495 , the price per share of common stock, less $ 0.00 5. The pre-funded warrants have an exercise price of $ 0.005 per share, became exercisable upon issuance and remain exercisable until exercised in full. In a concurrent private placement, Mustang also agreed to issue and sell unregistered warrants to purchase up to 62,100 shares of its common stock, with an exercise price of $ 20.495 per share, exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants and will expire five years from the date of stockholder approval. Net proceeds were approximately $ 2.1 million, after placement agent’s fees and other offering expenses. All of the 62,100 pre-funded warrants have since been exercised. In May 2024, Mustang closed on an equity offering of 23,200 shares of common stock and pre-funded warrants to purchase up to 314,352 shares of common stock (or common stock equivalents in lieu thereof), and three series of 337,552 warrants each for a total of 1,012,656 warrants with a combined equity offering price of $ 11.85 per share (or per share common stock equivalent in lieu thereof) and accompanying warrants with an exercise price of $ 11.85 per share. The Series A-1 warrants have a five-year term, the Series A-2 warrants have a twenty-four month term, and the Series A-3 warrants have a nine month term. The warrants contain customary anti-dilution adjustments to the exercise price, including share splits, share dividends, rights offerings and pro rata distributions. The net proceeds of the equity offering, after deducting the fees and expenses of the placement agent and other offering expenses payable by Mustang was approximately $ 3.2 million. All of the 314,352 pre-funded warrants have since been exercised. F-46 Table of Contents Pursuant to the terms of the Second Amended and Restated Founders Agreement, Mustang owes to Fortress 2.5 % of the aggregate number of shares of Mustang common stock issued in the offerings noted above. Accordingly, Mustang issued 23,450 common shares to Fortress for the year ended December 31, 2024. ​ Avenue 2021 Shelf Registration Statement and At-the-Market Offering In December 2021, Avenue filed a shelf registration statement (File No. 333-261520) on Form S-3 (the “Avenue 2021 S-3”), which was declared effective on December 10, 2021. As of December 31, 2024, approximately $ 2.2 million of the securities were available for sale under the Avenue 2021 S-3, subject to General Instruction I.B.6. of Form S-3. In May 2024, Avenue entered into an At-the-Market Offering Agreement (the “Avenue ATM”) under which Avenue may offer and sell, from time to time at its sole discretion, up to $ 3.9 million of shares of its common stock. The offer and sale of the shares will be made pursuant to a base prospectus forming a part of the Avenue 2021 S-3, and the related prospectus supplement dated May 10, 2024. During the year ended December 31, 2024, Avenue issued 0.6 million shares through the Avenue ATM for net proceeds of $ 1.6 million. Avenue 2024 Warrant Exercises and Private Placement ​ On January 5, 2024, Avenue entered into (i) an inducement offer letter agreement (the “January 2023 Investor Inducement Letter”) with a certain investor (the “January 2023 Investor”) in connection with certain outstanding warrants to purchase up to an aggregate of 25,871 shares of Common Stock, originally issued to the January 2023 Investor on January 31, 2023 (the “January 2023 Warrants”) and (ii) an inducement offer letter agreement (the “November 2023 Investor Inducement Letter Agreement” and, together with the January 2023 Investor Inducement Letter, the “January 2024 Warrant Inducement”) with certain investors (the “November 2023 Investors” and, together with the January 2023 Investor, the “Holders”) in connection with certain outstanding warrants to purchase up to an aggregate of 194,667 shares of Common Stock, originally issued to the November 2023 Investors on November 2, 2023 (the “November 2023 Warrants” and, together with the January 2023 Warrants, the “Existing Warrants”). The January 2023 Warrants had an exercise price of $ 116.25 per share, and the November 2023 Warrants had an exercise price of $ 22.545 per share. ​ Pursuant to the January 2024 Warrant Inducement, (i) the January 2023 Investor agreed to exercise its January 2023 Warrants for cash at a reduced exercise price of $ 22.545 per share and (ii) the November 2023 Investors agreed to exercise their November 2023 Warrants for cash at the existing exercise price of $ 22.545 , in each case in consideration for Avenue’s agreement to issue in a private placement (x) Series A Warrants to purchase up to 220,538 shares of Avenue Common Stock and (y) Series B Warrants to purchase up to 220,538 shares of Avenue Common Stock. The net proceeds to Avenue from the exercise of the warrants was approximately $ 4.5 million, after deducting placement agent fees and estimated offering costs, but without giving effect to the exercise of the Series A Warrants and Series B Warrants issued in the January 2024 Warrant Inducement. ​ The fair value of the Series A Warrants and Series B Warrants was allocated between the January 2023 Warrants and the November 2023 Warrants on a weighted basis, with approximately $ 0.6 million allocated to the January 2023 Warrants and recorded to loss on common stock warrant liabilities in the condensed consolidated statement of operations, and the approximately $ 4.3 million allocated to the November 2023 Warrants deemed to be a dividend. ​ Also in April 2024, Avenue entered into definitive agreements for the immediate exercise of certain of its existing outstanding warrants to purchase an aggregate of 689,680 shares of Avenue’s common stock at a reduced exercise price of $ 6.20 per share (the “May 2024 Warrant Inducement”). The exercised warrants are comprised of warrants to purchase shares of common stock originally issued by Avenue on October 11, 2022, each having an exercise price of $ 116.25 per share, Series A and Series B warrants to purchase shares of common stock originally issued by Avenue on November 2, 2023, each having an exercise price of $ 22.545 per share, and warrants to purchase shares of common stock originally issued by Avenue on January 9, 2024, each having an exercise price of $ 22.545 per share. Total net proceeds to Avenue were approximately $ 3.7 million after deducting placement agent fees and other expenses payable by Avenue. In consideration for the immediate exercise of the warrants for cash in the May 2024 Warrant Inducement, Avenue issued two new unregistered series of warrants (the “Avenue May 2024 Warrants”) to purchase up to a total of 1,379,360 shares F-47 Table of Contents of Avenue common stock for a payment of $ 0.125 per warrant. The Avenue May 2024 Warrants have an exercise price of $ 6.20 per share, and terms of eighteen months for one series and five years for the other series. The fair value of the Avenue May 2024 Warrants of approximately $ 4.5 million is deemed to be a dividend. ​ Pursuant to the Founders Agreement, Avenue issued to Fortress 2.5 % of the aggregate number of shares of Avenue common stock issued in the offerings noted above. Accordingly, Avenue issued 43,772 shares to Fortress for the year ended December 31, 2024. ​ 14. Commitments and Contingencies Leases The Company’s lease portfolio includes leases for our corporate headquarters, office spaces, and a cell manufacturing facility. Most of the Company’s lease liabilities result from the lease of its New York City, NY office, which expires in 2031 and Mustang’s Worcester, MA cell processing facility lease, which expires in 2026 (see Note 20). Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. The Company does not act as a lessor or have any leases classified as financing leases. For the year ended December 31, 2024, Mustang identified triggering events that required an impairment of the asset group consisting of its right-of-use asset and associated leasehold improvements, and the impairment loss was allocated to leasehold improvements and the right-of-use assets based on the relative arrying amounts of the assets (see Note 5), with $ 0.4 million of the impairment allocated to the right-of-use asset group. At December 31, 2024, the Company had operating lease liabilities of $ 17.4 million and right of use assets of $ 13.9 million, which are included in the Company’s Consolidated Balance Sheet. The Company recognizes rent expense on a straight-line basis over the non-cancellable lease term. Rent expense for the years ended December 31, 2024 and 2023 was $ 1.5 million and $ 1.9 million, respectively. The components of lease cost are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2024 ​ 2023 ​ Operating lease cost ​ $ 2,758 ​ $ 3,236 ​ Shared lease costs ​ ( 2,100 ) ​ ​ ( 2,086 ) ​ Variable lease cost ​ 865 ​ ​ 761 ​ Total lease expense ​ $ 1,523 ​ $ 1,911 ​ ​ The following tables summarize quantitative information about the Company’s operating leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) ​ 2024 ​ 2023 ​ Operating cash flows from operating leases ​ $ ( 3,647 ) ​ $ ( 3,549 ) ​ ​ Right-of-use assets exchanged for new operating lease liabilities ​ $ 188 ​ $ 923 ​ ​ Weighted-average remaining lease term – operating leases (years) ​ 3.8 ​ 4.2 ​ ​ Weighted-average discount rate – operating leases ​ 6.3 % 6.5 % ​ ​ F-48 Table of Contents ​ ​ ​ ​ ​ Future Lease ($ in thousands) ​ Liability Year Ended December 31, 2025 ​ 3,533 Year Ended December 31, 2026 ​ 3,272 Year Ended December 31, 2027 ​ ​ 2,923 Year Ended December 31, 2028 ​ ​ 2,967 Other ​ 8,125 Total operating lease liabilities ​ 20,820 Less: present value discount ​ ( 3,447 ) Net operating lease liabilities, short-term and long-term ​ $ 17,373 ​ License Agreements The Company has undertaken to make contingent development and commercial milestone payments to the licensors of its portfolio of drug products and candidates. In addition, the Company shall pay royalties to such licensors based on a percentage of net sales of each drug candidate following regulatory marketing approval. For additional information on future milestone payments and royalties, (see Note 7). ​ ​ Indemnification In accordance with its certificate of incorporation, bylaws and indemnification agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has director and officer insurance to address such claims. The Company and its subsidiaries and partner companies also provide indemnification of contractual counterparties (sometimes without monetary caps) to clinical sites, service providers and licensors. Legal Proceedings In the ordinary course of business, the Company and its subsidiaries may be subject to both insured and uninsured litigation. Suits and claims may be brought against the Company by customers, suppliers, partners and/or third parties (including tort claims for personal injury arising from clinical trials of the Company’s product candidates and property damage) alleging deficiencies in performance, breach of contract, etc., and seeking resulting alleged damages. ​ University of Tennessee Research Foundation v. Caelum Biosciences, Inc. Caelum Biosciences, Inc. (“Caelum”), a former subsidiary of Fortress that was sold to AstraZeneca’s Alexion Pharmaceuticals, Inc. subsidiary (“Alexion”) in October 2021, was the defendant in a lawsuit brought by The University of Tennessee Research Foundation (“UTRF”) captioned as University of Tennessee Research Foundation v. Caelum Biosciences, Inc. , No. 19-cv-00508, which was formerly pending in the United States District Court for the Eastern District of Tennessee (the “UTRF Litigation”). UTRF brought claims against Caelum, for, inter alia , trade secret misappropriation. UTRF primarily alleged that Caelum unauthorizedly used non-patent trade secrets owned by UTRF in the development of Caelum’s 11-1F4 monoclonal antibody, known as CAEL-101. Under the agreement pursuant to which Alexion acquired Caelum (as amended, the “DOSPA”), Fortress had certain indemnification obligations of Caelum pertaining to the UTRF litigation and maintained a consent right over any potential settlements of the UTRF litigation by Caelum. On September 16, 2024, Caelum and UTRF entered into a stipulation with the court pursuant to which UTRF’s claims were dismissed without prejudice; on October 16, 2024, Caelum and UTRF entered into a definitive settlement agreement (the “UTRF-Caelum Settlement Agreement”) pursuant to which UTRF’s claims were dismissed with prejudice and Caelum agreed to make an upfront payment and additional potential milestone-based payments to UTRF. Fortress and the other sellers under the DOSPA are explicit releasees and third party beneficiaries under the UTRF-Caelum Settlement Agreement. In connection with the execution of the UTRF-Caelum Settlement Agreement, Caelum, Alexion and Fortress F-49 Table of Contents entered into an amendment to the DOSPA (the “DOSPA Amendment”), which, inter alia : (1) terminated any continuing indemnification by Fortress and the other sellers under the DOSPA in respect of the UTRF Litigation; (2) reduced the amounts of the potential future earn-out payments potentially owing to the sellers under the DOSPA (including Fortress) from an aggregate amount up to $ 350 million to an aggregate amount up to $ 295 million; (3) released to Caelum all amounts remaining in an escrow fund that had been established at the time of the Alexion acquisition to backstop potential indemnifiable damages, including those incurring under the UTRF Litigation (with 100 % of such released amount constituting reimbursement for legal fees and other expenses incurred by Caelum in defending the UTRF Litigation); and (4) memorialized Fortress’ consent for Caelum to settle the UTRF Litigation. Neither the UTRF-Caelum Settlement Agreement nor the DOSPA Amendment implicates any out-of-pocket payment by Fortress or any other seller under the DOSPA. Fortress remains eligible to receive approximately $ 19 million upon regulatory approval of CAEL-101 and approximately $ 125 million in the aggregate across all remaining regulatory and sales milestones. ​ Journey Loss Recovery ​ In September 2021, Journey was the victim of a business email compromise cybersecurity incident, that affected its accounts payable function and led to approximately $ 9.5 million in wire transfers being misdirected to fraudulent accounts. Journey recorded the loss as a separate component of operating expenses in its 2021 consolidated financial statements. The FBI was able to trace and seize a portion of the fraudulently transferred cryptocurrency. Subsequently, pursuant to a stipulation and order signed by Journey on September 19, 2024, the United Stated District Court Southern District of New York through the United States Marshalls recovered funds of approximately $ 4.6 million on December 4, 2024. The proceeds from the recovery were recorded and classified within Journey’s Consolidated Statements of Operations as a separate component of operating expenses, consistent with the initial recognition of the loss in 2021. ​ 15. Employee Benefit Plan On January 1, 2008, the Company adopted a defined contribution 401(k) plan which allows employees to contribute up to a percentage of their compensation, subject to IRS limitations and provides for a discretionary Company match up to a maximum of 4 % of employee compensation. For the years ended December 31, 2024 and 2023, the Company paid a matching contribution of $ 0.8 million and $ 1.1 million, respectively. ​ 16. Related Party Transactions Founders Agreement and Management Services Agreement The Company has entered into Founders Agreements with each of the Fortress partner companies and subsidiaries listed in the table below. Pursuant to each Founders Agreement, in exchange for the time and capital expended in the formation of each partner company/subsidiary and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, Fortress will loan each such partner company/subsidiary an amount representing the up-front fee required to acquire assets. Each Founders Agreement has a term of 15 years , which upon expiration automatically renews for successive one-year periods unless terminated by the Company or upon a Change in Control (as defined in the Founders Agreement) occurs. In connection with each Founders Agreement the Company received a number of either Class A Preferred shares or Class A Common Stock – see Note 20). The Class A Preferred Stock or Class A Common Stock (such stock, the “Founders Stock”) is identical to common stock other than as to voting rights, conversion rights and the Payment-in-Kind (“PIK”) Dividend right (as described below). Each share of Founders Stock is entitled to vote the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of outstanding common stock and (B) the whole shares of common stock into which the shares of outstanding Founders Stock are convertible and the denominator of which is the number of shares of outstanding Founders Stock. Thus, the Founders Stock will at all times constitute a voting majority. Each share of Founders Stock is convertible, at the holder’s option, into one fully paid and nonassessable share of common stock of such partner company/subsidiary, subject to certain adjustments. The holders of Founders Stock, as a class, are entitled receive on each effective date or “Trigger Date” (defined as the date that the Company first acquired, whether by license or otherwise, ownership rights to a product) of each agreement (each F-50 Table of Contents a “PIK Dividend Payment Date”) and on each anniversary date of such date until the date all outstanding Founders Stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent ( 2.5 %) of such partner company or subsidiary’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. The Company has reached agreements with several of the partner companies and subsidiaries to change the PIK Dividend Interest Payment Date to January 1 of each year - a change that has not and will not result in the issuance of any additional partner company/subsidiary common stock beyond that amount to which the Company would otherwise be entitled absent such change(s). The Company owns 100 % of the Founders Stock of each partner company/subsidiary that has a Founders Agreement with the Company. As additional consideration under the Founders Agreement, each partner company and subsidiary with which the Company has entered into a Founders Agreement will also: (i) pay an equity fee in shares of the common stock of such partner company/subsidiary, payable within five ( 5 ) business days of the closing of any equity or debt financing for each partner company/subsidiary or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in such partner company or subsidiary’s voting equity, equal to two and one-half ( 2.5 %) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent ( 4.5 %) of such partner company or subsidiary’s annual net sales, payable on an annual basis, within ninety ( 90 ) days of the end of each calendar year. In the event of a Change in Control, each such partner company/subsidiary will pay a one-time change in control fee equal to five (5x) times the product of (A) net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent ( 4.5 %) . In the case of Urica, however, the obligation to pay Fortress royalties under the Founders Agreement survives any such Change in Control. ​ The following table summarizes, by subsidiary, the PIK dividends, annual equity fees, and equity fees 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, 2024 and 2023 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PIK Dividend ​ Year Ended December 31, Partner company Date 2024 2023 Avenue ​ January 1 ​ ​ 410 ​ ​ 444 Cellvation October 31 ​ 10 ​ 10 Checkpoint January 1 ​ 8,633 ​ 4,370 Cyprium January 1 ​ 291 ​ 304 Helocyte January 1 ​ 39 ​ 120 Mustang January 1 ​ 940 ​ 591 Oncogenuity May 8 ​ 9 ​ 9 Urica ​ November 25 ​ ​ 514 ​ ​ 502 Fortress ​ ​ ​ ( 10,846 ) ​ ( 6,350 ) Total ​ ​ ​ $ — ​ $ — ​ ​ ​ F-51 Table of Contents Management Services Agreements The Company has entered into Management Services Agreements (the “MSAs”) with certain of its partner companies and subsidiaries. Pursuant to each MSA, the Company’s management and personnel provide advisory, consulting and strategic services to each such partner company/subsidiary for an initial period of five ( 5 ) years (with such initial terms automatically renewing for successive five-year periods unless terminated by the Company or the partner company/subsidiary on at least 90 days’ notice prior to the expiration of any such five-year period). Such services may include, without limitation, (i) advice and assistance concerning any and all aspects of each such company’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of each such company with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Each such partner company/subsidiary is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, such companies are not obligated to take or act upon any advice rendered from Fortress, and Fortress shall not be liable to any such partner company/subsidiary for its actions or inactions based upon Fortress’ advice. Fortress and its affiliates, including all members of Fortress’ Board of Directors, have been contractually exempted from fiduciary duties to each such partner company/subsidiary relating to corporate opportunities. 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 2024 ​ 2023 Avenue 1 ​ February 17, 2015 ​ 250 ​ 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 ​ 500 ​ 500 ​ Oncogenuity ​ February 10, 2017 ​ ​ 500 ​ ​ 500 ​ Urica ​ November 7, 2017 ​ ​ 500 ​ ​ 500 ​ Fortress ​ ​ ​ ( 3,750 ) ​ ( 4,000 ) ​ Consolidated (Income)/Expense ​ ​ ​ $ — ​ $ — ​ ​ Note 1: Avenue’s MSA fee for 2024 was subject to a Subscription and Forgiveness Agreement signed in November 2024. ​ Fees and Stock Issuances Received by Fortress Fees recorded in connection with Fortress’ agreements with its subsidiaries and partner companies are eliminated in consolidation. These include management services fees, issuance of common shares of partner companies in connection with third party raises and annual stock dividend or issuances on the anniversary date of respective Founders Agreements. F-52 Table of Contents Shared Services Agreement with TGTX In July 2015, TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. In connection with the shared services agreement, for the years ended December 31, 2024 and 2023, the Company invoiced TGTX $ 0.9 million and $ 0.4 million, respectively. At December 31, 2024, there was approximately $ 36,000 due from TGTX related to this arrangement. Desk Share Agreement with TGTX The Desk Share Agreement between the Company and TGTX, as amended, requires TGTX to pay 65 % of the average annual rent for the Company’s New York, NY office space. Additionally, the Company has reserved the right to execute desk share agreements with other third parties and those arrangements will affect the cost of the lease actually borne by the Company. Each initial Desk Share Agreement has a term of five years . In connection with the Company’s Desk Share Agreement with TGTX for the New York, NY office space, for the years ended December 31, 2024 and 2023, the Company had paid $ 2.9 million and $ 2.8 million in rent, respectively, and invoiced TGTX approximately $ 1.7 million and $ 1.8 million respectively, for their prorated share of the rent base. At December 31, 2024, there were no amounts due from TGTX related to this arrangement. Avenue Subscription and Forgiveness Agreement ​ On November 13, 2024, the Company entered into a Subscription and Forgiveness Agreement with Avenue, whereby the Company agreed to convert 50 % of a total of $ 0.5 million owed by Avenue under the MSA into newly issued common stock of Avenue and forgive the remaining 50 % of the accrued balance. Therefore, Avenue issued a total of 122,850 shares to the Company based on the closing price of $ 2.035 on the day prior to the execution of the agreement. ​ Avenue September 2023 Private Placement ​ In September 2023, Avenue entered into an arrangement with Fortress and Dr. Lindsay A. Rosenwald (Dr. Rosenwald and Fortress, together, the “Avenue Private Placement Investors”), pursuant to which Avenue agreed to issue and sell 10,227 shares of Avenue common stock for an aggregate purchase price of approximately $ 550,000 in a private placement transaction. The Avenue common shares were purchased at a price per share of $ 53.775 , by the Avenue Private Placement Investors, which was the “consolidated closing bid price” of the Avenue common stock on Nasdaq as of September 7, 2023, in compliance with Nasdaq Listing Rule 5365(c). The net proceeds to Avenue from the private placement were approximately $ 550,000 . Board Services Agreement In December 2016, Checkpoint entered into an advisory agreement effective January 1, 2017 with Caribe BioAdvisors, LLC (“Caribe”), owned by Michael S. Weiss, to provide the advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the agreement, Caribe will be paid an annual cash fee of $ 60,000 , in addition to any and all annual equity incentive grants paid to members of the board. In June 2023, Mr. Weiss assigned the agreement with Checkpoint to Hawkins BioVentures, LLC, also owned by Michael Weiss. For the years ended December 31, 2024 and 2023, Checkpoint recognized approximately $ 153,000 and $ 110,000 in expenses related to the advisory agreement, including approximately $ 93,000 and $ 50,000 in expenses related to annual equity incentive grants. ​ In January 2017, Mustang entered into an advisory agreement effective January 1, 2017 with Caribe BioAdvisors, LLC, owned by Michael S. Weiss, to provide the advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the agreement, Caribe will be paid an annual cash fee of $ 60,000 , in addition to any and all annual equity incentive grants paid to members of the board. For the years ended December 31, 2024 and 2023, Mustang recognized approximately $ 60,000 and $ 110,000 in expenses related to the advisory agreement, respectively, including $ 50,000 in expenses related to annual equity incentive grants in 2023. F-53 Table of Contents ​ Checkpoint Collaborative Agreements with TGTX Checkpoint previously entered into various agreements with TGTX to develop and commercialize certain assets in connection with its licenses, including a collaboration agreement for some of the Dana Farber licensed antibodies, and a sublicense agreement for the Jubilant family of patents. Effective September 30, 2023, Checkpoint and TGTX agreed to mutually terminate both the collaboration agreement and the sublicense agreement. Shared Services Agreement with Journey In November 2021, Journey and the Company entered into an arrangement to share the cost of certain legal, finance, regulatory, and research and development employees. The Company’s Executive Chairman and Chief Executive Officer is the Executive Chairman of Journey. Under the terms of the arrangement, Journey reimburses the Company for the salary and benefit costs associated with these employees based upon actual hours worked on Journey-related projects. In addition, Journey reimburses the Company for various payroll-related costs and selling, general and administrative costs incurred by Fortress for the benefit of Journey. For the year ended December 31, 2024 and 2023, the Company’s employees have provided services to Journey totaling approximately $ 38,000 and $ 0.1 million, respectively. At December 31, 2024, approximately $ 0.6 million is due from Journey, primarily related to reimbursable expenses incurred by Fortress on behalf of Journey. Cyprium 9.375 % Series A Cumulative Redeemable Perpetual Preferred Stock Dividend Obligation Pursuant to a private placement in August 2020, Cyprium sold shares of its 9.375 % Series A Cumulative Redeemable Perpetual Preferred Stock (“Cyprium PPS”); as of December 31, 2024, there are 320,000 shares of Cyprium PPS outstanding. The Cyprium PPS is fully and unconditionally guaranteed by Fortress. Pursuant to the terms of the Cyprium PPS, shareholders on the record date are entitled to receive a monthly cash dividend of $ 0.19531 per share which yields an annual dividend of $ 2.34375 per share. The Cyprium PPS will automatically be redeemed upon the first (and only the first) bona fide, arm’s-length sale of a Priority Review Voucher (a “PRV Sale”) issued by the FDA in connection with the approval of CUTX-101, a product candidate previously developed by Cyprium. Upon the PRV Sale, each share of Cyprium PPS will be automatically redeemed in exchange for a payment equal to twice the $ 25.00 liquidation preference, plus accumulated and unpaid dividends to, but excluding, the redemption date. If a PRV Sale has not occurred by March 31, 2026 (the “Exchange Date), the Cyprium PPS will automatically be exchanged for Fortress Series A Preferred Stock or cash, at the discretion of Fortress. ​ 17. Income Taxes ​ Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The components of the income tax provision are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2024 2023 Current ​ ​ ​ ​ Federal ​ $ 3 ​ $ 33 State ​ 140 ​ 254 Deferred ​ ​ ​ ​ Federal ​ 136 ​ 194 State ​ 33 ​ 39 Total ​ $ 312 ​ $ 521 ​ F-54 Table of Contents For the years ended December 31, 2024 and 2023, income tax expense was $ 0.3 million and $ 0.5 million, respectively, resulting in an effective income tax rate of - 0.2 % and - 0.3 %. The income tax expense in 2024 is primarily due to uncovered deferred tax liabilities with respect to investments in subsidiaries, state income taxes and interest accrued related to a prior years' uncertain tax position. The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carryforwards (“NOL”) in the accompanying consolidated financial statements and has established a valuation allowance of $ 378.0 million against its net deferred tax assets. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The significant components of the Company’s deferred taxes consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ($ in thousands) ​ 2024 ​ 2023 Deferred tax assets: ​ ​ Net operating loss carryforwards ​ $ 232,740 ​ $ 211,329 Amortization of license fees ​ 29,421 ​ 33,996 Amortization of in-process R&D ​ 242 ​ 315 Stock compensation ​ 12,773 ​ 13,184 Lease liability ​ 4,763 ​ 6,477 Accruals and reserves ​ 3,676 ​ 3,897 Tax credits ​ 40,623 ​ 37,894 Startup costs ​ 30 ​ 40 Unrealized gain/loss on investments ​ 48 ​ 55 Section 174 R&D expenditure capitalization ​ ​ 53,510 ​ ​ 59,238 State taxes ​ ​ ( 70 ) ​ ​ 33 Business interest limitation ​ ​ 4,154 ​ ​ 2,880 Reserve on Sales Return, Discount and Bad Debt ​ 2,714 ​ 4,556 Total deferred tax assets ​ 384,624 ​ 373,895 Less: valuation allowance ​ ( 377,965 ) ​ ( 366,375 ) Net deferred tax assets ​ $ 6,659 ​ $ 7,520 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ Section 483 imputed interest ​ $ — ​ $ ( 25 ) Debt issuance costs ​ ​ ( 42 ) ​ ​ ( 297 ) Right of use asset ​ ​ ( 3,800 ) ​ ​ ( 5,289 ) Basis in subsidiary ​ ( 3,219 ) ​ ( 2,142 ) Total deferred tax liabilities, net ​ $ ( 402 ) ​ $ ( 233 ) ​ F-55 Table of Contents A reconciliation of the statutory tax rates and the effective tax rates is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2024 2023 Percentage of pre-tax income: ​ ​ ​ U.S. federal statutory income tax rate 21.0 % 21.0 % State taxes, net of federal benefit 4.2 % 10.6 % Credits 1.8 % 3.1 ​ Non-deductible items ( 0.5 ) % ( 0.9 ) % Provision to return ( 3.7 ) % ( 0.7 ) % Stock based compensation shortfall ( 0.4 ) % ( 2.0 ) % Change in state rate ( 8.2 ) % 4.1 % Change in valuation allowance ( 9.6 ) % ( 31.5 ) % Change in subsidiary basis ( 1.0 ) % ( 1.0 ) % Deconsolidation/dissolution of subsidiaries ​ — % ( 2.4 ) % Adjustment for warrants ​ ( 0.1 ) % 0.9 % Section 162(m) compensation disallowance ​ ( 3.5 ) % ( 1.2 ) % Other ( 0.2 ) % ( 0.3 ) % Effective income tax rate ( 0.2 ) % ( 0.3 ) % ​ The Company files a consolidated income tax return with subsidiaries for which the Company has an 80 % or greater ownership interest. Subsidiaries and partner companies for which the Company does not have an 80 % or more ownership are not included in the Company’s consolidated income tax group and file their own separate income tax return. As a result, certain corporate entities included in these financial statements are not able to combine or offset their taxable income or losses with other entities’ tax attributes. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of all positive and negative evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Realization of the deferred tax assets is substantially dependent on the Company’s ability to generate sufficient taxable income within certain future periods. Management has considered the Company’s history of cumulative tax and book losses incurred since inception, and the other positive and negative evidence, and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets as of December 31, 2024 and 2023. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2024 and 2023. The valuation allowance increased by a net $ 11.6 million during the current year. The Company has incurred net operating losses (“NOLs”) since inception. At December 31, 2024, the Company had federal NOLs of $ 802.4 million, which will begin to expire in the year 2032 , state NOLs of $ 1,027.7 million, which will begin to expire in 2026 , and federal income tax credits of $ 36.6 million and state income tax credits of $ 5.1 million, which will begin to expire in 2028 . Approximately $ 606.9 million of the federal NOLs and $ 17.3 million of the state NOLs can be carried forward indefinitely. Under the provisions of Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change”, as defined therein, is subject to limitations on its use of pre-change NOLs and income tax credits carryforwards to offset future tax liabilities. It appears the Company underwent previous ownership changes potentially limiting its use of tax attributes. The Company has recorded a full valuation allowance on all of its deferred tax assets, as it believes that it is more likely than not that the deferred tax assets will not be realized regardless of whether an “ownership change” has occurred. In accordance with the provisions related to accounting for uncertainty in income taxes, the Company recognizes the benefit of tax position if the position is “more likely than not” to prevail upon examination by the relevant tax authority. The table below sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits: For the year ended December 31, 2024, the company has $ 3.2 million of unrecognized tax benefits. If the $ 3.2 million of unrecognized tax benefits is recognized, approximately $ 0.7 million would affect the effective tax rate. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s recognized tax positions F-56 Table of Contents will significantly increase or decrease within the next 12 months. At this time, the estimate of the range of the reasonably possible outcomes cannot be made. The Company classifies interest and penalties related to uncertain tax positions as income tax expense. The Company has accrued for $ 0.2 million and approximately $ 0.1 million of such interest as of December 31, 2024 and 2023, respectively. No penalties have been accrued for. The NOLs from tax years 2010 through 2023 remain open to examination (and adjustment) by the Internal Revenue Service and state taxing authorities. In addition, federal tax years ending December 31, 2021, 2022 and 2023 are open for assessment of federal taxes. The expiration of the statute of limitations related to the various state income and franchise tax returns varies by state. ​ 18. Segment Information The Company’s reportable segments for operating income (loss) for the years ending December 31, 2024 and 2023 consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 Journey ​ Avenue ​ Checkpoint ​ Mustang ​ Fortress 1 ​ Consolidated Product revenue, net ​ $ 55,134 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 55,134 Collaboration revenue ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,500 ​ ​ 1,500 Revenue - related party ​ ​ — ​ ​ — ​ ​ 41 ​ ​ — ​ ​ — ​ ​ 41 Other revenue ​ ​ 1,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,000 Net revenue ​ ​ 56,134 ​ ​ — ​ ​ 41 ​ ​ — ​ ​ 1,500 ​ ​ 57,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods - (excluding amortization of acquired intangible assets) ​ 20,879 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 20,879 Amortization of acquired intangible assets ​ 3,424 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 3,424 Research and development ​ ​ 9,857 ​ ​ 6,645 ​ ​ 36,152 ​ ​ 8,418 ​ ​ ( 4,443 ) ​ ​ 56,629 Research and development - licenses acquired ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 252 ​ ​ 252 Selling, general and administrative ​ ​ 40,204 ​ ​ 4,638 ​ ​ 20,063 ​ ​ 4,135 ​ ​ 18,691 ​ ​ 87,731 Loss recovery ​ ​ ( 4,553 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,553 ) Asset impairment ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,692 ​ ​ — ​ ​ 3,692 Total operating expenses ​ ​ 69,811 ​ ​ 11,283 ​ ​ 56,215 ​ ​ 16,245 ​ ​ 14,500 ​ ​ 168,054 Loss from operations ​ ​ ( 13,677 ) ​ ​ ( 11,283 ) ​ ​ ( 56,174 ) ​ ​ ( 16,245 ) ​ ​ ( 13,000 ) ​ ​ ( 110,379 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Income ​ ​ 757 ​ ​ 176 ​ ​ 11 ​ ​ 184 ​ ​ 1,555 ​ ​ 2,683 Interest expense and financing fee ​ ​ ( 2,700 ) ​ ​ — ​ ​ — ​ ​ ( 5 ) ​ ​ ( 10,822 ) ​ ​ ( 13,527 ) (Gain) loss on common stock warrant liabilities ​ ​ 1,125 ​ ​ ( 589 ) ​ ​ ( 73 ) ​ ​ — ​ ​ ( 1,101 ) ​ ​ ( 638 ) Other income (expense) ​ ​ ( 116 ) ​ ​ — ​ ​ ( 4 ) ​ ​ 314 ​ ​ 1,124 ​ ​ 1,318 Total other income (expense) ​ ​ ( 934 ) ​ ​ ( 413 ) ​ ​ ( 66 ) ​ ​ 493 ​ ​ ( 9,244 ) ​ ​ ( 10,164 ) Loss before income tax expense ​ ​ ( 14,611 ) ​ ​ ( 11,696 ) ​ ​ ( 56,240 ) ​ ​ ( 15,752 ) ​ ​ ( 22,244 ) ​ ​ ( 120,543 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense benefit ​ ​ 61 ​ ​ — ​ ​ — ​ ​ — ​ ​ 251 ​ ​ 312 Segment net loss ​ $ ( 14,672 ) ​ $ ( 11,696 ) ​ $ ( 56,240 ) ​ $ ( 15,752 ) ​ $ ( 22,495 ) ​ $ ( 120,855 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to NCI ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 74,858 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Fortress ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 45,997 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intersegment activity 2 : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ — ​ $ 329 ​ $ 7,638 ​ $ 861 ​ $ ( 8,828 ) ​ $ — Selling, general and administrative ​ $ — ​ $ 331 ​ $ 1,495 ​ $ 579 ​ $ ( 2,405 ) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Significant Items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense ​ $ — ​ $ — ​ $ — ​ $ 671 ​ $ 369 ​ $ 1,040 Additions to intangible assets ​ $ 15,000 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 15,000 Segment Assets ​ $ 80,241 ​ $ 2,672 ​ $ 7,471 ​ $ 9,308 ​ $ 44,531 ​ $ 144,223 Stock-based compensation - research & development ​ $ 508 ​ $ 269 ​ $ 5,248 ​ $ ( 650 ) ​ $ 1,746 ​ $ 7,121 Stock-based compensation - Selling, general and administrative ​ $ 5,590 ​ $ 967 ​ $ 10,004 ​ $ 200 ​ $ 8,737 ​ $ 25,498 F-57 Table of Contents ​ Note 1: Includes Fortress and private subsidiaries primarily funded by Fortress, including Cellvation, Cyprium, Helocyte, Oncogenuity and Urica; and intercompany eliminations. Note 2: Intersegment activity consists of PIK Dividends and MSA and equity fees paid by the subsidiaries to Fortress, see Note 16. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 Journey ​ Avenue ​ Checkpoint ​ Mustang ​ Fortress 1 ​ Consolidated Product revenue, net ​ $ 59,662 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 59,662 Collaboration revenue ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,229 ​ ​ 5,229 Revenue - related party ​ ​ — ​ ​ — ​ ​ 103 ​ ​ — ​ ​ — ​ ​ 103 Other revenue ​ ​ 19,519 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,519 Net revenue ​ ​ 79,181 ​ ​ — ​ ​ 103 ​ ​ — ​ ​ 5,229 ​ ​ 84,513 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods - (excluding amortization of acquired intangible assets) ​ 22,893 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 22,893 Amortization of acquired intangible assets ​ 3,767 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 3,767 Research and development ​ ​ 7,541 ​ ​ 6,131 ​ ​ 43,566 ​ ​ 40,513 ​ ​ 3,996 ​ ​ 101,747 Research and development - licenses acquired ​ ​ — ​ ​ 4,230 ​ ​ — ​ ​ 527 ​ ​ ( 433 ) ​ ​ 4,324 Selling, general and administrative ​ ​ 43,910 ​ ​ 4,179 ​ ​ 8,685 ​ ​ 8,220 ​ ​ 25,987 ​ ​ 90,981 Asset impairment ​ ​ 3,143 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,143 Total operating expenses ​ ​ 81,254 ​ ​ 14,540 ​ ​ 52,251 ​ ​ 49,260 ​ ​ 29,550 ​ ​ 226,855 Loss from operations ​ ​ ( 2,073 ) ​ ​ ( 14,540 ) ​ ​ ( 52,148 ) ​ ​ ( 49,260 ) ​ ​ ( 24,321 ) ​ ​ ( 142,342 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Income ​ ​ 322 ​ ​ 126 ​ ​ 84 ​ ​ 850 ​ ​ 1,621 ​ ​ 3,003 Interest expense and financing fee ​ ​ ( 1,698 ) ​ ​ ( 332 ) ​ ​ — ​ ​ ( 4,109 ) ​ ​ ( 9,176 ) ​ ​ ( 15,315 ) Gain (loss) on common stock warrant liabilities ​ ​ — ​ ​ 4,258 ​ ​ 217 ​ ​ — ​ ​ ( 51 ) ​ ​ 4,424 Other (Income) expense ​ ​ ( 183 ) ​ ​ — ​ ​ — ​ ​ 917 ​ ​ ( 4,137 ) ​ ​ ( 3,403 ) Total other (Income) expense ​ ​ ( 1,559 ) ​ ​ 4,052 ​ ​ 301 ​ ​ ( 2,342 ) ​ ​ ( 11,743 ) ​ ​ ( 11,291 ) Loss before income tax expense ​ ​ ( 3,632 ) ​ ​ ( 10,488 ) ​ ​ ( 51,847 ) ​ ​ ( 51,602 ) ​ ​ ( 36,064 ) ​ ​ ( 153,633 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax (expense) benefit ​ ​ 221 ​ ​ — ​ ​ — ​ ​ — ​ ​ 300 ​ ​ 521 Segment net loss ​ $ ( 3,853 ) ​ $ ( 10,488 ) ​ $ ( 51,847 ) ​ $ ( 51,602 ) ​ $ ( 36,364 ) ​ $ ( 154,154 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to NCI ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93,517 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Fortress ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 60,637 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intersegment Activity 2 : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ — ​ $ 521 ​ $ 3,419 ​ $ 250 ​ $ ( 4,190 ) ​ $ — Research and development - licenses acquired ​ $ — ​ $ — ​ $ — ​ $ 477 ​ $ ( 477 ) ​ $ — Selling, general and administrative ​ $ — ​ $ 422 ​ $ 1,452 ​ $ 364 ​ $ ( 2,239 ) ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Significant Items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense ​ $ — ​ $ — ​ $ — ​ $ 1,860 ​ $ 370 ​ $ 2,230 Segment assets ​ $ 76,849 ​ $ 1,850 ​ $ 5,378 ​ $ 17,742 ​ $ 65,707 ​ $ 167,526 Stock-based compensation - research & development ​ $ 110 ​ $ 199 ​ $ 1,169 ​ $ 132 ​ $ 1,624 ​ $ 3,234 Stock-based compensation - Selling, general and administrative ​ $ 2,496 ​ $ 707 ​ $ 1,728 ​ $ 436 ​ $ 8,428 ​ $ 13,795 ​ F-58 Table of Contents Note 1: Includes Fortress and private subsidiaries primarily funded by Fortress: Aevitas (until April 2023), Cellvation, Cyprium, Helocyte, Oncogenuity and Urica; and intercompany eliminations. Note 2: Intersegment activity consists of PIK Dividends and MSA and equity fees paid by the subsidiaries to Fortress, see Note 16 . ​ ​ 19. Revenues from Contracts and Significant Customers Disaggregation of Total Revenues All of Journey’s product revenues are recorded in the U.S. During 2023, Journey received a one-time upfront license payment totaling $ 19.0 million from Maruho Ltd., its exclusive licensing partner in Japan (“Maruho”), under the license agreement Journey entered into with Maruho, dated August 31, 2023 (the “New License Agreement”) in which it granted Maruho exclusive rights to Qbrexza in Korea and other Asian countries. The Company’s collaboration revenue is from Cyprium’s agreement with Sentynl (see Note 3). The Company’s revenue - related party is from Checkpoint’s collaborations with TGTX (see Note 16). ​ The table below summarizes the Company’s revenue for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ($ in thousands) 2024 2023 Qbrexza ​ $ 25,114 ​ $ 25,410 Accutane ​ ​ 19,407 ​ ​ 20,168 Amzeeq ​ ​ 5,009 ​ ​ 6,201 Zilxi ​ ​ 1,643 ​ ​ 1,962 Other / legacy product revenue ​ ​ 3,961 ​ ​ 5,921 Collaboration revenue ​ ​ 1,500 ​ ​ 5,229 Revenue – related party ​ 41 ​ 103 Other revenue ​ ​ 1,000 ​ 19,519 Total net revenue ​ $ 57,675 ​ $ 84,513 ​ Other revenue for the year ended December 31, 2024, reflects a $ 1.0 million milestone payment from Cutia triggered by the marketing approval Cutia received in the fourth quarter of 2024 for topical 4% minocycline foam in China (see Note 7) . Other revenue for the year ended December 31, 2023 , includes $ 0.5 million of royalties on sales of Rapifort in Japan from our licensing partner Maruho, from Maruho, and also reflects a net $ 19.0 million payment from Maruho under the New License Agreement (see Note 7). Significant Customers For the years ended December 31, 2024 and 2023, none of Journey’s Dermatology Products customers individually accounted for more than 10.0% of its total gross product revenue. For the year ended December 31, 2024, one of Journey’s Dermatology Products customers accounted for more than 10% of its total accounts receivable balance at 10.3 %. For the year ended December 31, 2023, one of Journey’s Dermatology Products customers accounted for more than 10% of its total accounts receivable balance at 13.0 %. 20. Subsequent Events Checkpoint Merger Agreement ​ On March 9 , 2025, Checkpoint entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Pharmaceutical Industries, Inc., a Delaware corporation (“Sun Pharma” or “Parent”), and Snoopy Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Parent, Merger Sub and Checkpoint will effect F-59 Table of Contents a merger of Merger Sub with and into Checkpoint (the “Merger”), with Checkpoint continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock and each share of Class A common stock of Checkpoint (collectively, the “Shares”) (including each unvested Checkpoint restricted share) outstanding immediately prior to the Effective Time will be canceled and cease to exist and be converted into the right to receive (i) $ 4.10 in cash, without interest (the “Common Cash Amount”), and (ii) one non-tradable contingent value right (a “CVR”), which will represent the right to receive a contingent cash payment of up to $ 0.70 upon the achievement of specified milestones, subject to and in accordance with the terms and conditions set forth in a Contingent Value Rights Agreement, substantially in the form attached as Exhibit B to the Merger Agreement (the “CVR Agreement”), as further described below (the foregoing clauses (i) and (ii), the “Merger Consideration”), in each case subject to applicable withholding taxes. Consummation of the Merger is subject to customary closing conditions, including, but not limited to: (i) the adoption of the Merger Agreement and approval of the Merger by (a) the affirmative vote of the holders of at least a majority of the outstanding Shares beneficially owned by Checkpoint stockholders other than (1) Fortress and its controlled affiliates (other than Checkpoint ), (2) the members of the Checkpoint board of directors (the “Checkpoint Board ”) (and their controlled affiliates, if any) and (3) any person that Checkpoint has determined to be an “officer” of Checkpoint within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (the “Unaffiliated Checkpoint Stockholders”), and (b) the affirmative vote of the holders of a majority in voting power of outstanding the Shares; (ii) expiration or early termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, without the imposition of any burdensome condition; (iii) absence of any law or order prohibiting or making illegal the consummation of the Merger ; and (iv) no Checkpoint material adverse effect having occurred that is continuing. The consummation of the Merger is also conditioned upon each of the Support Agreement , the Transition Services Agreement , the Royalty Agreement , and the CVR Agreement (in each case, as defined below) being in full force and effect. The Merger Agreement contains customary representations, warranties and covenants made by each of Parent, Checkpoint and Merger Sub, including, among others customary covenants regarding the operation of the business of Checkpoint prior to the Effective Time , and “no-shop” restrictions regarding certain alternative acquisition proposals or discussions with third parties. The Merger Agreement includes customary termination rights for the parties, including that, subject to certain limitations, Checkpoint or Parent may terminate the Merger Agreement prior to the Effective Time if: (i) a governmental body issues or enacts a final and non-appealable order, injunction or other legal requirement prohibiting or making illegal the consummation of the Merger, (ii) if the Effective Time has not occurred on or prior to 11:59 p.m. Eastern Time on September 5, 2025 or (iii) the stockholders of Checkpoint fail to adopt the Merger Agreement by the requisite majorities at a meeting of Checkpoint’s stockholders at which a vote on the Merger is conducted. Checkpoint may terminate the Merger Agreement in certain additional limited circumstances, including to allow Checkpoint to enter into an agreement providing for an alternative acquisition transaction that constitutes a Superior Proposal (as defined in the Merger Agreement). Parent may terminate the Merger Agreement in certain additional limited circumstances, including if the Checkpoint Board , or any committee thereof, including the Special Committee of the Checkpoint Board, withdraws, withholds, amends or qualifies or modifies, in each case, in a manner adverse to Parent or Merger Sub, its recommendation that the stockholders of Checkpoint vote to adopt the Merger Agreement and approve the Merger. Upon termination of the Merger Agreement under certain specified circumstances, Checkpoint will be required to pay Parent a termination fee (the “Checkpoint Termination Fee”) of $ 12.5 million . Specifically, the Checkpoint Termination Fee is payable if (i) the Merger Agreement is terminated in certain circumstances; (ii) prior to such termination (but after the date of the Merger Agreement) a bona fide proposal for an alternative acquisition transaction has been publicly disclosed or otherwise made to the Checkpoint Board and not publicly withdrawn (if made publicly); and (iii) within one year of such termination, Checkpoint subsequently consummates an alternative acquisition transaction or enters into a definitive agreement providing for an alternative acquisition transaction and such transaction is ultimately consummated. F-60 Table of Contents The Checkpoint Termination Fee will also be payable if the Merger Agreement is terminated: (a) by Parent, if Checkpoint Board , or any committee thereof, including the Special Committee of the Checkpoint Board, withdraws, withholds, amends or qualifies or modifies, in each case, in a manner adverse to Parent or Merger Sub, its recommendation that the stockholders of Checkpoint vote to adopt the Merger Agreement and approve the Merger; or (b) by Checkpoint in order to enter into an agreement providing for an alternative acquisition transaction that constitutes a Superior Proposal. CVR Agreement Pursuant to the Merger Agreement, as of or prior to the Effective Time, Parent and a rights agent (the “Rights Agent”) will enter into the CVR Agreement governing the terms of the CVRs issued in connection with the Merger. The Rights Agent will maintain an up-to-date register of the holders of CVRs (the “Holders”). Holders shall not be permitted to transfer the CVRs (subject to certain limited exceptions as set forth in the CVR Agreement). Each CVR represents the right to receive one of the following contingent cash payments, without interest, subject to any applicable withholding taxes (such applicable payment, the “Milestone Payment”), conditioned upon the achievement of the corresponding milestone condition within the following specified time periods: (i) $ 0.70 , if the Milestone (as defined below) is first achieved on or prior to the date that is 12 months prior to Milestone Deadline Date (as defined below) and the applicable regulatory approval provides for a dosing schedule of once every three weeks, (ii) $ 0.45 , if the Milestone is first achieved on or prior to the date that is 12 months prior to the Milestone Deadline Date and the applicable regulatory approval provides for a dosing schedule that is more frequent than once every three weeks, (iii) $ 0.45 , if the Milestone is first achieved after the date that is 12 months prior to the Milestone Deadline Date but on or prior to the Milestone Deadline Date, and the applicable regulatory approval provides for a dosing schedule of once every three weeks, or (iv) $ 0.20 , if the Milestone is first achieved after the date that is 12 months prior to the Milestone Deadline Date but on or prior to the Milestone Deadline Date, and the applicable regulatory approval provides for a dosing schedule that is more frequent than once every three weeks. As used in the CVR Agreement, (a) the “Milestone Deadline Date” means the date that is 36 months after the date on which a marketing authorization application or equivalent for cosibelimab receives a positive validation outcome by the European Medicines Agency (the “EMA”) and (b) the “Milestone” means the receipt of regulatory approval of (i) cosibelimab in the European Union pursuant to the centralized approval procedure or (ii) any of Germany, France, Italy, Spain or the United Kingdom. Parent (directly or through its affiliates) is obligated to use, and to obligate its licensees to use, certain specified commercially reasonable efforts to (i) file a marketing authorization application for cosibelimab with the EMA within 12 months of the Closing Date or, to the extent any feedback or communications from, or expectations or requirements of, the EMA (including additional trial requirements) make it impracticable or inadvisable to file such marketing authorization application within such time period, as promptly thereafter as practicable, and (ii) achieve the Primary Milestone (as defined in the CVR Agreement) in its then-maximum value as promptly as practicable (including timely filing any appeals and curing any deficiencies identified in a relevant marketing authorization application by the relevant regulatory authority). Parent’s obligations to use such commercially reasonable efforts terminates on the earlier of (a) the Milestone Deadline Date and (b) the achievement of the Milestone. There can be no assurance that the Milestone will be achieved on or before the Milestone Deadline Date, or that any Milestone Payments will be made. Support Agreement Concurrently with the execution of the Merger Agreement , Checkpoint entered into a Support Agreement (the “ Support Agreement ”) with Parent and Fortress. Under the terms of the Support Agreement, Fortress has agreed to, among other F-61 Table of Contents things, during the term of the Support Agreement , (i) vote its Shares in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement , and against any acquisition proposal or any action, proposal, agreement, transaction or arrangement that is intended, or would reasonably be expected, to result in a material breach of a covenant, representation or warranty or any obligation of Checkpoint under the Merger Agreement or any of the conditions to Checkpoint ’s obligations under the Merger Agreement not being fulfilled or satisfied, (ii) not transfer its Shares (subject to certain exceptions), and (iii) waive and not to exercise any appraisal rights in respect of such Shares that may arise with respect to the Merger and not to commence or participate in, any class action or legal action (a) challenging the validity of, or seeking to enjoin or delay the operation of any provision of the Merger Agreement or (b) with respect to claims against the Checkpoint Board , or any committee thereof, Parent of Merger Sub relating to the Merger Agreement or the transactions contemplated thereby. Under the Support Agreement , subject to the occurrence of the Effective Time , Fortress also agreed to forgo any further payment, dividend or distribution, or issuance or transfer of securities by Checkpoint on or after the date of the Support Agreement pursuant to the Amended and Restated Founders Agreement, dated as of July 11, 2016, between Fortress and Checkpoint and certain other agreements between Fortress and Checkpoint. The Support Agreement also includes certain representations and warranties and covenants of Fortress to Parent, including certain restrictive covenants that apply to Fortress following the Effective Time . As of March 9, 2025, Fortress beneficially owned an aggregate of approximately 11.2 % of the outstanding Shares (consisting of 6,222,249 shares of common stock and 700,000 shares of Class A common stock) and controlled a majority of the outstanding voting power of Checkpoint ’s capital stock through its ownership of all outstanding shares of Checkpoint ’s Class A common stock. The Support Agreement will terminate upon termination of the Merger Agreement , the Effective Time and certain other specified events. Royalty Agreement Concurrently with the execution of the Merger Agreement , Checkpoint entered into a Royalty Agreement (the “ Royalty Agreement ”) with Parent and Fortress pursuant to which following, and subject to the occurrence of, the Effective Time, Fortress will receive a royalty interest right based on worldwide net sales of certain products of Checkpoint and Parent. The royalty interest right represents the right to receive quarterly cash payments of 2.5 % of net sales of such products during the time period set forth in the Royalty Agreement. Transition Services Agreement Pursuant to the Merger Agreement, as of or prior to the Effective Time, Checkpoint and Fortress will enter into a Transition Services Agreement (the “Transition Services Agreement”), pursuant to which, from and after the Effective Time, Fortress would provide Checkpoint with certain transition services as set forth in the Transition Services Agreement, for the period of time and in exchange for the compensation set forth therein. March 2025 Warrant Exercise – Checkpoint In March 2025, Checkpoint received approximately $ 36.0 million from the exercise of warrants for the issuance of 21,691,003 shares of common stock with an average exercise price of $ 1.66 per share. F-62 Table of Contents February 2025 Public Offering - Mustang In February 2025, Mustang closed on an equity offering of 2,657,807 shares of common stock (or common stock equivalent in lieu thereof ) and Series C-1 warrants to purchase up to 2,657,807 shares of common stock and Series C-2 warrants to purchase up to 2,657,807 shares of common stock at a combined public offering price of $ 3.01 per share (or per common stock equivalent in lieu thereof). The warrants have an exercise price of $ 3.01 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants. The Series C-1 warrants will expire five years from the date of stockholder approval and the Series C-2 warrants will expire twenty-four months from the date of stock holder approval. The warrants contain customary anti-dilution adjustments to the exercise price, including share splits, share dividends, rights offerings and pro rata distributions. The net proceeds of the equity offering, after deducting the fees and expenses of the placement agent and other offering expenses payable by Mustang were $ 6.9 million. ​ Lease Amendment – Mustang ​ In February 2025, Mustang concurrently exited the lease of its manufacturing facility in Worcester, Massachusetts, relocating their corporate headquarters to 95 Sawyer Road, Waltham, Massachusetts, and divested certain fixed assets including furniture and equipment to AbbVie Bioresearch Center, Inc. for $ 1.0 million. ​ ​ ​ ​ ​ F-63 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ Fortress Biotech, Inc. ​ ​ ​ ​ ​ March 31, 2025 ​ By: /s/ Lindsay A. Rosenwald, M.D. ​ Lindsay A. Rosenwald, M.D. ​ Chairman, President and Chief Executive Officer (Principal Executive Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ Signature Title Date /s/ Lindsay A. Rosenwald, M.D. Chairman of the Board of Directors, President and Chief March 31, 2025 Lindsay A. Rosenwald, M.D. Executive Officer ( Principal Executive Officer ) /s/ David Jin Chief Financial Officer March 31, 2025 David Jin ( Principal Financial Officer and Principal Accounting Officer ) /s/ Michael S. Weiss Executive Vice Chairman, Strategic Development and March 31, 2025 Michael S. Weiss Director /s/ Jimmie Harvey, Jr., M.D. Director March 31, 2025 Jimmie Harvey, Jr., M.D. /s/ Malcolm Hoenlein Director March 31, 2025 Malcolm Hoenlein /s/ Dov Klein Director March 31, 2025 Dov Klein /s/ J. Jay Lobell Director March 31, 2025 J. Jay Lobell ​ ​ ​ ​ ​ /s/ Kevin L. Lorenz, J.D. Director March 31, 2025 Kevin Lorenz ​ ​ ​ ​ ​ /s/ Lucy Lu, M.D. Director March 31, 2025 Lucy Lu, M.D. ​ ​ ​ ​ ​ ​ ​ ​ ​ 92