Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 12, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Fortress Biotech, Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Central Index Key | 0001429260 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Trading Symbol | FBIO | ||
Entity Public Float | $ 71,367,503 | ||
Entity Common Stock, Shares Outstanding | 78,458,755 | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 136,858 | $ 65,508 |
Accounts receivable (net of allowance for doubtful accounts of $100 and $0 at December 31, 2019 and December 31, 2018, respectively) | 13,539 | 5,498 |
Short-term investments (certificates of deposit) | 0 | 17,604 |
Inventory | 857 | 678 |
Other receivables - related party | 865 | 2,095 |
Prepaid expenses and other current assets | 4,133 | 6,735 |
Current assets held for sale | 0 | 13,089 |
Total current assets | 156,252 | 111,207 |
Property and equipment, net | 12,433 | 12,019 |
Operating lease right-of-use asset, net | 21,480 | 0 |
Restricted cash | 16,574 | 16,074 |
Long-term investment, at fair value | 11,148 | 0 |
Intangible asset, net | 7,377 | 1,417 |
Other assets | 1,158 | 276 |
Total assets | 226,422 | 140,993 |
Current liabilities | ||
Accounts payable and accrued expenses | 35,451 | 34,067 |
Accounts payable and accrued expenses - related party | 0 | 149 |
Interest payable | 1,042 | 1,232 |
Interest payable - related party | 92 | 97 |
Notes payable, short-term (net of debt discount of $0 and $336 at December 31, 2019 and December 31, 2018, respectively) | 7,220 | 9,164 |
Partner company convertible note, short-term, at fair value | 0 | 9,914 |
Operating lease liabilities - short-term | 1,784 | 0 |
Derivative warrant liability | 27 | 991 |
Total current liabilities | 45,616 | 55,614 |
Notes payable, long-term (net of debt discount of $5,086 and $4,567 at December 31, 2019 and December 31, 2018, respectively) | 77,436 | 60,425 |
Operating lease liabilities - long-term | 23,712 | 0 |
Other long-term liabilities | 7,126 | 5,211 |
Total liabilities | 153,890 | 121,250 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.001 par value, 15,000,000 authorized, 5,000,000 designated Series A shares, 1,341,167 and 1,000,000 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively; liquidation value of $25.00 per share | 1 | 1 |
Common stock, $.001 par value, 100,000,000 shares authorized, 74,027,425 and 57,845,447 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 74 | 58 |
Common stock issuable, 251,337 and 744,322 shares as of December 31, 2019 and December 31, 2018, respectively | 500 | 659 |
Additional paid-in-capital | 461,874 | 397,408 |
Accumulated deficit | (436,234) | (396,274) |
Total stockholders' equity attributed to the Company | 26,215 | 1,852 |
Non-controlling interests | 46,317 | 17,891 |
Total stockholders' equity | 72,532 | 19,743 |
Total liabilities and stockholders' equity | $ 226,422 | $ 140,993 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Consolidated Balance Sheets | ||
Allowance for Doubtful Accounts Receivable, Current | $ 100 | $ 0 |
Debt Instrument, Unamortized Discount, Current | 0 | 336 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 5,086 | $ 4,567 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred Stock Shares Designated | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 1,341,167 | 1,000,000 |
Preferred Stock, shares outstanding | 1,341,167 | 1,000,000 |
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 74,027,425 | 57,845,447 |
Common Stock, shares outstanding | 74,027,425 | 57,845,447 |
Common Stock, Shares Subscribed but Unissued | 251,337 | 744,322 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Product revenue, net | $ 34,921 | $ 23,376 |
Revenue - from a related party | 1,708 | 3,506 |
Net revenue | 36,629 | 26,882 |
Operating expenses | ||
Cost of goods sold - product revenue | 10,532 | 6,125 |
Research and development | 75,236 | 83,333 |
Research and development - licenses acquired | 6,090 | 4,050 |
General and administrative | 55,590 | 53,371 |
Total operating expenses | 147,448 | 146,879 |
Loss from operations | (110,819) | (119,997) |
Other income (expenses) | ||
Interest income | 2,559 | 1,104 |
Interest expense and financing fee | (11,849) | (10,340) |
Change in fair value of derivative liability | (27) | (682) |
Change in fair value of subsidiary convertible note | 0 | 437 |
Change in fair value of investments | 0 | (1,390) |
Gain on deconsolidation of Caelum | 18,476 | 0 |
Other income | 0 | 68 |
Total other income (expenses) | 9,159 | (10,803) |
Loss from continuing operations | (101,660) | (130,800) |
Discontinued operations: | ||
Gain from disposal of National | 0 | 2,333 |
Loss from discontinued operations, net of tax | 0 | (13,469) |
Total loss from discontinued operations | 0 | (11,136) |
Net loss | (101,660) | (141,936) |
Less: net loss attributable to non-controlling interests | 61,700 | 57,789 |
Net loss attributable to common stockholders | $ (39,960) | $ (84,147) |
Loss from continuing operations per common share - basic and diluted | $ (1.86) | $ (3.01) |
Loss from discontinued operations per common share - basic and diluted | 0 | (0.26) |
Net loss per common share attributable to common stockholders - basic and diluted | $ (0.73) | $ (1.94) |
Weighted average common shares outstanding - basic and diluted | 54,711,838 | 43,461,978 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Series A Preferred Stock [Member] | Common Stock [Member] | Common Shares Issuable [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interests [Member] | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 51 | $ 500 | $ 364,148 | $ (312,127) | $ 67,929 | $ 120,502 |
Balance (in shares) at Dec. 31, 2017 | 1,000,000 | 50,991,285 | |||||
Stock-based compensation expense | $ 0 | $ 0 | 0 | 15,012 | 0 | 0 | 15,012 |
Settlement of restricted stock units into common stock | 0 | $ 3 | 0 | (3) | 0 | 0 | 0 |
Settlement of restricted stock units into common stock (in shares) | 2,601,701 | ||||||
Issuance of common stock under ESPP | 0 | $ 0 | 0 | 198 | 0 | 0 | 198 |
Issuance of common stock under ESPP (in shares) | 110,856 | ||||||
Issuance of subsidiaries' common shares for license expenses | 0 | $ 0 | 164 | 112 | 0 | 0 | 276 |
Partner company's offering, net | 0 | 0 | 0 | 22,668 | 0 | 0 | 22,668 |
Partner company's at-the-market offering, net | 0 | 0 | 0 | 7,747 | 0 | 0 | 7,747 |
Exercise of partner company's warrants for cash | 0 | 0 | 0 | 181 | 0 | 0 | 181 |
Issuance of common stock for at-the-market offering, net | 0 | $ 3 | 0 | 7,014 | 0 | 0 | 7,017 |
Issuance of common stock for at-the-market offering, net (in shares) | 2,914,410 | ||||||
Contribution of capital for 2017 bonuses | 0 | $ 0 | 0 | 1,000 | 0 | 0 | 1,000 |
Common shares issuable for 2017 Subordinated Note Financing interest expense | 0 | 0 | 495 | 0 | 0 | 0 | 495 |
Common shares issued for 2017 Subordinated Note Financing interest expense | 0 | $ 1 | (500) | 1,971 | 0 | 0 | 1,472 |
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 783,965 | ||||||
Preferred A dividends declared and paid | 0 | $ 0 | 0 | (2,344) | 0 | 0 | (2,344) |
2017 Preferred A offering cost adjustment | 0 | 0 | 0 | 154 | 0 | 0 | 154 |
Disposal of National | 0 | 0 | 0 | 2,247 | 0 | (15,805) | (13,558) |
Non-controlling interest in subsidiaries | 0 | 0 | 0 | (23,556) | 0 | 23,556 | 0 |
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | ||||||
Common shares issued for Opus interest expense | 0 | $ 0 | 0 | 859 | 0 | 0 | 859 |
Common shares issued for Opus interest expense (in shares) | 443,230 | ||||||
Common shares issued for Opus debt | 0 | ||||||
Net loss attributable to non-controlling interest | 0 | $ 0 | 0 | 0 | 0 | (57,789) | (57,789) |
Net loss attributable to common stockholders | 0 | 0 | 0 | 0 | (84,147) | 0 | (84,147) |
Balance at Dec. 31, 2018 | $ 1 | $ 58 | 659 | 397,408 | (396,274) | 17,891 | 19,743 |
Balance (in shares) at Dec. 31, 2018 | 1,000,000 | 57,845,447 | |||||
Stock-based compensation expense | $ 0 | $ 0 | 0 | 13,188 | 0 | 0 | 13,188 |
Settlement of restricted stock units into common stock | 0 | $ 2 | 0 | (2) | 0 | 0 | 0 |
Settlement of restricted stock units into common stock (in shares) | 1,905,367 | ||||||
Issuance of common stock under ESPP | 0 | $ 0 | 0 | 123 | 0 | 0 | 123 |
Issuance of common stock under ESPP (in shares) | 98,007 | ||||||
Issuance of subsidiaries' common shares for license expenses | 0 | $ 0 | (164) | 164 | 0 | 0 | 0 |
Partner company's offering, net | 0 | 0 | 0 | 78,607 | 0 | 0 | 78,607 |
Partner company's at-the-market offering, net | 0 | 0 | 0 | 29,785 | 0 | 0 | 29,785 |
Issuance of common stock for at-the-market offering, net | 0 | $ 12 | 0 | 20,235 | 0 | 0 | 20,247 |
Issuance of common stock for at-the-market offering, net (in shares) | 11,798,468 | ||||||
Issuance of preferred A for at-the-market offering, net | $ 0 | $ 0 | 0 | 788 | 0 | 0 | 788 |
Issuance of preferred A for at-the-market offering, net (in shares) | 39,292 | ||||||
Issuance of Series A preferred stock for cash, net | $ 0 | 0 | 0 | 5,307 | 0 | 0 | 5,307 |
Issuance of Series A preferred stock for cash, net (in shares) | 301,875 | ||||||
Common shares issuable for 2017 Subordinated Note Financing interest expense | $ 0 | 0 | 500 | 0 | 0 | 0 | 500 |
Common shares issued for 2017 Subordinated Note Financing interest expense | 0 | $ 2 | (495) | 1,967 | 0 | 0 | 1,474 |
Common shares issued for 2017 Subordinated Note Financing interest expense (in shares) | 1,637,936 | ||||||
Common shares issuable for Opus interest expense | 0 | $ 0 | 281 | 0 | 0 | 0 | 281 |
Preferred A dividends declared and paid | 0 | 0 | 0 | (2,559) | 0 | 0 | (2,559) |
Non-controlling interest in subsidiaries | 0 | 0 | 0 | (85,277) | 0 | 85,277 | 0 |
Issuance of partner companies' common shares for research and development expenses | 0 | 0 | 0 | 90 | 0 | 0 | 90 |
Issuance of partner company warrants in conjunction with Horizon Notes | 0 | 0 | 0 | 888 | 0 | 0 | 888 |
Common shares issued for Opus interest expense | 0 | $ 0 | (281) | 662 | 0 | 0 | 381 |
Common shares issued for Opus interest expense (in shares) | 345,375 | ||||||
Common shares issued for Opus debt | 0 | $ 0 | 0 | 500 | 0 | 0 | 500 |
Common shares issued for Opus debt (in shares) | 396,825 | ||||||
Deconsolidation of Caelum non-controlling interest | 0 | $ 0 | 0 | 0 | 0 | 4,849 | 4,849 |
Net loss attributable to non-controlling interest | 0 | 0 | 0 | 0 | 0 | (61,700) | (61,700) |
Net loss attributable to common stockholders | 0 | 0 | 0 | 0 | (39,960) | 0 | (39,960) |
Balance at Dec. 31, 2019 | $ 1 | $ 74 | $ 500 | $ 461,874 | $ (436,234) | $ 46,317 | $ 72,532 |
Balance (in shares) at Dec. 31, 2019 | 1,341,167 | 74,027,425 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (101,660) | $ (141,936) |
Net loss on discontinued operations | 0 | (13,469) |
Gain from disposal of National | 0 | 2,333 |
Loss from continuing operations | (101,660) | (130,800) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 1,922 | 1,393 |
Bad debt expense | 100 | 0 |
Amortization of debt discount | 3,321 | 2,419 |
Amortization of product revenue license fee | 1,174 | 666 |
Amortization of operating lease right-of-use assets | 1,558 | 0 |
Stock-based compensation expense | 13,188 | 15,012 |
Issuance of common stock for research and development-licenses acquired expense | 0 | 276 |
Issuance of partner company's common shares for research and development expenses | 90 | 0 |
Common shares issuable for 2017 Subordinated Note Financing interest expense | 500 | 495 |
Common shares issued for 2017 Subordinated Note Financing interest expense | 1,474 | 1,472 |
Common shares issuable for Opus interest expense | 281 | 0 |
Common shares issued for Opus interest expense | 381 | 859 |
Change in fair value of investments | 0 | 1,390 |
Change in fair value of derivative liability | 27 | 682 |
Change in fair value of partner company convertible note | 0 | (437) |
Gain on deconsolidation of Caelum | (18,476) | 0 |
Research and development-licenses acquired, expense | 6,000 | 3,774 |
Increase (decrease) in cash and cash equivalents resulting from changes in operating assets and liabilities: | ||
Accounts receivable | (8,141) | 2,260 |
Inventory | (179) | (507) |
Other receivables - related party | 1,230 | (1,477) |
Prepaid expenses and other current assets | 1,798 | (3) |
Other assets | (882) | (17) |
Accounts payable and accrued expenses | 2,095 | 4,686 |
Accounts payable and accrued expenses - related party | (149) | (23) |
Interest payable | 8 | 917 |
Interest payable - related party | (5) | (572) |
Lease liabilities | (1,365) | 0 |
Other long-term liabilities | 749 | 472 |
Net cash used in continuing operating activities | (94,961) | (97,063) |
Net cash used in discontinued operating activities | 0 | (1,785) |
Net cash used in operating activities | (94,961) | (98,848) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | (4,650) | (1,074) |
Purchase of property and equipment | (2,345) | (7,082) |
Acquisition of intangible assets - Journey | (2,400) | (1,200) |
Purchase of short-term investment (certificates of deposit) | (5,000) | (52,604) |
Redemption of short-term investment (certificates of deposit) | 22,604 | 71,002 |
Security deposits paid | 0 | (1) |
Deconsolidation of Caelum | (1,201) | 0 |
Net cash provided by continuing investing activities | 7,008 | 9,041 |
Net cash provided by discontinued investing activities | 13,089 | 9,783 |
Net cash provided by investing activities | 20,097 | 18,824 |
Cash Flows from Financing Activities: | ||
Payment of Preferred A dividends | (2,559) | (2,344) |
Proceeds from issuance of Series A preferred stock | 6,038 | 154 |
Payment of costs related to the issuance of Series A preferred stock | (578) | 0 |
Proceeds from issuance of Series A preferred stock for at-the-market offering | 812 | 0 |
Payment of cost related to issuance of Series A preferred stock for at-the-market offering | (24) | 0 |
Proceeds from issuance of common stock for at-the-market offering | 20,680 | 7,274 |
Payment of cost related to issuance of common stock for at-the-market offering | (427) | (257) |
Proceeds from issuance of common stock under ESPP | 123 | 198 |
Proceeds from partner company's sale of stock | 86,180 | 23,011 |
Payment of costs related to partner company's sale of stock | (6,671) | (343) |
Proceeds from partner company's at-the-market offering | 30,526 | 7,981 |
Payment of costs related to partner company's at-the-market offering | (741) | (234) |
Proceeds from exercise of partner company's warrants | 0 | 181 |
Payment of debt issuance costs associated with 2017 Subordinated Note Financing | (118) | (404) |
Proceeds from 2018 Venture Notes | 0 | 21,707 |
Payment of debt issuance costs associated with 2018 Venture Notes | (134) | (1,868) |
Proceeds from partner company's Horizon Notes | 15,000 | 0 |
Payment of debt issuance costs associated with partner company's Horizon Notes | (1,393) | 0 |
Payment of partner company's Convertible Notes | 0 | (4,408) |
Net cash provided by continuing financing activities | 146,714 | 50,648 |
Net cash provided by discontinued financing activities | 0 | 0 |
Net cash provided by financing activities | 146,714 | 50,648 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 71,850 | (29,376) |
Cash and cash equivalents and restricted cash at beginning of period | 81,582 | 110,958 |
Cash and cash equivalents and restricted cash at end of period | 153,432 | 81,582 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 5,444 | 4,448 |
Cash paid for interest - related party | 456 | 281 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Settlement of restricted stock units into common stock | 2 | 3 |
Common shares issuable for license acquired | 164 | 0 |
Issuance of partner company warrants in conjunction with Horizon Notes | 888 | 0 |
Common shares issued for 2017 Subordinated Note Financing interest expense | 0 | 500 |
Common shares issued for Opus debt | 500 | 0 |
Receivables of contribution of capital for 2017 bonuses | 0 | 1,000 |
Unpaid fixed assets | 187 | 196 |
Unpaid research and development licenses acquired | 1,350 | 2,700 |
Unpaid debt offering cost | 26 | 0 |
Unpaid at-the-market offering cost | 6 | 0 |
Unpaid Preferred A offering cost | 153 | 0 |
Unpaid partner company's offering cost | 69 | 0 |
Partner company's previous paid offering cost | 833 | 0 |
Partner company's unpaid intangible assets | $ 4,734 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing pharmaceutical and biotechnology products and product candidates, which the Company does at the Fortress level, at its majority-owned and majority-controlled subsidiaries and joint ventures, and at entities the Company founded and in which it maintains significant minority ownership positions. Fortress has a talented and experienced business development team, comprising scientists, doctors and finance professionals, who identify and evaluate promising products and product candidates for potential acquisition by new or existing partner companies. Fortress through its partner companies 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 Research Center, St. Jude Children’s Research Hospital, Dana-Farber Cancer Institute, Nationwide Children's Hospital, Cincinnati Children's Hospital Medical Center, Columbia University, the University of Pennsylvania, and AstraZeneca plc. 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 the partners achieve their goals. Partner 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, and public and private financings; to date, three partner companies are publicly-traded, and two have consummated strategic partnerships with industry leaders Alexion Pharmaceuticals, Inc. and InvaGen Pharmaceuticals, Inc. (a subsidiary of Cipla Limited). Several of our partner companies possess licenses to product candidate intellectual property, including Aevitas Therapeutics, Inc. (“Aevitas”), Avenue Therapeutics, Inc. (“Avenue”), Baergic Bio, Inc. (“Baergic”), Caelum Biosciences, Inc. (“Caelum”), Cellvation, Inc. (“Cellvation”), Checkpoint Therapeutics, Inc. (“Checkpoint”), Cyprium Therapeutics, Inc. (“Cyprium”), Helocyte, Inc. (“Helocyte”), Hepla Sciences, Inc. ("Hepla"), Journey Medical Corporation (“Journey” or “JMC”), Mustang Bio, Inc. (“Mustang”) and Oncogenuity, Inc. ("Oncogenuity"). 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 partner companies, the proceeds from the exercise of warrants and stock options. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses for the next several years as it continues to fully develop and prepare regulatory filings and obtain regulatory approvals for its existing and new product candidates. The Company’s current cash and cash equivalents are sufficient to fund operations for at least the next 12 months. However, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, sale of a partner company, grants or other arrangements to fully 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 plan and plans for expansion of its general and administrative infrastructure will be curtailed. The Company also has the ability, subject to 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. National Holdings Corporation During 2016, the Company purchased 56.6% of National Holdings Corporation, a diversified independent brokerage company (together with its subsidiaries, herein referred to as “NHLD” or “National”) through wholly owned subsidiary FBIO Acquisition, Inc. (“FBIO Acquisition”). The Company paid total consideration of $22.9 million or approximately 7.0 million shares at $3.25 per share in connection with this transaction. On November 14, 2018, the Company announced that it had reached an agreement with NHC Holdings, LLC (“NHC”) to sell all of its shares of National, representing 56.1% of the total outstanding shares of NHLD for $3.25 per share or total consideration of $22.9 million. Pursuant to the terms of the agreement with NHC the sale of the shares was subject to two closings. The first closing occurred on November 14, 2018 in which the Company sold approximately 3.0 million of its shares in NHLD and received $9.8 million in proceeds. The second closing occurred on February 11, 2019 upon the receipt of FINRA approval of the sale in which the Company received $13.1 million in proceeds for the sale of its remaining 4.0 million shares of NHLD to NHC and two other minority holders . At December 31, 2018, the Company’s holding in National approximated 32.1% and was recorded on the consolidated balance sheets at fair value as a component of current assets held for sale. At December 31, 2019, the Company had no ownership interest in Nahonal. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 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 accounting principles generally accepted in the United States of America (“GAAP”). The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s subsidiaries, listed above. All intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. The Company also consolidates subsidiaries in which it owns less than 50% of the subsidiary but maintains voting control. The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of partner companies. Use of Estimates The Company’s consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Revenue Recognition Effective January 1, 2018, the Company began recognizing revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this revenue standard is that a company should recognize revenue to depict 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 following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each p©erformance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. ASC 606 does not generally change the practice under which the Company recognizes product revenue from sales of Targadox®, Exelderm®, Luxamend® and Ceracade®. The Company’s performance obligation to deliver products is satisfied at the point in time that the goods are delivered to the customer, which is when the customer obtains title to and has the risks and rewards of ownership of the products. The Company has variable consideration in the form of rights of return, coupons, and price protection to customers. The Company uses an expected value method to estimate variable consideration and whether the transaction price is constrained. Payment is due within months of when the customer is invoiced, with discounts for prompt payment. Because the Company’s agreements for sales of product to its distributors can be cancelled early, prior to the termination date, they are deemed to have an expected duration of one year or less, and as such, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Discontinued Operations At December 31, 2018, the Company determined that its National segment met the discontinued operations criteria set forth in Accounting Standards Codification (ASC) Subtopic 205‑20‑45, Presentation of Financial Statements , for the twelve months ended December 31, 2018. As such, the National segment results have been classified as discontinued operations in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations. See Note 3 for more information relating to the Company’s discontinued operations. 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 financial instruments 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, such as accounts payable, accrued expenses and other current liabilities. Segment Reporting The Company operates in two operating and reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The Company evaluates the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. 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, 2019 and at December 31, 2018 consisted of cash and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S. government agency securities. Short-term Investments The Company classifies its certificates of deposit as cash and cash equivalents or held to maturity in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities . The Company considers all short-term investments with an original maturity in excess of three months when purchased to be short-term investments. Short-term investments consist of short-term FDIC insured certificates of deposit with a maturity of more than three months and less than twelve months, carried at amortized cost using the effective interest method. The cost of the Company’s certificates of deposit approximated fair value. The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period. At December 31, 2019, the Company had approximately $15.0 million in certificates of deposit, which the Company classified as cash and cash equivalents. There were no short term investments classified as held-to-maturity as of December 31, 2019. At December 31, 2018, the Company had approximately $27.6 million in certificates of deposit. The Company classified $10.0 million as cash and cash equivalents and classified $17.6 million as short-term investments (certificates of deposits) held-to-maturity as of December 31,2018. This classification was based upon management’s determination that it has the positive intent and ability to hold the securities until their maturity dates, as its investments mature within one year and the underlying cash invested in these securities is not required for current operations. Property and Equipment Computer equipment, furniture & fixtures and machinery & 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. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business 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 for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset 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 are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of December 31, 2019, and 2018, the Company has $16.6 million and $16.1 million, respectively, of restricted cash collateralizing a note payable of $14.9 million in 2019 and 2018, and certain pledges to secure letters of credit in connection with certain office leases of $1.7 million and $1.2 million in 2019 and 2018, respectively. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows for the years ended December 31, 2019, and 2018 ($ in thousands). December 31, 2019 2018 Cash and cash equivalents $ 136,858 $ 65,508 Restricted cash 16,574 16,074 Total cash and cash equivalents and restricted cash $ 153,432 $ 81,582 Inventories Inventories comprise finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. Accounts Receivable Accounts receivable consists of amounts due to the Company for product sales of JMC. The Company’s accounts receivable reflects discounts for estimated early payment and for product estimated returns. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due and the customer’s current ability to pay its obligation to the Company. The Company writes off accounts receivable when they become uncollectible. The allowance for product estimated returns were $5.4 million and $3.1 million at December 31, 2019 and 2018, respectively. The Company recorded expense related to returns reserve of $2.9 million and $2.4 million for the years ended December 31, 2019 and 2018, respectively. Investments at Fair Value The Company elects the fair value option for its long-term investments at fair value (see Note 6). The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument by instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected are recognized as a change in fair value of investments on the Consolidated Statements of Operations. The Company elected the fair value option, instead of the equity method, for its investment in National as of December 31, 2018 (see Note 3). The Company has various processes and controls in place to ensure that fair value is reasonably estimated. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Fair Value Option As permitted under the FASB, ASC 825, Financial Instruments, (“ASC 825”), the Company has elected the fair value option to account for the Helocyte and Caelum convertible notes. In accordance with ASC 825, the Company records these convertible notes at fair value with changes in fair value recorded in the Consolidated Statement of Operations. As a result of applying the fair value option, direct costs and fees related to the Helocyte and Caelum convertible notes were recognized in earnings as incurred and were not deferred. During 2018, the Helocyte convertible notes matured and the Company repaid the principal amount due of approximately $4.4 million. During 2019, Caelum's convertible notes were converted into Common shares of Caelum (see Note 10). Accounting for Warrants at Fair Value The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The fair value of warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, Derivatives and Hedging , since “down-round protection” is not an input into the calculation of the fair value of warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company assessed the classification of warrants issuable in connection with 2018 Venture Notes and determined that the Cyprium Contingently Issuable Warrants met the criteria for liability classification. Accordingly, the Company classified the Cyprium Contingently Issuable Warrants as a liability at their fair value and shall adjust the instruments to fair value at each balance sheet date until the warrants are issued. Any change in the fair value of the Cyprium Contingently Issuable Warrants shall be recognized as “change in the fair value of derivative liabilities” in the Consolidated Statements of Operations. Opus Credit Facility, with Detachable Warrants The Company accounts for the Opus Credit Facility with detachable warrants in accordance with ASC 470, Debt . The Company assessed the classification of its common stock purchase warrants as of the date of the transaction and determined that such instruments meet the criteria for equity classification. The warrants are reported on the Consolidated Balance Sheets as a component of additional paid in capital within stockholders’ equity. The Company recorded the related issue costs and value ascribed to the warrants as a debt discount of the Opus Credit Facility. The discount is amortized utilizing the effective interest method over the term of the Opus Credit Facility. The unamortized discount, if any, upon repayment of the Opus Credit Facility will be expensed to interest expense. In accordance with ASC Subtopic 470‑20, the Company determined the weighted average effective interest rate of the debt was approximately 16% at December 31, 2019. The Company has also evaluated the Opus Credit Facility and warrants in accordance with the provisions of ASC 815, Derivatives and Hedging , including consideration of embedded derivatives requiring bifurcation. As of December 31, 2019, Opus dissolved and is in the process of distributing its assets among its Limited Partners. While this dissolution will not impact any of the terms under the Opus Credit Facility the Company is working with Opus to amend and restate the relevant documentation, in order to memorialize the distribution of assets. Issuance of Debt and Equity The Company issues complex financial instruments which include both equity and debt features. The Company analyzes 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 include any embedded derivatives. Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. As of December 31, 2019 and 2018 there were no indicators of impairment. 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 during the period was reflected as research and development - licenses acquired on the Consolidated Statements of Operations for the years ended December 31, 2019 and 2018. 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. Leases Effective January 1, 2019, 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. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. 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 forfeiture rates. For stock-based compensation awards to non-employees, prior to the adoption of ASU 2018-07 on January 1, 2019, the Company remeasured the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards were recognized as compensation expense in the period of change. Subsequent to the adoption of ASU 2018-07, the Company recognizes non-employees compensation costs over the requisite service period based on a measurement of fair value for each stock award at the time the award is granted. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model or 409A valuations, as applicable. 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 records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. Non-Controlling Interests Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Reclassifications Certain prior period amounts may have been reclassified to conform to the current year presentation. Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018‑07, “Improvements to Nonemployee Share-Based Payment Accounting” , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU No. 2018‑07 as of January 1, 2019. The adoption of this update did not have a material impact on the Company’s financial statements. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The adoption of this ASU on January 1, 2019, did not have a material impact on the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method by recording a right of use asset of $23.0 million, a lease liability of $26.8 million and eliminated deferred rent of approximately $3.8 million; there was no effect on opening retained earnings, and the Company continues to account for leases in the prior period financial statements under ASC Topic 840. In adopting the new standard, the Company elected to apply the practical expedients regarding the identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components. In May 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The new standard was effective on January 1, 2018; however, early adoption is permitted. The Company adopted ASU No. 2017-09 as of January 1, 2018. The adoption of this update did not impact the Company’s financial statements. In January 2017, the FASB issued an ASU 2017-01, “ Business Combinations (Topic 805) Clarif |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations As of December 31, 2018, the Company recorded its investment in National at fair value of $13.1 million or $3.25 per share. This holding is reported on the Company’s Consolidated Balance Sheets as current assets held for sale on December 31, 2018. Pursuant to the terms of the NHC agreement the Company also recorded a net gain of $2.3 million related to the transactions which is included in discontinued operations in the consolidated statement of operations for the twelve months ended December 31, 2018. The following is a summary of revenue and expenses of National for the year ended December 31, 2018: For the Year Ended December 31, ($ in thousands) 2018 Revenue $ 210,980 Operating expenses Commissions, compensation and fees 182,127 Clearing fees 2,400 Communications 3,260 Occupancy 3,755 Licenses and registration 2,735 Professional fees 4,306 Interest 97 Depreciation and amortization 1,551 Other administrative expenses 8,165 Total operating expenses 208,396 Gain from operations 2,584 Other income (expense) Change in fair value of warrants (13,018) Other income 153 Total other (expense) income (12,865) Loss from discontinued operations before income taxes (10,281) Income tax expense 3,188 Loss from discontinued operations (13,469) Gain from disposal of National 2,333 Total loss from discontinued operations, net of tax $ (11,136) In connection with this sale, the Company classified the assets and liabilities related to NHLD, included on its consolidated balance sheet as of December 31, 2018, as held for sale as presented in the table below: December 31, ($ in thousands) 2018 ASSETS Current assets Current assets held for sale $ 13,089 Total current assets held for sale 13,089 Total assets held for sale $ 13,089 The table below depicts the cash flows from the transaction for the year ended December 31, 2018: For the Year Ended December 31, ($ in thousands) 2018 Operating activities Effect of elimination entry with discontinued operations presentation $ (1,785) Total cash used in discontinued operating activities $ (1,785) Investing activities Proceeds from sale of National $ 9,783 Total cash provided by discontinued investing activities $ 9,783 |
Collaboration and Stock Purchas
Collaboration and Stock Purchase Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Collaboration and Stock Purchase Agreements | |
Collaboration and Stock Purchase Agreements | 4. Collaboration and Stock Purchase Agreements Caelum Agreement with Alexion In January 2019, Caelum, a subsidiary of the Company, entered into a Development, Option and Stock Purchase Agreement (the "DOSPA") and related documents by and among Caelum, Alexion Therapeutics, Inc. ("Alexion"), the Company and Caelum security holders parties thereto (including Fortress, the "Sellers"). Under the terms of the agreement, Alexion purchased a 19.9% minority equity interest in Caelum for $30 million. Additionally, Alexion has agreed to make potential payments to Caelum upon the achievement of certain developmental milestones, in exchange for which Alexion obtained a contingent exclusive option to acquire the remaining equity in Caelum. The agreement also provides for potential additional payments, in the event Alexion exercises the purchase option, for up to $500 million, which includes an upfront option exercise payment and potential regulatory and commercial milestone payments. The Company deconsolidated its holdings in Caelum immediately prior to the execution of the DOSPA. Following the DOSPA execution, the Company owns approximately 40% of the issued and outstanding capital stock of Caelum. The following table provides a summary of the assets and liabilities of Caelum impacted by the deconsolidation: January ($ in thousands) 2019 ASSETS Current assets Cash and cash equivalents $ 1,201 Prepaid expenses and other current assets 6 Total current assets $ 1,207 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 2,246 Interest payable 198 Interest payable - related party 106 Note payable - related party 929 Note payable 9,914 Warrant liability 991 Total current liabilities 14,384 Net liability impacted by deconsolidation $ 13,177 In connection with this transaction the Company recorded a gain resulting from the deconsolidation of Caelum on its consolidated financial statements for the year ended December 31, 2019: Gain on deconsolidation ($ in thousands) of Caelum Fair value of Caelum $ 11,148 Net liabilities deconsolidated 13,177 Non-controlling interest share (4,849) Write off of MSA fees due Fortress (1,000) Gain on deconsolidation of Caelum $ 18,476 Avenue Agreement with InvaGen On November 12, 2018, the Company’s partner company Avenue entered into a Stock Purchase and Merger Agreement (“SPMA”) with InvaGen Pharmaceuticals Inc. (“InvaGen”) and Madison Pharmaceuticals Inc., a newly formed, wholly-owned subsidiary of InvaGen. Pursuant to the SPMA, and following approval by Avenue’s stockholders on February 8, 2019, InvaGen purchased a number of shares of Avenue common stock representing 33.3% of Avenue’s fully diluted capital stock for net proceeds to Avenue of $31.5 million (after deducting fees and other offering-related costs). Upon the achievement of certain closing conditions (including most notably U.S. Food and Drug Administration approval for IV Tramadol, Avenue’s product candidate), InvaGen will be obligated to acquire Avenue via reverse subsidiary merger (the “Merger Transaction”). Under the Merger Transaction, InvaGen will pay $180 million (subject to certain potential reductions) to the holders of Avenue’s capital stock (other than InvaGen itself). Subject to the terms and conditions described in the SPMA, InvaGen may also provide interim financing to Avenue in an amount of up to $7.0 million during the time period between February 8, 2019 and the Merger Transaction. Any amounts drawn on the interim financing will be deducted from the aggregate consideration payable to Company stockholders by virtue of the Merger Transaction. Prior to the closing of the Merger Transaction, Avenue will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a trust company as rights agent, pursuant to which holders of common shares of Avenue, other than InvaGen (each, a “Holder”), will be entitled to receive on Contingent Value Right (“CVR”) for each share held immediately prior to the Merger Transaction. Each CVR represents the right of its holder to receive a contingent cash payment pursuant to the CVR Agreement upon the achievement of certain milestones. If, during the period commencing on the day following the closing of the Merger Transaction until December 31, 2028, IV Tramadol generates at least $325 million or more in Net Sales (as defined in the CVR Agreement) in a calendar year, each Holder shall be entitled to receive their pro rata share of (i) if the product generated less than $400 million in Net Sales during such calendar year, 10% of Gross Profit (as defined in the CVR Agreement), (ii) if the product generated between $400 million and $500 million in Net Sales during such calendar year, 12.5% of Gross Profit, or (iii) if the product generated more than $500 million in Net Sales during such calendar year, 15% of Gross Profit. Additionally, at any time beginning on January 1, 2029 that IV Tramadol has generated at least $1.5 billion in aggregate Net Sales, then with respect to each calendar year in which IV Tramadol generates $100 million or more in Net Sales, each Holder shall be entitled to receive their pro rata share of an amount equal to 20% of the Gross Profit generated by IV Tramadol. These additional payments will terminate on the earlier of December 31, 2036 and the date (which may be extended by up to 6 months) that any person has received approval from the FDA for an Abbreviated New Drug Application or an FDA AP-rated 505(b)(2) NDA using IV Tramadol. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Property and Equipment | 5 . Property and Equipment Fortress’ property and equipment consisted of the following: December 31, ($ in thousands) Useful Life (Years) 2019 2018 Computer equipment 3 $ 648 $ 648 Furniture and fixtures 5 1,162 1,128 Machinery & equipment 5 4,594 3,143 Leasehold improvements 5-15 9,358 9,271 Construction in progress 1 N/A 1,157 393 Total property and equipment 16,919 14,583 Less: Accumulated depreciation (4,486) (2,564) Property and equipment, net $ 12,433 $ 12,019 Note 1: Relates to the Mustang cell processing facility. Depreciation expenses of Fortress’ property and equipment for the years ended December 31, 2019 and 2018 was $1.9 million and $1.4 million, respectively, and was recorded in research and development, manufacturing and general and administrative expense in the Consolidated Statements of Operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements Certain of the Company’s financial instruments 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, such as accounts payable, accrued expenses and other current liabilities. Fair Value of Caelum The Company valued its investment in Caelum in accordance with ASC Topic 820, Fair Value Measurements and Disclosures , and estimated the fair value to be $11.1 million based on a per share value of $1.543. The following inputs were utilized to derive the value: risk free rate of return of 1.6%, volatility of 70% and a discount for lack of marketability of 28.7%. In connection with the DOSPA Caelum's convertible notes automatically converted into common shares of Caelum and the warrant liability payable to the placement agent in connection with the placement of the convertible notes was also issued (see Note 10). Caelum Warrant Liability The fair value of Caelum's warrant liability, which was issued in connection with Caelum’s convertible note, was written up to the full value of the liability at December 31, 2018 due to the conversion of the notes in January 2019 (see Note 4). The fair value at December 31, 2018 was measured using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 are as follows: December 31,2018 Risk-free interest rate 2.905 % - 2.909 % Expected dividend yield — % Expected term in years 3.84 - 3.96 Expected volatility 70 % Fair Value of Derivative Warrant ($ in thousands) Liability Ending balance at January 1, 2018 $ 222 Change in fair value of derivative liability 769 Ending balance at December 31, 2018 $ 991 Issuance of warrant due to conversion of note (991) Ending balance at December 31, 2019 $ — Caelum Convertible Notes Caelum’s convertible debt was measured at fair value using the Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s convertible debt that is categorized within Level 3. As of December 31, 2018, conversion of the Caelum Convertible Notes was probable and as such the fair value approximated cost. The Caelum Convertible Notes were converted during 2019. For the year ended December 31, 2018 the following inputs were utilized to derive the notes’ fair value: December 31, 2018 Risk-free interest rate % Expected dividend yield — % Expected term in years Expected volatility % Caelum Convertible Notes, at fair ($ in thousands) value Ending balance at December 31, 2017 $ 10,059 Change in fair value of convertible notes (145) Ending balance at December 31, 2018 $ 9,914 Conversion of the convertible notes (9,914) Ending balance at December 31, 2019 $ — Cyprium Warrant Liability The fair value of the Cyprium Contingently Issuable Warrants in connection with the 2018 Venture Debt was determined by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with an option-pricing model, with the following key assumptions: December 31, 2019 2018 Risk-free interest rate 1.92 % — % Expected dividend yield — — Expected term in years 10.0 — Expected volatility 93 % — % Probability of issuance of the warrant 5 % — % Cyprium Contingently ($ in thousands) Issuable Warrant Liability Ending balance at January 1, 2019 $ — Issuance of warrant due to probability of financing 27 Ending balance at December 31, 2019 $ 27 The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value on a recurring basis on the Consolidated Balance Sheets as of December 31, 2019 and 2018: Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,148 $ 11,148 Total $ — $ — $ 11,148 $ 11,148 Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 27 $ 27 Total $ — $ — $ 27 $ 27 Fair Value Measurement as of December 31, 2018 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 991 $ 991 Caelum Convertible Note, at fair value — — 9,914 9,914 Total $ — $ — $ 10,905 $ 10,905 The table below provides a roll forward of the changes in fair value of Level 3 financial instruments for the years ended December 31, 2019 and 2018: Investment in Caelum Convertible Warrant ($ in thousands) Caelum Note Liabilities Total Balance at December 31, 2018 $ — $ 9,914 $ 991 $ 10,905 Conversion of convertible notes — (9,914) — (9,914) Issuance of warrant — — (991) (991) Contingent warrant liability 27 27 Fair value of investment 11,148 — — 11,148 Balance at December 31, 2019 $ 11,148 $ — $ 27 $ 11,175 Investment Convertible Notes at fair value Warrants Warrant ($ in thousands) in Origo Helocyte Caelum National liabilities Total Balance at December 31, 2017 $ 1,390 $ 4,700 $ 10,059 $ 5,597 $ 87 $ 21,833 Payment of convertible note — (4,408) — — — (4,408) Disposal of National — — — (5,597) 222 (5,375) Change in fair value of investments (1,390) — — — — (1,390) Change in fair value of convertible notes — (292) (145) — — (437) Change in fair value of derivative liabilities — — — — 682 682 Balance at December 31, 2018 $ — $ — $ 9,914 $ — $ 991 $ 10,905 |
Licenses Acquired
Licenses Acquired | 12 Months Ended |
Dec. 31, 2019 | |
Licenses Acquired | |
Licenses Acquired | 7. Licenses Acquired 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 has no alternate use. As such, for the years ended December 31, 2019 and 2018, the total purchase price of licenses acquired, totaling approximately $6.1 million and $4.1 million, respectively, was classified as research and development-licenses acquired in the Consolidated Statements of Operations. For the years ended December 31, 2019 and 2018, the Company’s research and development-licenses acquired are comprised of the following: For the Years Ended December 31, ($ in thousands) 2019 2018 Partner companies: Aevitas $ — $ 1 Avenue 1,000 — Baergic 3,290 — Caelum — 252 Cellvation — 1 Checkpoint — 1,000 Helocyte 450 1,521 Mustang 1,350 1,275 Total $ 6,090 $ 4,050 Avenue License Agreement with Revogenex Ireland Ltd In 2015, the Company purchased an exclusive license to IV Tramadol for the U.S. market from Revogenex, a privately held company in Dublin, Ireland, for an upfront fee of $3.0 million. The Company then assigned all of its right, title and interest to the exclusive license to Avenue. Tramadol is a centrally acting synthetic opioid analgesic for moderate to moderately severe pain and is available as immediate release or extended-release tablets in the United States. Under the terms of the license agreement assumed by Avenue, Revogenex is eligible to receive additional milestone payments upon the achievement of certain development milestones. As of December 31, 2019, one remaining development milestone of $3.0 million for approval of IV Tramadol by the FDA has not been achieved. In addition, royalty payments ranging from high single digit to low double digits royalty payments are due on net sales of the approved product. For the year ended December 31, 2019 Avenue recorded $1.0 million in connection with the filing of its NDA for IV Tramadol to treat moderate to moderately severe postoperative pain. No expense was recorded in connection with this agreement in 2018. Baergic AstraZeneca AB License Agreement On December 17, 2019, Baergic entered into two license agreements: (i) a License Agreement (the “AZ License”) with AstraZeneca AB (“AZ”) to acquire an exclusive license to patent and related intellectual property rights pertaining to their proprietary compound Gamma-aminobutyric acid receptor A alpha 2 & 3 (GABAA α2,3) positive allosteric modulators (collectively, the “AZ IP”); and (ii) an Exclusive License Agreement (the “Cincinnati License”) with Cincinnati Children’s Hospital Medical Center (“Cincinnati”) to acquire patent and related intellectual property rights pertaining to a GABA inhibitor program for neurological disorders (the “Cincinnati IP”). Pursuant to the terms of the AZ License, Baergic paid an upfront fee of $3.0 million, and issued 2,492,192 common shares equal to 19.95% of Baergic to AZ as consideration for AZ License. In connection with the issuance of the shares, Baergic also provided AZ with anti-dilution protection up to $75 million. Baergic valued the stock grant to AZ utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 44.6%, weighted average cost of capital of 20.5%, and net of debt utilized, resulting in a value of $0.029 per share or $0.1 million on December 31, 2019. Development milestone payments totaling approximately $75 million in the aggregate are due upon achievement of each milestone. Three net sales milestones totaling $130 million are due on licensed products as are high single digit royalties due on aggregate, annual, worldwide net sales of licensed products. Cincinnati Children’s License Agreement Pursuant to the terms of the Cincinnati License, Baergic agreed to pay an upfront fee of $0.2 million as well as $30,000 for reimbursement of past patent expenses and issued 624,922 common shares equal to 5% of Baergic, to Cincinnati as consideration for the License. In connection with the issuance of the shares, Baergic also provided Cincinnati with anti-dilution protection up to $15M. Baergic valued the stock grant to Cincinnati utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 44.6%, weighted average cost of capital of 20.5%, and net of debt utilized, resulting in a value of $0.029 per share or $0.1 million on December 31, 2019. Two development milestone payments of approximately $6.5 million are payable upon milestone achievements. Four net sales milestones totaling $21 million are due on licensed products as are low single digit royalties due on aggregate, annual, worldwide net sales of licensed products. Caelum License Agreement with Columbia University In January 2017, Caelum entered into an exclusive license agreement with Columbia University (“Columbia”) to secure worldwide license rights to CAEL-101, a chimeric fibril-reactive monoclonal antibody (mAb) being evaluated in a Phase 1a/1b study for the treatment of amyloid light chain (“AL”) amyloidosis. Under the terms of the agreement, Columbia is eligible to receive additional milestone payments of up to $5.5 million upon the achievement of certain development milestones, in addition to royalty payments for sales of the product. CAEL-101 is a novel antibody being developed for patients with AL Amyloidosis, a rare systemic disorder caused by an abnormality of plasma cells in the bone marrow. For the year ended December 31, 2018, Caelum recorded expense of $0.3 million in connection with its license for CAEL-101 from Columbia University. In January 2019, in connection with the Alexion DOSPA the Company ceased to consolidate Caelum (see Note 4). Cellvation University of Texas Health Science Center at Houston License Agreement In October 2016, Cellvation entered into a license agreement with the University of Texas Health Science Center at Houston (“University of Texas”) for the treatment of traumatic brain injury using Autologous Bone Marrow Mononuclear Cells (the “Initial TBI License”) for an upfront cash fee of approximately $0.3 million and the issuance of 500,000 common shares representing 5% of the outstanding shares of Cellvation. An additional 9 development milestones approximating $6.2 million are due in connection with the development of adult indications, and an additional 8 development milestones approximating $6.0 million are due in connection with the development of pediatric indications, as well as single digit royalty net sales and royalty milestones are due for the term of the contract. An additional minimum annual royalty ranging from $50,000 to $0.2 million is due, depending on the age of the license. In addition, Cellvation entered into a secondary license with the University of Texas for a method and apparatus for conditioning cell populations for cell therapies (the “Second TBI License”). Cellvation paid an upfront fee of $50,000 in connection with the Second TBI License, and a minimum annual royalty of $0.1 million is payable beginning in the year after first commercial sale occurs (which minimum annual royalty is creditable against actual royalties paid under the Second TBI License. Additional payments of $0.3 million are due for the completion of certain development milestones and single digit royalties upon the achievement of net sales. In connection with the two University of Texas licenses, Cellvation granted each of two University of Texas researchers acting as consultants to Cellvation 500,000 shares of Cellvation common stock. For the years ended December 31, 2019 and 2018, Cellvation recorded expense of approximately nil and $1,000, respectively, in connection with its licenses with the University of Texas. Checkpoint Dana-Farber Cancer Institute License Agreement In March 2015, Checkpoint entered into an exclusive license agreement with Dana-Farber Cancer Institute (“Dana-Farber”) to develop a portfolio of fully human immuno-oncology targeted antibodies. The portfolio of antibodies licensed from Dana-Farber include antibodies targeting PD-L1, GITR and CAIX. Under the terms of the agreement, Checkpoint paid Dana-Farber an up-front licensing fee of $1.0 million in 2015 and, on May 11, 2015, granted Dana-Farber 500,000 shares of Checkpoint common stock, valued at $32,500 or $0.065 per share. The agreement included an anti-dilution clause that maintained Dana-Farber’s ownership at 5% until such time that Checkpoint raised $10.0 million in cash in exchange for common shares. Pursuant to this provision, on September 30, 2015, Checkpoint granted to Dana-Farber an additional 136,830 shares of common stock valued at approximately $0.6 million and the anti-dilution clause thereafter expired. Dana-Farber is eligible to receive payments of up to an aggregate of approximately $21.5 million for each licensed product upon Checkpoint’s successful achievement of certain clinical development, regulatory and first commercial sale milestones. In addition, Dana-Farber is eligible to receive up to an aggregate of $60.0 million upon Checkpoint’s successful achievement of certain sales milestones based on aggregate net sales, in addition to royalty payments based on a tiered low to mid-single digit percentage of net sales. Dana-Farber receives an annual license maintenance fee of $50,000, which is creditable against milestone payments or royalties due to Dana-Farber. For the year ended December 31, 2018, Checkpoint expensed a non-refundable milestone payment of $1.0 million upon the twelfth patient dosed in a Phase 1 clinical study of its anti-PD-LI antibody, cosibelimab (formerly referred to as CK-301), which is included in the Statements of Operations for the year ended December 31, 2018. In connection with the license agreement with Dana-Farber, Checkpoint entered into a collaboration agreement with TGTX, which was amended and restated in June 2019, to develop and commercialize the anti-PD-L1 and anti-GITR antibody research programs in the field of hematological malignancies, while Checkpoint retains the right to develop and commercialize these antibodies in the field of solid tumors. Michael Weiss, Chairman of the Board of Directors of Checkpoint is also the Executive Chairman, President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the original agreement, TGTX paid Checkpoint $0.5 million, representing an upfront licensing fee. Upon the signing of the amended and restated collaboration agreement in June 2019, TGTX paid Checkpoint an additional $1.0 million upfront licensing fee. Checkpoint is eligible to receive substantive potential milestone payments for the anti-PD-L1 program of up to an aggregate of approximately $28.6 million upon TGTX’s successful achievement of certain clinical development, regulatory and first commercial sale milestones. This is comprised of up to approximately $9.4 million upon TGTX's successful completion of clinical development milestones, and up to approximately $19.2 million upon regulatory filings and first commercial sales in specified territories. Checkpoint is also eligible to receive substantive potential milestone payments for the anti-GITR antibody program of up to an aggregate of approximately $21.5 million upon TGTX's successful achievement of certain clinical development, regulatory and first commercial sale milestones. This is comprised of up to approximately $7.0 million upon TGTX’s successful completion of clinical development milestones, and up to approximately $14.5 million upon first commercial sales in specified territories. In addition, Checkpoint is eligible to receive up to an aggregate of $60.0 million upon TGTX’s successful achievement of certain sales milestones based on aggregate net sales for both programs, in addition to royalty payments based on a tiered low double-digit percentage of net sales.Checkpoint also receives an annual license maintenance fee, which is creditable against milestone payments or royalties due to Checkpoint. TGTX also pays Checkpoint for its out-of-pocket costs of material used by TGTX for their development activities. During the year ended December 31, 2019 and 2018, the Company recognized approximately $1.6 million and $3.0 million, respectively in revenue from its collaboration agreement with TGTX on the Consolidated Statements of Operations. Adimab, LLC Collaboration Agreement In October 2015, Fortress entered into a collaboration agreement with Adimab to discover and optimize antibodies using their proprietary core technology platform. Under this agreement, Adimab optimized cosibelimab, Checkpoint's anti-PD-L1 antibody which it originally licensed from Dana-Farber. In January 2019, Fortress transferred the rights to the optimized antibody to Checkpoint, and Checkpoint entered into a collaboration agreement directly with Adimab on the same day. Under the terms of the agreement, Adimab is eligible to receive payments up to an aggregate of approximately $7.1 million upon the Checkpoint's successful achievement of certain clinical development and regulatory milestones, of which $4.8 million are due upon various filings for regulatory approvals to commercialize the product. In addition, Adimab is eligible to receive royalty payments based on a tiered low single digit percentage of net sales. NeuPharma, Inc. License Agreement In March 2015, the Company entered into an exclusive license agreement with NeuPharma, Inc. (“NeuPharma”) to develop and commercialize novel irreversible, 3rd generation epidermal growth factor receptor (“EGFR”) inhibitors including CK‑101, on a worldwide basis (other than certain Asian countries). On the same date, the Company assigned all of its right and interest in the EGFR inhibitors to Checkpoint. Under the terms of the agreement, Checkpoint paid NeuPharma an up-front licensing fee of $1.0 million in 2015, and NeuPharma is eligible to receive payments of up to an aggregate of approximately $40.0 million upon Checkpoint’s successful achievement of certain clinical development and regulatory milestones in up to three indications, of which $22.5 million are due upon various regulatory approvals to commercialize the products. In addition, NeuPharma is eligible to receive payments of up to an aggregate of $40 million upon Checkpoint’s successful achievement of certain sales milestones based on aggregate net sales, in addition to royalty payments based on a tiered mid to high-single digit percentage of net sales. In September 2016, Checkpoint dosed the first patient in a Phase 1/2 clinical study of CK‑101, which is currently ongoing as of December 31, 2019. Teva Pharmaceutical Industries Ltd. License Agreement (through its subsidiary, Cephalon, Inc.) In December 2015, Fortress entered into a license agreement with Teva Pharmaceutical Industries Ltd. through its subsidiary, Cephalon, Inc. (“Cephalon”). This agreement was assigned to Checkpoint by the Company on the same date. Under the terms of the license agreement, Checkpoint obtained an exclusive, worldwide license to Cephalon’s patents relating to CEP‑8983 and its small molecule prodrug, CEP‑9722, a PARP inhibitor, which Checkpoint referred to as CK‑102. Checkpoint paid Cephalon an up-front licensing fee of $0.5 million. In August 2018, Checkpoint gave notice to Cephalon of its intention to terminate the license agreement, which became effective in February 2019. Jubilant Biosys Limited License Agreement In May 2016, Checkpoint entered into a license agreement with Jubilant Biosys Limited (“Jubilant”), whereby Checkpoint obtained an exclusive, worldwide license (the “Jubilant License”) to Jubilant’s family of patents covering compounds that inhibit BRD4, a member of the BET domain for cancer treatment, including CK‑103. Under the terms of the Jubilant License, Checkpoint paid Jubilant an up-front licensing fee of $2.0 million, and Jubilant is eligible to receive payments up to an aggregate of approximately $89.0 million upon Checkpoint’s successful achievement of certain preclinical, clinical development, and regulatory milestones, of which $59.5 million are due upon various regulatory approvals to commercialize the products. In addition, Jubilant is eligible to receive payments up to an aggregate of $89.0 million upon Checkpoint’s successful achievement of certain sales milestones based on aggregate net sales, in addition to royalty payments based on a tiered low to mid-single digit percentage of net sales. In connection with the Jubilant License, Checkpoint entered into a sublicense agreement with TGTX (the “Sublicense Agreement”), a related party, to develop and commercialize the compounds licensed in the field of hematological malignancies, with Checkpoint retaining the right to develop and commercialize these compounds in the field of solid tumors. Michael Weiss, Chairman of the Board of Directors of Checkpoint and the Company’s Executive Vice Chairman, Strategic Development, is also the Executive Chairman, President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the Sublicense Agreement, TGTX paid Checkpoint $1.0 million, representing an upfront licensing fee, recorded as collaboration revenue – related party and Checkpoint is eligible to receive substantive potential milestone payments up to an aggregate of approximately $87.2 million upon TGTX’s successful achievement of clinical development and regulatory milestones. Such potential milestone payments may approximate $25.5 million upon TGTX’s successful completion of three clinical development milestones for two licensed products, and up to approximately $61.7 million upon the achievement of five regulatory approvals and first commercial sales in specified territories for two licensed products. In addition, Checkpoint is eligible to receive potential milestone payments up to an aggregate of $89.0 million upon TGTX’s successful achievement of three sales milestones based on aggregate net sales by TGTX, for two licensed products, in addition to royalty payments based on a mid-single digit percentage of net sales by TGTX. TGTX also pays Checkpoint for 50% of IND enabling costs and patent expenses. The Company recognized $0.1 million and $0.4 million in revenue related to this arrangement during the year ended December 31, 2019 and 2018, respectively. The collaborations with TGTX each contain single material performance obligations under Topic 606, which is the granting of a license that is functional intellectual property. Checkpoint's performance obligation was satisfied at the point in time when TGTX had the ability to use and benefit from the right to use the intellectual property. The performance obligations of the original agreements were satisfied prior to the adoption of Topic 606. The performance obligation of the amendment to the collaboration agreement was satisfied in June 2019. The milestone payments are based on successful achievement of clinical development, regulatory, and sales milestones. Because these payments are contingent on the occurrence of a future event, they represent variable consideration and are constrained and included in the transaction price only when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The sales-based royalty payments are recognized as revenue when the subsequent sales occur. Checkpoint also receives variable consideration for certain research and development, out-of-pocket material costs and patent maintenance related activities that are dependent upon the Company's actual expenditures under the collaborations and are constrained and included in the transaction price only when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Revenue is recognized approximately when the amounts become due because it relates to an already satisfied performance obligation. For the year ended December 31, 2019, Checkpoint did not receive any milestone or royalty payments. Cyprium License Agreement with the Eunice Kennedy Shriver National Institute of Child Health and Human Development In March 2017, Cyprium and the Eunice Kennedy Shriver National Institute of Child Health and Human Development (“NICHD”), part of the National Institutes of Health (“NIH”), entered into a Cooperative Research and Development Agreement to advance the clinical development of Phase 3 candidate CUTX-101 (copper histidinate injection) for the treatment of Menkes disease. Cyprium and NICHD also entered into a worldwide, exclusive license agreement to develop and commercialize AAV-based ATP7A gene therapy for use in combination with CUTX-101 for the treatment of Menkes disease and related copper transport disorders . Cyprium made an upfront payment of $0.1 million to NICHD upon execution of the exclusive license. NICHD is eligible to receive payments of up to an aggregate of approximately $1.7 million upon Cyprium’s successful achievement of certain clinical development and regulatory milestones for each licensed product, in addition to $1 million upon first commercial sale of a product candidate. In addition, in the event Cyprium sells a Priority Review Voucher that it receives from the FDA in connection with the approval of one of its product candidates (a "PRV") to a third party, it is obligated to pay to NIH 20% of the proceeds that it receives from such third party with respect to the first PRV sold, and 15% of the proceeds with respect to the second PRV sold. In the alternative, in the event Cyprium redeems a PRV in connection with seeking priority review for one of its product candidates, Cyprium will be obligated to pay NIH $15 million. For the years ended December 31, 2019 and 2018, no expense was recorded in connection with this license. Helocyte License Agreement with the City of Hope Helocyte entered into the original license agreement with City of Hope National Medical Center (“COH”) on March 31, 2015, to secure: (i) an exclusive worldwide license for two immunotherapies for Cytomegalovirus (“CMV”) control in the post-transplant setting (known as Triplex and PepVax). In consideration for the license and option, Helocyte made an upfront payment of $0.2 million. In March 2016, Helocyte entered into amended and restated license agreements for each of its PepVax and Triplex immunotherapies programs with its licensor COH. The amended and restated licenses expand the intellectual property and other rights granted to Helocyte by COH in the original license agreement without modifying the financial terms. In 2018, Helocyte discontinued the development of PepVax and terminated the related license and clinical trial agreements with COH. If Helocyte successfully develops and commercializes Triplex, COH is eligible to receive up to $3.7 million related to three financial milestones, $7.5 million in development milestones for the remaining two development milestones and up to $26.0 million in three milestones related to net sales for each licensed product. To date Helocyte has completed a Phase 2 clinical trial program for Triplex. In April 2015, Helocyte secured the exclusive worldwide rights to an immunotherapy for the prevention of congenital CMV: ConVax (formerly Pentamer) from COH for an upfront payment of $45,000. If Helocyte successfully develops and commercializes Pentamer, COH could receive up to $5.5 million for the achievement of four development milestones, $26.0 million for three sales milestones, single digit royalties based on net sales reduced by certain factors and a minimum annual royalty of $0.75 million per year following a first marketing approval. For the twelve months ended December 31, 2019 and 2018, Helocyte recorded nil and $1.5 million respectively in research and development - licenses acquired on the Consolidated Statement of Operations in connection with this license. The expense recorded in 2018 was in connection to the achievement of the development milestone related to the completion of the Phase 2 clinical study for Triplex. License with the National Institute of Allergy and Infectious Disease (NIAD) In December 2019, Helocyte entered into a non-exclusive license agreement with the National Institute of Allergy and Infectious Disease (a division of the National Institutes of Health (“NIAID”)) for the use of certain material pertaining to one of its product candidates. Helocyte agreed to pay an upfront fee of $0.5 million, which is payable in three separate installments, as well as a minimum annual royalty of $55,000. Additional payments of up to $1,050,000 in the aggregate are due upon the achievement of four developmental milestones, and royalties in the low single digits are due on net sales of licensed products. For the twelve months ended December 31, 2019 and 2018, Helocyte recorded $0.5 million and nil, respectively, in research and development - licenses acquired on the Consolidated Statement of Operations in connection with this license. Mustang For the years ended December 31, 2019 and 2018 Mustang recorded the following expense in research and development – licenses acquired: ($ in thousands) For the Years Ended December 31, Institution Program 2019 2018 City of Hope MB-102 (CD 123 CAR T for AML) $ 250 $ — Nationwide Children's Hospital MB-108 (C134 Oncolytic Virus for GBM) 200 — City of Hope MB-104 (CS1 CAR T for Multiple Myeloma and Light Chain Amyloidosis) 200 — City of Hope MB-105 (PSCA CAR T for Prostate & Pancreatic Cancers) 200 — CSL Behring MB-107 (XSCID) 200 — UCLA MB-105 (PSCA CAR T for Prostate & Pancreatic Cancers) 300 — City of Hope MB-103 (HER2 CAR T for GBM & Metastatic Breast Cancer to Brain) — 200 St. Jude MB-107 (XSCID) — 1,000 City of Hope Manufacturing License — 75 Total $ 1,350 $ 1,275 License Agreement with City of Hope In March 2015, Mustang entered into an exclusive license agreement with COH to acquire intellectual property rights pertaining to CAR T (the “COH License”). Pursuant to the COH License, Mustang paid COH an upfront fee of $2.0 million in April 2015 (included in research and development-licenses acquired expenses on the Consolidated Statement of Operations) and granted COH 1.0 million shares of Mustang’s Class A Common Stock, representing 10% ownership of Mustang. Additional payments totaling $2.0 million are due upon the completion of two financial milestones, and payments totaling $14.5 million are due upon the completion of six development goals. Future mid-single digit royalty payments are due on net sales of licensed products, with a minimum annual royalty of $1.0 million. In February 2017, the Company and COH amended and restated the Original Agreement by entering into three separate amended and restated exclusive license agreements, one relating to CD123 (MB-102), one relating to IL13Rα2 (MB-101) and one relating to the Spacer technology, that amended the Original Agreement in certain other respects, and collectively replace the Original Agreement in its entirety. The total potential consideration payable to COH by the Company, in equity or cash, did not, in the aggregate, change materially from the Original Agreement. CD123 License with City of Hope (MB-102) Pursuant to the CD123 License, Mustang and COH acknowledge that an upfront fee was paid under the Original License. In addition, an annual maintenance fee will continue to apply. COH is eligible to receive up to approximately $14.5 million in milestone payments upon and subject to the achievement of certain milestones. Royalty payments in the mid-single digits are due on net sales of licensed products. Mustang is obligated to pay COH a percentage of certain revenues received in connection with a sublicense in the mid-teens to mid-thirties, depending on the timing of the sublicense in the development of any product. In addition, equity grants made under the Original License were acknowledged, and the anti-dilution provisions of the Original License were carried forward. For the year ended December 31, 2019, Mustang expensed a non-refundable milestone payment of $0.3 million upon the twelfth patient dosed in a Phase 1 clinical study of CD123. There were no expenses recorded in 2018 in connection with this license. Nationwide Children’s Hospital License Agreement (MB-108) In February 2019, Mustang announced that it partnered and entered into an exclusive worldwide license agreement with Nationwide Children’s Hospital (“Nationwide”) to develop their C134 oncolytic virus (MB-108) for the treatment of glioblastoma multiforme (“GBM”). Mustang intends to combine MB-108 with MB-101 (IL13Rα2-specific CAR T) to potentially enhance efficacy in treating GBM. For the year ended December 31, 2019, Mustang paid $0.2 million in consideration for the license to exclusive, worldwide rights to develop and commercialize products that incorporate data, know-how and/or MB-108 that were developed at Nationwide. Additional payments are due to Nationwide upon achievement of development and commercialization milestones totaling $152.8 million. Royalty payments in the low-single digits are due on net sales of licensed products. CS1 Technology License with City of Hope (MB-104) On May 31, 2017, Mustang entered into an exclusive license agreement with the COH for the use of CS1 specific CAR T technology (CS1 Technology) to be directed against multiple myeloma. Pursuant to the Agreement, Mustang paid an upfront fee of $0.6 million on July 3, 2017, and owes an annual maintenance fee of $50,000, which began in 2019. Additional payments of up to $14.9 million are due upon and subject to the achievement of ten development milestones, and royalty payments in the mid-single digits are due on net sales of licensed products. During the year ended December 31, 2019, Mustang expensed a non-refundable milestone payment of $0.2 million upon the first patient dosed in a Phase 1 clinical study of CS1. There were no expenses recorded in 2018 in connection with this license. PSCA Technology License with City of Hope (MB-105) On May 31, 2017, Mustang entered into an exclusive license agreement with the COH for the use of prostate stem cell antigen (“PSCA”) CAR T technology (“PSCA Technology”) to be used in the treatment of prostate cancer. Pursuant to the Agreement, Mustang paid an upfront fee of $0.3 million on July 3, 2017, and owes an annual maintenance fee of $50,000, which began in 2019. Additional payments of up to $14.9 million are due upon and subject to the achievement of ten development milestones, and royalty payments in the mid-single digits are due on net sales of licensed products. During the years ended December 31, 2019 and 2018, Mustang recorded an expense of $0.2 million and nil, respectively, in connection with the acquisition of this license. CSL Behring License (MB-107) On August 23, 2019, Mustang entered into a license agreement with CSL Behring (“CSL Behring License”) for the Cytegrity TM stable producer cell line for the production of MB-107 lentiviral gene therapy. Cytegrity(TM) stable producer cell line will be used to produce the viral vector for Mustang Bio's MB-107 lentiviral gene therapy program for the treatment of XSCID. Mustang licensed MB-107 from St. Jude in August 2018. Mustang paid $0.2 million in consideration for the license. CSL Behring is eligible to receive additional payments totaling $1.2 million upon the achievement of three development and commercialization milestones. Royalty payments in the low-single digits are due on net sales of licensed products. Upon the execution of the CSL Behring License, Mustang recorded research and development expense of $0.2 million in the statement of operations for the year ended December 31, 2019. License with University of California On March 17, 2017, Mustang entered into an exclusive license agreement with the Regents of the University of California (“UCLA License”) to acquire intellectual property rights in patent applications related to the engineered anti-prostate stem cell antigen antibodies for cancer targeting and detection. Pursuant to the UCLA Agreement, Mustang paid UCLA an upfront fee of $0.2 million on April 25, 2017. Annual maintenance fees also apply; additional payments are due upon achievement of certain development milestones totaling $14.3 million, and royalty payments in the mid-single digits are due on net sales of licensed pr |
Sponsored Research and Clinical
Sponsored Research and Clinical Trial Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Sponsored Research and Clinical Trial Agreements | |
Sponsored Research and Clinical Trial Agreements | 8. Sponsored Research and Clinical Trial Agreements Aevitas On January 25, 2018, Aevitas entered into a Sponsored Research Agreement with the University of Massachusetts (“UMass SRA”) for certain continued research and development activities related to the development of adeno-associated virus (“AAV”) gene therapies in complement-mediated diseases. The total amount to be funded by Aevitas under the UMass SRA is $0.8 million. Pursuant to the terms of the UMass SRA, Aevitas paid $0.8 million which was due upon execution. For the years ended December 31, 2019 and 2018, Aevitas recorded expense of approximately nil and $0.8 million, respectively, in connection with the UMass SRA. The expense was recorded in research and development expenses in the Company’s Consolidated Statements of Operations. On July 24, 2018, Aevitas entered into a Sponsored Research Agreement with the Trustees of the University of Pennsylvania (“UPenn SRA”) for certain continued research and development activities related to the development of AAV gene therapies in complement-mediated diseases. The total amount to be funded by Aevitas under the UPenn SRA is $2.0 million. Pursuant to the terms of the UPenn SRA, Aevitas paid $0.3 million which was due upon execution. For the years ended December 31, 2019 and 2018, Aevitas recorded expense of approximately $1.1 million and $0.5 million, respectively, in connection with the UPenn SRA. The expense was recorded in research and development expenses in the Company’s Consolidated Statements of Operations. On September 1, 2019, Aevitas entered into a Sponsored Research Arrangement (“SRA”) with Duke University School of Medicine (“Duke”). For the year ended December 31, 2019, Aevitas recorded approximately $0.1 million for the purpose of conducting a study to identify a dose range for AAV8 vectors in Dry Age-related Macular Degeneration (“Dry AMD”) in research and development expense on the consolidated statement of operations. No expense related to this SRA was recorded in 2018. Caelum On March 12, 2018, Caelum entered into a Sponsored Research Agreement with Columbia University to conduct preclinical research in connection with CAEL‑101. The total cost of the study approximates $0.1 million. For the year ended December 31, 2018, Caelum recorded expense of approximately $0.1 million in connection with the agreement in research and development expense in the Company’s Consolidated Statements of Operations. In January 2019, in connection with the Alexion DOSPA the Company ceased to consolidate Caelum (see Note 4). Cellvation In October 2016, Cellvation entered research funding agreement with the University of Texas in connection with the license for a method and apparatus for conditioning cell populations for cell therapies. In connection with this agreement Cellvation agreed to fund $0.8 million of research quarterly through March 31, 2018. The agreement was revised effective May 1, 2017, with quarterly payments extended through December 31, 2018. For the years ended December 31, 2019 and 2018, Cellvation recorded an expense of $0.1 million and $0.3 million, respectively, representing amounts due under this arrangement. Checkpoint In connection with its license agreement with NeuPharma, Checkpoint entered into a Sponsored Research Agreement with NeuPharma for certain research and development activities. Effective January 11, 2016, TGTX, a related party, agreed to assume all costs associated with this Sponsored Research Agreement and paid Checkpoint for all amounts previously paid by the Company. For the year ended December 31, 2019 and 2018, approximately nil and $35,000, respectively, was recognized in revenue from a related party in connection with the Sponsored Research Agreement in the Consolidated Statements of Operations. Helocyte PepVax Clinical Research and Support Agreements In March 2016, Helocyte entered into an Investigator-Initiated Clinical Research Support Agreement, as amended, with the COH, to support a Phase 2 clinical study of its PepVax immunotherapy for CMV control in allogeneic stem cell transplant recipients (“PepVax Research Agreement”). The Phase 2 study is additionally supported by grants from the National Institutes of Health/National Cancer Institute (“NCI”). During 2018, Helocyte elected to discontinue the further development of its HLA-restricted, single-antigen PepVax program and as such ceased to incur costs associated with this program. For the years ended December 31, 2019 and 2018, Helocyte recorded nil and $0.1 million, respectively, in connection with the PepVax Research Agreement, recorded in research and development expenses in the Company’s Consolidated Statements of Operations. In 2018 Helocyte discontinued the development of PepVax and terminated this arrangement. ConVax (Pentamer) Sponsored Research Agreement On May 1, 2017, Helocyte and COH entered in a Sponsored Research Agreement for preclinical studies in connection with the development of ConVax. In June 2017, Helocyte made an upfront payment of $1.5 million to fund the development plan, the payment was recorded as a prepayment on the Consolidated Balance Sheets. For the years ended December 31, 2019 and 2018, Helocyte recorded approximately nil and $1.3 million, respectively, in research and development expenses in the Company’s Consolidated Statements of Operations. This agreement expired during 2018. Mustang For the years ended December 31, 2019 and 2018 Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: ($ in thousands) For the Years Ended December 31, Institution Program 2019 2018 City of Hope CAR T development (multiple programs) $ 2,000 $ 2,000 City of Hope MB-102 (CD123 CAR T for AML) 1,202 835 City of Hope MB-101 (IL13Rα2 CAR T for Glioblastoma) 876 1,056 City of Hope Manufacturing License 457 458 St. Jude MB-107 (XSCID) 777 — Fred Hutch MB-106 (CD20 CAR T for GBM & Metastatic Breast Cancer to Brain) 762 1,301 Beth Israel Deaconess Medical Center CRISPR (multiple programs) 69 69 Total $ 6,143 $ 5,719 City of Hope Sponsored Research Agreement In March 2015, in connection with Mustang’s license with COH for the development of CAR T, Mustang entered into a Sponsored Research Agreement in which Mustang will fund continued research in the amount of $2.0 million per year, payable in four equal annual installments, until 2020. The research covered under this arrangement is for IL13Rα2 (MB-101), CD123 (MB-102) and the Spacer technology. For the years ended December 31, 2019 and 2018, Mustang incurred expense of $2.0 million and $2.0 million, respectively and recorded as research and development expense in the Company’s Consolidated Statement of Operations. CD123 (MB-102) Clinical Research Support Agreement On February 17, 2017, Mustang entered into a Clinical Research Support Agreement for CD123. Pursuant to the terms of this agreement, Mustang made an upfront payment of approximately $20,000 and will contribute an additional $0.1 million per patient in connection with the on-going investigator-initiated study. Further, Mustang agreed to fund approximately $0.2 million over three years pertaining to the clinical development of CD123. For the years ended December 31, 2019 and 2018 Mustang recorded approximately $1.2 million and $0.8 million, respectively, in research and development expenses in the Company’s Consolidated Statements of Operations. IL13Rα2 (MB-101) Clinical Research Support Agreement Also, on February 17, 2017, Mustang entered into a Clinical Research Support Agreement for IL13Rα2 (“IL13Rα2 CRA”). Pursuant to the terms of this agreement Mustang made an upfront payment of approximately $9,300 and will contribute an additional $0.1 million per patient in connection with the on-going investigator-initiated study. Further, Mustang agreed to fund approximately $0.2 million over three years pertaining to the clinical development of IL13Rα2. For the years ended December 31, 2019 and 2018, Mustang recorded approximately $0.9 million and $1.1 million, respectively, in research and development expenses under the IL13Rα2 CRA in the Company’s Consolidated Statements of Operations. City of Hope Sponsored Research Agreement - Manufacturing On January 3, 2018, Mustang entered into a Sponsored Research Agreement with COH to optimize and develop CAR T cell processing procedures. Pursuant to the SRA, the Company will fund continued research in the amount of $0.9 million for the program, which has an initial term of two (2) years. For the years ended December 31, 2019 and 2018 Mustang recorded approximately $0.5 million and $0.5 million, respectively, in research and development expenses in the Company’s Consolidated Statements of Operations. CRISPR Sponsored Research Agreement with Beth Israel Deaconess Medical Center, Inc. On November 28, 2017, Mustang entered into a Sponsored Research Agreement with Beth Israel Deaconess Medical Center Inc. (“BIDMC”) to perform research relating to gene editing, via the use of CRISPR/Cas9, to be used in enhancing the efficacy of chimeric antigen receptor T (CAR T) cell therapies for solid tumor indications and to generate universal off the shelf CAR T cell therapies for both liquid and solid tumor indications. Mustang agreed to fund approximately $0.8 million over a three-year period. Mustang recorded $0.1 million and $0.1 million in 2019 and 2018, respectively, related to this agreement in research and development expenses in the Company’s Consolidated Statements of Operations. The CRISPR license was terminated in 2019, see Note 7. CD20 (MB-106) Clinical Trial Agreement with Fred Hutch Also, on July 3, 2017, in conjunction with the CD20 Technology License from Fred Hutch, Mustang entered into an investigator-initiated clinical trial agreement (“CD20 CTA”) to provide partial funding for a Phase 1/2 clinical trial at Fred Hutch evaluating the safety and efficacy of the CD20 Technology in patients with relapsed or refractory B-cell non-Hodgkin lymphomas. In connection with the CD20 CTA, Mustang agreed to fund up to $5.3 million of costs associated with the clinical trial, which commenced during the fourth quarter of 2017. For the years ended December 31, 2019 and 2018 Mustang recorded $0.8 million and $1.3 million of expense, respectively, related to this agreement in research and development expenses in the Company’s Consolidated Statements of Operations. MB-107 (XSCID) Non-International Services Agreement with St. Jude In December 2019, Mustang entered into a Non-Interventional Services Agreement with Children's CGMP, LLC ("CGMP"), an affiliate of St. Jude Children's Research Hospital, pursuant to which CGMP provides lentiviral vector for non-clinical XSCID research purposes, as well as related advisory services. Mustang agreed to fund approximately $0.8 million upon execution of the agreement, which was recorded in research and development expenses for the year ended December 31, 2019 in the Company's Consolidated Statements of Operations. Tamid On November 30, 2017, in connection with its three separate license agreements with UNC, Tamid entered into a Sponsored Research Agreement with UNC (“UNC SRA”) for certain continued research and development activities related to Nanodysferlin for treatment of Dysferlinopathy, and AAV-HLA-G for corneal transplant rejection. Total amount to be funded by Tamid under the UNC SRA is $2.3 million over a term of three years. Pursuant to the terms of the UNC SRA, Tamid paid $0.8 million which was due upon execution. For the years ended December 31, 2019 and 2018, Tamid recorded expense of nil and $0.7 million respectively in connection with the UNC SRA. The expense was recorded in research and development expenses in the Company’s Consolidated Statements of Operations. Effective December 2019, Tamid returned the license to UNC and ceased to incur costs associated with the development of products under this license. |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2019 | |
Intangibles | |
Intangibles | 9. Intangibles On July 22, 2019 Journey purchased Ximino®, a minocycline hydrochloride used to treat acne from a third party. Pursuant to the terms and conditions of the Asset Purchase Agreement (“APA”), total consideration for the APA is $9.4 million, comprised of an upfront payment of $2.4 million payable within 60 days after execution on September 22, 2019. The remaining four payments totaling $7.0 million are due in consecutive years commencing on the second anniversary of execution of the APA. In addition, Journey is obligated to pay royalties in the mid-single digits based on net sales of Ximino, subject to specified reductions. The Company, in accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , determined the purchase of Ximino did not constitute the purchase of a business, and therefore recorded the purchase price of Ximino as an asset, to be amortized over the life of the product, which is deemed to be seven years. In addition, the Company determined pursuant to ASC 450, Contingencies, that royalty payments in connection with the APA will be recorded when they become payable with a corresponding charge to cost of goods sold. In accordance with the terms of the APA Journey will incur interest expense in the event of payment default. As such per ASC 835-30 Interest-Imputed Interest, Journey recorded an initial discount for imputed interest of $2.3 million. As of December 31, 2019, Journey recorded an intangible asset related to this transaction of $7.1 million which was recorded on the consolidated balance sheet of Fortress. On August 31, 2018, JMC entered into an agreement with a third party to acquire the exclusive rights to Exelderm®, a topical antifungal available in a cream and solution. This acquisition was recorded as an intangible asset and expense will be recognized over the expected life of Exelderm® of 3 years. JMC commenced the sale of Exelderm® in September 2018 and accordingly commenced the amortization of this cost. In January 2016, JMC entered into a licensing agreement with a third party to distribute its prescription wound cream Luxamend ® and paid an upfront fee of $50,000. Additionally, in January 2016, JMC entered into a licensing agreement with a third party to distribute its prescription emollient Ceracade ® for the treatment of various types of dermatitis and paid an upfront fee of $0.3 million. JMC commenced the sale of both of these products during the year ended December 31, 2016 and accordingly commenced the amortization of these costs over their respective three year estimated useful life. In March 2015, JMC entered into a license and supply agreement to acquire the rights to distribute Targadox® a dermatological product for the treatment of acne. JMC made an upfront payment of $1.3 million. Further payments will be made based on a revenue sharing arrangement. JMC received FDA approval for the manufacturing of this product in July 2016 and commenced sales of this product in October 2016. The table below provides a summary of intangible assets as of December 31, 2019 and 2018, respectively: Estimated Useful ($ in thousands) Lives ( Years) December 31, 2019 December 31, 2018 Intangible assets – asset purchases 3 to 7 $ 9,934 $ 2,800 Total 9,934 2,800 Accumulated amortization (2,557) (1,383) Net intangible assets $ 7,377 $ 1,417 The table below provides a summary for the years ended December 31, 2019 and 2018, of recognized expense related to product licenses, which was recorded in costs of goods sold on the Consolidated Statement of Operations (see Note 19): Intangible ($ in thousands) Assets Beginning balance at January 1, 2018 $ 883 Additions 1,200 Amortization expense (666) Ending balance at December 31, 2018 $ 1,417 Additions: Purchase of Ximino 1 7,134 Amortization expense (1,174) Ending balance at December 31, 2019 $ 7,377 Note 1: Includes an upfront payment of $2.4 million and four payments totaling $7.0 million due in consecutive years commencing on the second anniversary of the execution of the APA. Such payments were discounted by $2.3 million as a result of the long-term nature of such payments. The future amortization of these intangible assets is as follows ($ in thousands): Total Ximino® Exelderm® Amortization Year Ended December 31, 2020 $ 1,019 $ 400 $ 1,419 Year Ended December 31, 2021 1,019 267 1,286 Year Ended December 31, 2022 1,019 — 1,019 Year Ended December 31, 2023 1,019 — 1,019 Year Ended December 31, 2024 1,019 — 1,019 Thereafter 1,615 1,615 Total $ 6,710 $ 667 $ 7,377 |
Debt and Interest
Debt and Interest | 12 Months Ended |
Dec. 31, 2019 | |
Debt and Interest | |
Debt and Interest | 10. Debt and Interest Debt Total debt consists of the following as of December 31, 2019 and December 31, 2018: December 31, ($ in thousands) 2019 2018 Interest rate Maturity IDB Note $ 14,929 $ 14,929 2.25 % Aug - 2021 5 2017 Subordinated Note Financing 3,254 3,254 8.00 % March - 2021 2017 Subordinated Note Financing 13,893 13,893 8.00 % 3 May - 2021 2017 Subordinated Note Financing 1,820 1,820 8.00 % 3 June - 2021 2017 Subordinated Note Financing 3,018 3,018 8.00 % 3 August - 2021 2017 Subordinated Note Financing 6,371 6,371 8.00 % 3 September - 2021 2018 Venture Notes 6,517 6,517 8.00 % August - 2021 2018 Venture Notes 15,190 15,190 8.00 % September - 2021 Opus Credit Facility 1 9,000 9,500 12.00 % September - 2021 Mustang Horizon Notes 2 15,750 — 9.00 % October - 2022 Caelum Convertible Note, at fair value 4 — 1,000 8.00 % January - 2019 Caelum Convertible Note, at fair value 4 — 6,800 8.00 % February - 2019 Caelum Convertible Note, at fair value 4 — 2,114 8.00 % March - 2019 Total notes payable 89,742 84,406 Less: Discount on notes payable 5,086 4,903 Total notes payable $ 84,656 $ 79,503 Note 1: Classified as short-term on the Company's Consolidated Balance Sheet as of December 31, 2018. Classified as long-term on the Company's Consolidated Balance Sheet as of December 31, 2019. Note 2: Interest rate is 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one year maturity date extension, the interest rate of 9.0% takes effect in year 4 of the note. Note 4: These notes converted in January 2019 with Caelum's execution of the DOSPA with Alexion (see Note 4). Note 5: Maturity was extended into 2021 in January 2020. IDB Note On February 13, 2014, the Company executed a promissory note in favor of IDB in the amount of $15.0 million (the “IDB Note”). The Company borrowed $14.0 million against this note and used it to repay its prior loan from Hercules Technology Growth Capital, Inc. The Company may request revolving advances under the IDB Note in a minimum amount of $0.1 million (or the remaining amount of the undrawn balance under the IDB Note if such amount is less than $0.1 million). All amounts advanced under the IDB Note are due in full at the earlier of: (i) August 1, 2020, as extended or (ii) on the IDB’s election following the occurrence and continuation of an event of default. The unpaid principal amount of each advance shall bear interest at a rate per annum equal to the rate payable on the Company’s money market account plus a margin of 150 basis points. The interest rate at December 31, 2019 was 2.25%. The IDB Note contains various representations and warranties customary for financings of this type. The obligations of the Company under the IDB Note are collateralized by a security interest in, a general lien upon, and a right of set-off against the Company’s money market account of $15.0 million, which is recorded as restricted cash in the Company's consolidated balance sheets, pursuant to the Assignment and Pledge of Money Market Account, dated as of February 13, 2014 (the “Pledge Agreement”). Pursuant to the Pledge Agreement, the Bank may, after the occurrence and continuation of an event of default under the IDB Note, recover from the money market account all amounts outstanding under the IDB Note. The Pledge Agreement contains various representations, warranties, and covenants customary for pledge agreements of this type. The Company will default on the IDB Note if, among other things, it fails to pay outstanding principal or interest when due. Following the occurrence of an event of default under the IDB Note, the Bank may: (i) declare the entire outstanding principal balance of the IDB Note, together with all accrued interest and other sums due under the IDB Note, to be immediately due and payable; (ii) exercise its right of setoff against any money, funds, credits or other property of any nature in possession of, under control or custody of, or on deposit with IDB; (iii) terminate the commitments of IDB; and (iv) liquidate the money market account to reduce the Company’s obligations to IDB. On September 18, 2017, the maturity on the IDB Note was extended to August 1, 2020. In January 2020, the maturity on the IDB Note was extended to August 1, 2021. The Company applied the 10% cash flow test pursuant to ASC 470 to calculate the difference between the present value of the amended IDB Note’s cash flows and the present value of the original remaining cash flow and concluded that the results didn't exceed the 10% factor, the debt modification is not considered substantially different and did not apply extinguishment accounting, rather accounting for the modification on a prospective basis pursuant to ASC 470. The Company only pays interest on the IDB Note through maturity. At December 31, 2019 and 2018, the Company had approximately $14.9 million outstanding under its promissory note with IDB. Helocyte Convertible Notes During 2016 Helocyte entered into an agreement with Aegis Capital Corp. (“Aegis”) to raise up to $5.0 million in convertible notes. The notes had an initial term of 18 months, which could be extended at the option of the holder, on one or more occasions, for up to 180 days and accrue simple interest at the rate of 5% per annum for the first 12 months and 8% per annum simple interest thereafter. The notes are guaranteed by Fortress. The outstanding principal and interest of the notes automatically converts into the type of equity securities sold by Helocyte in the next sale of equity securities in which Helocyte realizes aggregate gross cash proceeds of at least $10.0 million (before commissions or other expenses and excluding conversion of the notes) at a conversion price equal to the lesser of (a) the lowest price per share at which equity securities of Helocyte are sold in such sale less a 33% discount and (b) a per share price based on a pre-offering valuation of $50.0 million divided by the number of common shares outstanding on a fully-diluted basis. The outstanding principal and interest of the notes may be converted at the option of the holder in any sale of equity securities that does not meet the $10.0 million threshold for automatic conversion using the same methodology. The notes also automatically convert upon a “Sale” of Helocyte, defined as (a) a transaction or series of related transactions where one or more non-affiliates acquires (i) capital stock of Helocyte or any surviving successor entity possessing the voting power to elect a majority of the board of directors or (ii) a majority of the outstanding capital stock of Helocyte or the surviving successor entity (b) the sale, lease or other disposition of all or substantially all of Helocyte’s assets or any other transaction resulting in substantially all of Helocyte’s assets being converted into securities of another entity or cash. Upon a Sale of Helocyte, the outstanding principal and interest of the notes automatically converts into common shares at a price equal to the lesser of (a) a discount to the price per share being paid in the Sale of Helocyte equal to 33% or (b) a conversion price per share based on a pre-sale valuation of $50.0 million divided by the fully-diluted common stock of Helocyte immediately prior to the Sale of Helocyte (excluding the notes). As of December 31, 2016, Helocyte realized net proceeds in its four separate closings of $3.9 million after paying Aegis, its placement fee of $0.4 million, or approximately 10% of the net proceeds, and legal fees of approximately $0.1 million. Additionally, Aegis received warrants (“Helocyte Warrants”) to purchase the number of shares of Helocyte’s common stock equal to $0.4 million, divided by the price per share at which any note sold to investors first converts into Helocyte’s common stock. The warrants are issued at each closing. The Helocyte Warrants, which were recorded as a liability in accordance with ASC 815, have a five-year term and have a per share exercise price equal to 110% of the price per share at which any note sold to investors first converts into Helocyte’s common stock. The Offering expired on December 31, 2016. Due to the complexity and number of embedded features within each convertible note, and as permitted under accounting guidance, the Company elected to account for the convertible notes and all the embedded features under the fair value option. During the twelve months ended December 31, 2018, the Helocyte Convertible Notes matured, and were all repaid in full. Opus Credit Facility Agreement On September 14, 2016, Fortress entered into a Credit Facility Agreement (the “Opus Credit Facility”) with Opus Point Healthcare Innovations Fund, LP (“OPHIF”). Since Fortress’s Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald) and Fortress’s Executive Vice President, Strategic Development (Michael S. Weiss), are Co-Portfolio Managers and Partners of Opus Point Partners Management, LLC (“Opus”), an affiliate of OPHIF, all of the disinterested directors of Fortress’s board of directors approved the terms of the Credit Facility Agreement and accompanying Pledge and Security Agreement and forms of Note and Warrant (collectively, the “Financing Documents”). Pursuant to the Opus Credit Facility, Fortress was eligible to borrow up to a maximum aggregate amount of $25.0 million from OPHIF and any other lender that joins the Credit Facility Agreement from time to time (OPHIF and each subsequent lender, a “Lender”) under one or more convertible secured promissory notes (each a “Note”) from September 14, 2016 until September 1, 2017 (the “Commitment Period”). All amounts borrowed under the Credit Facility Agreement were required to be paid in full by September 14, 2018 (the “Maturity Date”), however Fortress had the right to prepay the Notes at any time without penalty. Pursuant to the Opus Credit Facility and form of Note, each Note will bear interest at 12% per annum and interest will be paid quarterly in arrears commencing on December 1, 2016 and on the first business day of each September, December, March and June thereafter until the Maturity Date. Upon the occurrence and continuance of an event of default (as specified in Credit Facility Agreement and form of Note), each Note will bear interest at 14% and be payable on demand. The Lenders may elect to convert the principal and interest of the Notes at any time into shares of Fortress’s common stock (“Common Stock”) at a conversion price of $10.00 per share. All Notes are secured by shares of capital stock currently held by Fortress in certain Fortress Companies as set forth in the Pledge and Security Agreement entered into between Fortress, its wholly owned subsidiary, FBIO Acquisition, Inc., and OPHIF (as collateral agent on behalf of all the Lenders) on September 14, 2016 (the “Pledge and Security Agreement”). Fortress may terminate the Opus Credit Facility upon notice to the Lenders and payment of all outstanding obligations under the Credit Facility Agreement. Notwithstanding any early termination of the Credit Facility Agreement, within 15 days after termination of the Commitment Period, Fortress will issue each Lender warrants (each a “Warrant”) pursuant to the terms of the Credit Facility Agreement and form of Warrant to purchase their pro rata share of (a) 1,500,000 shares of Common Stock; and (b) that number of shares of Common Stock equal to the product of (i) 1,000,000, times (ii) the principal amount of all Notes divided by 25,000,000. The Warrants will have a five-year term and will be exercisable at a price of $3.00 per share. On March 12, 2018, the Company and OPHIF amended and restated the Opus Credit Facility (the “A&R Opus Credit Facility”). The A&R Opus Credit Facility extended the maturity date of the notes issued under the Opus Credit Facility from September 14, 2018 by one year to September 14, 2019. In September 2019 the A&R Opus Credit Facility was amended to extend the maturity of the notes under the Opus Credit Facility from September 14, 2019 to September 14, 2021. The A&R Opus Credit Facility also permits the Company to make portions of interest and principal repayments in the form of shares of the Company’s common stock and/or in common stock of the Company’s publicly traded subsidiaries, subject to certain conditions. Fortress retains the ability to prepay the Notes at any time without penalty. The notes payable under the A&R Opus Credit Facility continue to bear interest at 12% per annum. The A&R Opus Credit Facility was accounted for as a debt modification for the year ended December 31, 2018. On July 18, 2019, Fortress issued 396,825 common shares of Fortress at $1.26 per share to Dr. Rosenwald. The shares were issued as a prepayment by Fortress of $500,000 of debt owed to Dr. Rosenwald that was held in the name of OPHIF. The prepayment was made in the form of Fortress common stock, measured at the closing price on July 18, 2019, under that certain A&R Opus Credit Facility. As of December 31, 2019 and 2018, $9.0 million and $9.5 million, respectively, was outstanding under the Opus Credit Facility. Also, as of December 31, 2019 Opus dissolved and is in the process of distributing its assets among its Limited Partners. While this dissolution will not impact any of the terms under the Opus Credit Facility the Company is working with Opus to amend and restate the relevant documentation, in order memorialize the distribution of assets. IDB Letters of Credit The Company has several letters of credit (“LOC”) with IDB securing rent deposits for lease facilities totaling approximately $1.1 million. The LOC’s are secured by cash, which is included in restricted cash. Interest paid on the letters of credit is 2% per annum. 2017 Subordinated Note Financing On March 31, 2017, the Company entered into Note Purchase Agreements (the “Purchase Agreements”) with NAM Biotech Fund II, LLC I (“NAM Biotech Fund”) and NAM Special Situations Fund I QP, LLC (“NAM Special Situations Fund”), both of which are accredited investors, and sold subordinated promissory notes (the “Notes”) of the Company (the “2017 Subordinated Note Financing”) in the aggregate principal amount of $3.25 million. The Notes bear interest at the rate of 8% per annum; additionally, the Notes accrue paid-in-kind interest at the rate of 7% per annum, which will be paid quarterly in shares of the Company’s common stock and/or shares of common stock of one of the Company’s subsidiaries that are publicly traded, in accordance with the terms of the Notes. Each Note is due on the third anniversary of its issuance, provided that the Company may extend the maturity date for two one-year periods in its sole discretion. The 2017 Subordinated Note Financing is for a maximum of $40.0 million (which the Company may, in its sole discretion, increase to $50.0 million). National Securities Corporation (“NSC”), a subsidiary of National and a related party, (see Note 17), pursuant to a Placement Agency Agreement entered into between the Company, NAM Biotech Fund and NSC (the “NAM Placement Agency Agreement”) and a Placement Agency Agreement entered into between the Company, NAM Special Situations Fund and NSC (together with the NAM Placement Agency Agreement, the “Placement Agency Agreements”) acts as placement agent in the 2017 Subordinated Note Financing. Pursuant to the terms of the Placement Agency Agreements, NSC receives (in addition to reimbursement of certain expenses) an aggregate cash fee equal to 10% of the aggregate sales price of the Notes sold in the 2017 Subordinated Note Financing to NAM Biotech Fund and NAM Special Situations Fund. The Placement Agent also receives warrants equal to 10% of the aggregate principal amount of the Notes sold in the 2017 Subordinated Note Financing divided by the closing share price of the Company’s common stock on the date of closing (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable immediately at such closing share price for a period of five years. The Placement Agent will have a right of first offer for a period of 12 months for any proposed issuance of the Company’s capital stock in a private financing, subject to certain exceptions, and will also have the right to participate as an investor in subsequent financings. On March 31, 2017, the Company held its first closing of the 2017 Subordinated Note Financing and received gross proceeds of $3.2 million. NSC received a cash fee of approximately $0.3 million and warrant to purchase 87,946 shares of the Company’s common stock at an exercise price of per share $3.70. On May 1, 2017, the Company held a second closing of the 2017 Subordinated Note Financing and received gross proceeds of $8.6 million, before expenses. NSC received a placement agent fee of approximately $0.9 million in the second closing and warrants to purchase 234,438 shares of the Company’s common stock at an exercise price of $3.65 per share. On May 31, 2017, the Company held a third closing of the 2017 Subordinated Note Financing and received gross proceeds of $5.3 million, before expenses. NSC received a placement agent fee of approximately $0.5 million in the third closing and warrants to purchase 147,806 shares of the Company’s common stock at an exercise price of $3.61 per share. On June 30, 2017, the Company held a fourth closing of the 2017 Subordinated Note Financing and received gross proceeds of $1.8 million, before expenses. NSC received a placement agent fee of approximately $0.2 million in the fourth closing and warrants to purchase 38,315 shares of the Company’s common stock at an exercise price of $4.75 per share. On August 31, 2017, the Company held a fifth closing of the 2017 Subordinated Note Financing and received gross proceeds of $3.0 million, before expenses. NSC received a placement agent fee of approximately $0.3 million in the fifth closing and warrants to purchase 63,526 shares of the Company’s common stock at an exercise price of $4.75 per share. On September 30, 2017, the Company held a sixth closing of the 2017 Subordinated Note Financing and received gross proceeds of $6.4 million, before expenses. NSC received a placement agent fee of approximately $0.6 million in the sixth closing and warrants to purchase 144,149 shares of the Company’s common stock at an exercise price of $4.42 per share. Caelum Convertible Notes On July 31, 2017 Caelum through National Securities Corporation (“NSC” or “Placement Agent”), a subsidiary of National offered up to $10 million, convertible promissory notes (the “Caelum Convertible Notes”) to accredited investors (as defined under the U.S. Federal securities laws). Under the terms of the offering the Placement Agent received a 10% selling commission, payable by Caelum and deducted from the gross proceeds (see Note 17). During the year ended December 31, 2017, Caelum raised $9.9 million in the offering, in three separate closings and paid a placement fee equal to 10% of the proceeds of the sale or $0.9 million. Additionally NSC received warrants to purchase a number of shares the Caelum’s Common Stock equal to 10% of the aggregate amount of shares underlying the Notes with a per share exercise price equal to 110% of the per share conversion price of the Notes; provided, however, that if no Note converts, the exercise price will be $75 million dollars divided by the total number of fully-diluted shares of Common Stock outstanding immediately prior to exercise of the warrant, giving effect to the assumed conversion of all options, warrants, and convertible securities of the Company. The notes convert upon a qualified financing in which Caelum raises gross proceeds of at least $10 million as follows: the lesser of (a) a discount to the price per common share being paid in the Sale of the Company equal to 20% or (b) a conversion price per share based on a pre-sale valuation of $75,000,000 divided by the number of common shares outstanding at that time assuming the hypothetical conversion or exercise of any convertible securities, options, warrants and other rights to acquire common shares of the Company. The Company elected the fair value option to account for this note. On January 30, 2019 Caelum entered into a DOSPA and related documents by and among Caelum, Alexion, Fortress and the Caelum security holders’ parties thereto (including Fortress, the “Sellers”) (see Note 4). The first of four transactional components of the DOSPA is the purchase by Alexion of a number of shares of Caelum preferred stock equal to 19.9% of Caelum’s total capitalization for consideration of $30 million. This transaction caused the Caelum convertible notes to convert into 1,870,412,shares of Caelum preferred Class B stock. Based on this transaction, the notes were written down to par value of $9.9 million and the related warrant liability was written up to the full value of $1.0 million at December 31, 2018 (see Note 6). Further, the Alexion transaction resulted in the automatic conversion of the notes, as such on January 30, 2019 the notes were converted into equity. 2018 Venture Notes During the year ended December 31, 2018, the Company closed a private placement of promissory notes for an aggregate of $21.7 million (the “2018 Venture Notes”) through NSC. The Company intends to use the proceeds from the 2018 Venture Notes to acquire and license medical technologies and products through existing or recently formed Company subsidiaries. The Company may also use the proceeds to finance its subsidiaries. The notes mature 36 months from issuance, provided that during the first 24 months the Company may extend the maturity date by six months. No principal amount will be due for the first 24 months (or the first 30 months if the maturity date is extended). Thereafter, the note will be repaid at the rate of 1/12 of the principal amount per month for a period of 12 months. Interest on the note is 8% payable quarterly during the first 24 months (or the first 30 months if the note is extended) and monthly during the last 12 months. NSC acted as the sole placement agent for the 2018 Venture Notes. The Company paid NSC a fee of $1.7 million during the three months ended March 31, 2018 in connection with its placement of the 2018 Venture Notes. The 2018 Venture Notes allows the Company to transfer a portion of the proceeds from the 2018 Venture Notes to a Fortress subsidiary upon the completion by such subsidiary of an initial public offering in which it raises sufficient equity capital so that it has cash equal to five times the amount of the portion of the proceeds of the 2018 Venture Notes so transferred (the “SubCo Funding Threshold”). Through December 31, 2019, the Company has transferred $3.8 million to Aevitas, $1.6 million to Tamid, $2.2 Million to Cyprium and $2.0 million to Cellvation. Notwithstanding such transfers, the Company continues to hold such debt balances as liabilities on its own balance sheet on a consolidated basis, until such time as the SubCo Funding Threshold is met with respect to a particular subsidiary. In connection with this transfer NSC received warrants to purchase each such subsidiary’s stock equal to 25% of that subsidiary’s proceeds of the 2018 Venture Notes divided by the lowest price at which the subsidiary sells its equity in its first third party equity financing. The warrants issued have a term of 10 years and an exercise price equal to the par value of the Fortress subsidiary’s common stock. As of December 31, 2019, the warrants were contingently issuable as neither an initial public offering nor a third-party financing had occurred at any such subsidiary. Mustang Horizon Notes On March 29, 2019 (the "Closing Date"), Mustang entered into a $20.0 million Loan Agreement with Horizon Technology Finance Corporation ("Horizon"), herein referred to as the "Mustang Horizon Notes". In accordance with the Loan Agreement, $15.0 million of the $20.0 million loan was funded on the Closing Date, with the remaining $5.0 million fundable upon Mustang achieving certain predetermined milestones. Each advance under the Mustang Horizon Notes will mature 42 months from the first day of the month following the funding of the advance. The first three advances will mature on October 1, 2022 (the "Loan Maturity Date"). Each advance accrues interest at a per annum rate of interest equal to 9.00% plus the amount by which the one-month LIBOR Rate, as reported in the Wall Street Journal, exceeds 2.50%. The Loan Agreement provides for interest-only payments commencing May 1, 2019, through and including October 1, 2020. The interest-only period may be extended to April 1, 2021, if the Company satisfies the Interest Only Extension Milestone (as defined in the Loan Agreement). Thereafter, commencing May 1, 2021, amortization payments will be payable monthly in eighteen installments of principal and interest. At its option, upon ten business days' prior written notice to Horizon, the Company may prepay all or any portion greater than or equal to $500,000 of each of the outstanding advances by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest, subject to a prepayment charge of 4.0% of the then outstanding principal balance of each advance if such advance is prepaid on or before the Loan Amortization Date (as defined in the Loan Agreement), 3% if such advance is prepaid after the Loan Amortization Date applicable to such Loan, but on or prior to twelve months following the Loan Amortization Date, and 2% thereafter. In addition, a final payment equal to $250,000 for each advance (i.e., $750,000 in aggregate with respect to the initial $15.0 million) is due on the maturity date or other date of payment in full. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 5.0% per annum of the past due amount outstanding. Each advance of the loan is secured by a lien on substantially all of the assets of Mustang, other than Intellectual Property and Excluded Collateral (in each case as defined in the Loan Agreement), and contains customary covenants and representations, including a liquidity covenant, financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. The events of default under the Loan Agreement include, among other things, without limitation, and subject to customary grace periods, (1) Mustang's failure to make any payments of principal or interest under the Loan Agreement, promissory notes or other loan documents, (2) the Mustang's breach or default in the performance of any covenant under the Loan Agreement, (3) the occurrence of a material adverse change, (4) Mustang making a false or misleading representation or warranty in any material respect, (5) the Mustang's insolvency or bankruptcy, (6) certain attachments or judgments on the Mustang's assets, (7) the occurrence of any material default under certain agreements or obligations of Mustang involving indebtedness in excess of $250,000, or (8) failing to maintain certain minimum monthly cash balances which range from approximately $8 to $13 million over the term of the loan ($13.0 million as of December 31, 2019). If an event of default occurs, Horizon is entitled to take enforcement action, including acceleration of amounts due under the Loan Agreement. The Loan Agreement also contains warrant coverage of 5% of the total amount funded. Four warrants (the "Warrants") were issued by Mustang to Horizon to purchase a combined 288,184 shares of Mustang's common stock with an exercise price of $3.47 and a fair value of $0.9 million. The Warrant is exercisable for ten years from the date of issuance. Horizon may exercise the Warrant either by (a) cash or check or (b) through a net issuance conversion. The shares of the Company's common stock will, upon request by Horizon, be registered and freely tradable following a period of six months after issuance. Mustang paid Horizon an initial commitment fee of $0.2 million and reimbursed Horizon for $30,000 of legal fees in connection with the Loan Agreement. Mustang incurred approximately $1.2 million of legal and other direct costs in connection with the Loan Agreement. All fees, warrants and costs paid to Horizon and all direct costs incurred by Mustang are recognized as a debt discount to the funded loans and are amortized to interest expense using the effective interest method over the term of the Loan Agreement. Interest Expense The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest and amortization of the debt discount and amortization of fees represents fees associated with loan transaction costs, amortized over the life of the loan: For the Years Ended December 31, 2019 2018 ($ in thousands) Interest Fees 1 Total Interest Fees 1 Total IDB Note $ 356 $ — $ 356 $ 341 $ — $ 341 2017 Subordinated Note Financing 4,220 1,381 5,601 4,217 1,363 5,580 Opus Credit Facility 1,113 336 1,449 1,141 636 1,777 2018 Venture Notes 1,737 639 2,376 1,364 420 1,784 LOC Fees 60 — 60 30 — 30 Helocyte Convertible Note — — — 94 — 94 Caelum Convertible Note — — — 787 — 787 Mustang Horizon Notes 1,042 710 1,752 — — — Note Payable 2 — 255 255 — — — Other — — — (53) — (53) Total Interest Expense and Financing Fee $ 8,528 $ 3,321 $ 11,849 $ 7,921 $ 2,419 $ 10,340 Note 1: Amortization of fees. Note 2: Imputed interest expense related to Ximino purchase (see Note 9). |
Accrued Liabilities and other L
Accrued Liabilities and other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and other Long-Term Liabilities | |
Accrued Liabilities and other Long-Term Liabilities | 11. Accrued Liabilities and other Long-Term Liabilities Accrued expenses and other long-term liabilities consisted of the following: December 31, ($ in thousands) 2019 2018 Accrued expenses: Professional fees $ 1,153 $ 1,434 Salaries, bonuses and related benefits 6,683 5,843 Research and development 4,215 3,805 Research and development - manufacturing 1,017 826 Research and development - clinical supplies — 160 Research and development - license maintenance fees 361 519 Research and development - milestones — 200 Dr. Falk Pharma milestone — 300 Accrued royalties payable 2,320 1,108 Accrued coupon expense 3,542 838 Other 6,108 1,327 Total accrued expenses $ 25,399 $ 16,360 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 1 $ 2,136 $ 5,211 Long-term note payable 2 4,990 — Total other long-term liabilities $ 7,126 $ 5,211 Note 1: As of December 31, 2019, balance consists of deferred charges related to build-out of the New York facility, and as of December 31, 2018, balance consists of deferred rent and deferred build out charges. Note 2: As of December 31, 2019, Journey recorded a note payable, net of an imputed interest discount of $2.3 million, of $4.7 million in connection with its acquisition of Ximino, see Note 9. The imputed interest discount was calculating utilizing an 11.96% effective interest rate based upon a non-investment grade “CCC” rate over a five-year period. Amortization of interest discount was $0.3 million for the year ended December 31, 2019. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Non-Controlling Interests | |
Non-Controlling Interests | 12. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows: For the twelve months ended As of December 31, 2019 December 31, 2019 As of December 31, 2019 Net loss attributable to non- Non-controlling interests Non-controlling ($ in thousands) NCI equity share controlling interests in consolidated entities ownership Aevitas $ (1,249) $ (694) $ (1,943) 35.8 % Avenue 2 24,269 (19,011) 5,258 77.3 % Baergic 23 (1,162) (1,139) 33.0 % Cellvation (732) (158) (890) 20.6 % Checkpoint 1 29,389 (14,687) 14,702 78.0 % Coronado SO (290) — (290) 13.0 % Cyprium (320) (99) (419) 10.6 % Helocyte (4,322) (402) (4,724) 19.3 % JMC (211) 325 114 6.9 % Mustang 2 62,025 (25,727) 36,298 70.3 % Tamid (565) (85) (650) 22.8 % Total $ 108,017 $ (61,700) $ 46,317 For the twelve months ended As of December 31, 2018 December 31, 2018 As of December 31, 2018 Net loss attributable to Non-controlling interests in Non-controlling ($ in thousands) NCI equity share non-controlling interests consolidated entities ownership Aevitas $ (474) $ (606) $ (1,080) 36.1 % Avenue 2 13,326 (13,735) (409) 64.81 % Caelum 3 (2,436) (2,413) (4,849) 36.8 % Cellvation (457) (185) (642) 21.1 % Checkpoint 1 31,648 (23,470) 8,178 69.3 % Coronado SO (290) — (290) 13.0 % Cyprium (210) (62) (272) 10.8 % Helocyte (3,372) (684) (4,056) 19.8 % JMC (475) 245 (230) 6.9 % Mustang 2 38,631 (16,628) 22,003 60.5 % Tamid (211) (251) (462) 23.4 % Total $ 75,680 $ (57,789) $ 17,891 Note 1: Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. Note 2: Avenue and Mustang are consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Preferred Class A Shares which provide super-majority voting rights. Note 3: Effective January 30, 2019, Caelum ceased to be a controlled Fortress entity and as such is no longer consolidated. |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss per Common Share | |
Net Loss per Common Share | 13. Net Loss per Common Share The Company calculates loss per share using the two-class method, which is an earnings allocation formula that determines earnings per share for Common Stock and participating securities, if any, according to dividends declared and non-forfeitable participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to Common Stock and participating securities, if any, based on their respective rights to receive dividends. Holders of restricted Common Stock were entitled to all cash dividends, when and if declared, and such dividends are non-forfeitable. The participating securities do not have a contractual obligation to share in any losses of the Company. As a result, net losses are not allocated to the participating securities for any periods presented. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of Common Stock outstanding during the period, without consideration for Common Stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of Common Stock and Common Stock equivalents outstanding for the period. Included in Common Stock issued and outstanding as of December 31, 2019 and 2018 were 12,625,144 and 11,174,113 shares of unvested restricted stock, which is excluded from the weighted average Common Stock outstanding since its effect would be dilutive. The Company’s potential dilutive securities which consist of unvested restricted stock, unvested restricted stock units, options, and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average Common Stock outstanding used to calculate both basic and diluted net loss per share is the same. The following shares of potentially dilutive securities, weighted during the years ended December 31, 2019 and 2018 have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be antidilutive: For the Years Ended December 31, 2019 2018 Warrants to purchase Common Stock 849,186 886,682 Opus warrants to purchase Common Stock 1,880,000 1,880,000 Options to purchase Common Stock 1,179,680 1,085,502 Convertible preferred stock 1,038,251 1,000,000 Unvested Restricted Stock 12,625,144 11,174,113 Unvested Restricted Stock Units 721,478 1,655,849 Total 18,293,739 17,682,146 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock The Company’s Certificate of Incorporation, as amended, authorizes the Company to issue 100,000,000 shares of $0.001 par value Common Stock of which 74,027,425 and 57,845,447 shares are outstanding at December 31, 2019 and 2018, 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. Fully Paid and Nonassessable All of the Company’s outstanding shares of Common Stock are fully paid and nonassessable. Series A Preferred Stock On October 26, 2017, the Company designated 5,000,000 shares of $0.001 par value preferred stock as Series A Preferred Stock. As of December 31, 2019, and 2018, 1,341,167 and 1,000,000 shares, respectively, of Series A Preferred Stock were issued and outstanding. 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 quarterly every March 31, June 30, September 30, and December 31, 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. The Company recorded approximately $2.6 million and $2.3 million of dividends in Additional Paid in Capital on the Consolidated Balance Sheets as of December 31, 2019 and 2018, respectively. 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. 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. 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, 2019, the Company had four equity compensation plans: the Fortress Biotech, Inc. 2007 Stock Incentive Plan (the “2007 Plan”), the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended (the “2013 Plan”), the Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) and the Fortress Biotech, Inc. Long Term Incentive Plan (“LTIP”). In 2007, the Company’s Board of Directors adopted and stockholders approved the 2007 Plan authorizing the Company to grant up to 6,000,000 shares of Common Stock to eligible employees, directors, and consultants in the form of restricted stock, stock options and other types of grants. In 2013, the Company’s Board of Directors adopted and stockholders approved the 2013 Plan authorizing the Company to grant up to 2,300,000 shares of Common Stock to eligible employees, directors, and consultants in the form of restricted stock, stock options and other types of grants. In 2015, the Company’s Board of Directors and stockholders approved an increase of 7,700,000 shares for the 2013 Plan bringing the total number of shares approved under this plan to 10,000,000, with the aggregate total of authorized shares available for grants under the 2007 Plan and the 2013 Plan of up to 16,000,000 shares. An aggregate 13,750,535 shares were granted under both the Company’s 2007 and 2013 plans, net of cancellations, and 2,249,465 shares were available for issuance as of December 31, 2019. 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, 2019: Partner Shares Shares available at Company Stock Plan Authorized December 31, 2019 Aevitas Aevitas Therapeutics, Inc. 2018 Long Term Incentive Plan 2,000,000 1,702,000 Avenue Avenue Therapeutics, Inc. 2015 Stock Plan 2,000,000 405,849 Baergic FBIO Acquisition Corp. III 2017 Incentive Plan 2,000,000 2,000,000 Cellvation Cellvation Inc. 2016 Incentive Plan 2,000,000 300,000 Checkpoint Checkpoint Therapeutics, Inc. Amended and Restated 2015 Stock Plan 5,000,000 1,465,805 Cyprium Cyprium Therapeutics, Inc. 2017 Stock Plan 2,000,000 2,000,000 Helocyte DiaVax Biosciences, Inc. 2015 Incentive Plan 2,000,000 341,667 Journey Journey Medical Corporation 2015 Stock Plan 3,000,000 190,792 Mustang Mustang Bio, Inc. 2016 Incentive Plan 5,000,000 1,931,015 Tamid FBIO Acquisition Corp. V 2017 Incentive Plan 2,000,000 1,600,000 The purpose of the Company’s and partner company’s 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 and vest in three equal annual installments commencing on the grant date. The Company estimates the fair value of stock option grants using a Black-Scholes option pricing model. In applying this model, the Company uses the following assumptions: · 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 : As the Company has a limited trading history for its Common Stock, the expected stock price volatility for its Common Stock was estimated by incorporating two years of the Company’s historical volatility and the average historical price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the biopharmaceutical industry similar in size, stage of life cycle and financial leverage. The Company’s historical volatility is weighted with that of the peer group and that combined historical volatility is weighted 80% with a 20% weighting of the Company’s implied volatility, which is obtained from traded options of the Company’s stock. The Company intends to continue to consistently apply this process using the same or similar public companies until it has sufficient historical information regarding the volatility of its Common Stock that is consistent with the expected life of the options. Should circumstances change such that the identified companies are no longer similar to the Company, more suitable companies whose share prices are publicly available would be utilized in the calculation. · Expected Term : Due to the limited exercise history of the Company’s stock options, the Company determined the expected term 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 : The Company has not paid and does not anticipate paying any cash dividends in the near future on its 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. The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the years ended December 31, 2019 and 2018: For the Years Ended December 31, ($ in thousands) 2019 2018 Employee awards $ 5,094 $ 5,940 Non-employee awards 121 93 Warrants 97 — Partner Companies: Avenue 1,839 1,537 Checkpoint 3,121 1,994 Mustang 2,664 4,960 Other 252 488 Total stock-based compensation expense $ 13,188 $ 15,012 For the years ended December 31, 2019 and 2018, $2.8 million and $5.3 million was included in research and development expenses, and $10.4 million and $9.7 million was included in general and administrative expenses, respectively. Options The following table summarizes Fortress stock option activities excluding activities related to partner companies: Weighted average Total weighted remaining Weighted average average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2017 1,310,501 $ 3.78 $ 1,351,080 3.95 Forfeited (25,000) 4.75 — — Options vested and expected to vest at December 31, 2018 1,285,501 $ 3.75 $ — 2.93 Granted 125,000 1.18 173,750 Options vested and expected to vest at December 31, 2019 1,410,501 $ 4.30 $ 684,752 2.33 Options vested and exercisable 1,310,501 $ 4.54 $ 545,752 2.20 During the years ended December 31, 2019 and 2018, there were no exercises of stock options. As of December 31, 2019, the Company had no unrecognized stock-based compensation expense related to options. Restricted Stock Stock-based compensation expense from restricted stock awards and restricted stock units for the years ended December 31, 2019 and 2018 was $11.5 million and $13.9 million, respectively. During 2019, the Company granted 1,546,408 restricted shares of its Common Stock to executives and directors of the Company and 290,000 restricted stock units to employees and non-employees of the Company. The fair value of the restricted stock awards issued during 2019 of $1.4 million and the fair value of the restricted stock unit awards issued during 2019 of $0.4 million were estimated on the grant date using the Company’s stock price as of the grant date. The 2019 restricted stock awards and restricted stock unit awards vest upon both the passage of time as well as meeting certain performance criteria. Restricted stock awards and restricted stock unit awards are expensed under the straight-line method over the vesting period. During 2018, the Company granted 1,721,802 restricted shares of its Common Stock to executives and directors of the Company and 490,000 restricted stock units to employees and non-employees of the Company. The fair value of the restricted stock awards issued during 2018 of $6.6 million and the fair value of the restricted stock unit awards issued during 2018 of $1.8 million were estimated on the grant date using the Company’s stock price as of the grant date. The 2018 restricted stock awards and restricted stock unit awards vest upon both the passage of time as well as meeting certain performance criteria. Restricted stock awards and restricted stock unit awards are expensed under the straight-line method over the vesting period. The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress subsidiaries: Weighted average Number of shares grant price Unvested balance at December 31, 2017 11,874,034 $ 2.63 Restricted stock granted 1,721,802 3.81 Restricted stock vested (213,334) 2.76 Restricted stock units granted 490,000 3.64 Restricted stock units forfeited (474,478) 3.94 Restricted stock units vested (752,042) 3.56 Unvested balance at December 31, 2018 12,645,982 $ 2.72 Restricted stock granted 1,546,408 0.88 Restricted stock forfeited — — Restricted stock vested (220,000) 3.16 Restricted stock units granted 290,000 1.49 Restricted stock units forfeited (135,416) 3.91 Restricted stock units vested (358,960) 3.61 Unvested balance at December 31, 2019 13,768,014 $ 2.46 The total fair value of restricted stock units and awards that vested during the years ended December 31, 2019 and 2018 was $2.0 million and $3.3 million, respectively. As of December 31, 2019, the Company had unrecognized stock-based compensation expense related to all unvested restricted stock and restricted stock unit awards of $11.9 million and $1.8 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 4.8 years and 2.1 years, respectively. This amount does not include 227,083 restricted stock units and 395,869 restricted stock awards as of December 31, 2019 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. 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 year ended December 31, 2019 and 2018, certain non-employee directors elected to defer an aggregate of 230,000 and 230,000 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, 2019, 454,515 shares have been purchased and 545,485 shares are available for future sale under the Company’s ESPP. The Company recognized share-based compensation expense of $0.1 million and $0.2 million for the years ended December 31, 2019 and 2018, respectively. Warrants The following table summarizes Fortress warrant activities, excluding activities related to partner companies: Weighted average Total weighted remaining Weighted average average intrinsic contractual life Number of shares exercise price value (years) Outstanding as of December 31, 2017 2,774,189 $ 3.30 $ 2,204,530 4.47 Forfeited (20,000) 5.72 — — Outstanding as of December 31, 2018 2,754,189 $ 3.28 $ — 3.49 Granted 60,000 1.92 39,000 Forfeited (73,009) 5.65 — Outstanding as of December 31, 2019 2,741,180 $ 3.19 $ 111,000 2.73 Exercisable as of December 31, 2019 2,656,180 $ 3.22 $ 72,000 2.58 All stock-based expense in connection with these warrants has been recognized prior to January 1, 2017. 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 result in performance-based compensation that is deductible without limit under Section 162(m) of the Internal Revenue Code of 1986, as amended. On January 1, 2019 and 2018, the Compensation Committee granted 648,204 and 586,429 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 and were granted in recognition of their performance in 2018 and 2017. The shares are subject to repurchase by the Company until both of the following conditions are met: (i) the Company’s market capitalization increases by a minimum of $100.0 million, and (ii) the employee is either in the service of the Company as an employee or as a Board member (or both) on the tenth anniversary of the LTIP, or the eligible employee has had an involuntary separation from service (as defined in the LTIP). The Company’s repurchase option on such shares will also lapse 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. The fair value of each grant on the grant date was approximately $0.6 million for the 2019 grant and $2.3 million for the 2018 grant. For the year ended December 31, 2019 and 2018, the Company recorded expense of approximately $1.4 million and $1.3 million, respectively related to the LTIP grants on the Consolidated Statements of Operations. For their service in 2017, Dr. Rosenwald and Mr. Weiss received bonuses of $500,000 each, paid in cash during the quarter ended June 30, 2018 (the “LTIP Annual Cash Bonus”). Dr. Rosenwald and Mr. Weiss waived their right to the LTIP Annual Cash Bonus. The Company treated this transaction as a capital contribution, which is reflected on the Consolidated Statement of Changes in Stockholders’ Equity for the year ended December 31, 2018. In lieu of the LTIP Annual Cash Bonus, on July 3, 2018 the Company’s Board granted Dr. Rosenwald and Mr. Weiss each a restricted stock award for the number of shares of the Company’s common stock with a fair market value equal to the LTIP Annual Cash Bonus, measured at the date of such consent; such number of shares as calculated at the $3.04 closing trading price of the Company’s common stock, equal to 164,473 shares each. The fair value of each grant on the grant date was approximately $0.5 million. For the years ended December 31, 2019 and 2018, the Company recorded expense of approximately $0.3 million and $0.1 million, respectively, related to these grants on the Consolidated Statements of Operations. Capital Raise At the Market Offering On August 17, 2016, the Company entered into an Amended and Restated At Market Issuance Sales Agreement, or Sales Agreement, with MLV & Co. LLC, or MLV, and FBR Capital Markets & Co., or FBR (“ATM”). On August 18, 2016, the Company filed a Registration Statement on Form S-3, which became effective on December 1, 2016 and permits the Company to issue and sell shares of its common stock having an aggregate offering price of up to $53.0 million from time to time through MLV and FBR, as sales agents under the Sales Agreement. The Sales Agreement terminated on August 17, 2019. Pursuant to the terms of the ATM, for the year ended December 31, 2019 and 2018, the Company issued approximately 8.0 million and 2.9 million shares of common stock, respectively, at an average price of $1.88 and $2.50 per share, respectively, for gross proceeds of $15.1 million and $7.3 million, respectively. In connection with these sales, the Company paid aggregate fees of approximately $0.3 million and $0.3 million, respectively. 2018 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock At the Market Offering On April 5, 2018, the Company entered into an At Market Sales Agreement (the “2018 Preferred ATM”), with B. Riley, National Securities Corporation, LifeSci Capital LLC, Maxim Group LLC and Noble Capital Markets, Inc. as selling agents, governing the issuance of the Company’s 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock (“Perpetual Preferred Stock”). For the year ended December 31, 2019, the Company issued 39,292 shares of Perpetual Preferred Stock for gross proceeds $0.8 million at an average selling price of $20.67. No shares of Perpetual Preferred Stock were issued in 2018. Under the 2018 Preferred ATM, the Company pays the agents a commission rate of up to 7.0% of the gross proceeds from the sale of any shares of Perpetual Preferred Stock, and in connection with these sales, with respect to the year ended December 31, 2019, the Company paid aggregate fees of approximately $24,000. The above-mentioned shares of Perpetual Preferred Stock were sold under the 2016 Shelf. The 2016 Shelf expired on December 1, 2019. 2019 Common Stock At the Market Offering On June 28, 2019, the Company entered into an At Market Issuance Sales Agreement (“2019 Common ATM”), with Cantor Fitzgerald & Co., Oppenheimer & Co., Inc., H.C. Wainwright & Co. Inc., Jones Trading Institutional Services LLC and B. Riley, as selling agents, governing potential sales of the Company’s common stock. For the year ended December 31, 2019, the Company issued approximately 3.8 million shares of common stock for gross proceeds of $5.6 million at an average selling price of $1.49. Under the 2019 Common ATM, the Company pays the agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock, and in connection with these sales, with respect to the year ended December 31, 2019, the Company paid aggregate fees of approximately $0.2 million. 2019 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering In November 2019, the Company completed an underwritten public offering of 262,500 shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock, (plus a 45-day option to purchase up to an additional 39,375 shares, which was exercised in November, 2019) at a price of $20 per share for gross proceeds of approximately $6.0 million, before deducting underwriting discounts and commissions and offering expenses. (See Note 21.) 2019 Shelf The 2019 offerings of both common stock and preferred stock were sold under the Company’s shelf registration statement on Form S-3 originally filed on July 6, 2018 and declared effective July 23, 2019 (the “2019 Shelf”). Approximately $38.3 million of securities remain available for sale under the 2019 Shelf at December 31, 2019. Checkpoint Therapeutics, Inc. In November 2017, the Checkpoint filed a shelf registration statement on Form S‑3 (No. 333-221493) (the "Checkpoint S-3"), which was declared effective in December 2017. Under the Checkpoint S‑3, Checkpoint may sell up to a total of $100 million of its securities. In connection with the Checkpoint S‑3, Checkpoint entered into an At-the-Market Issuance Sales Agreement (the "Checkpoint ATM") with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each an "Agent" and collectively, the "Agents"), relating to the sale of shares of common stock. Under the Checkpoint ATM, Checkpoint pays the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. During the year ended December 31, 2019, Checkpoint sold a total of 2,273,189 shares of common stock under the ATM for aggregate total gross proceeds of approximately $8.0 million at an average selling price of $3.52 per share, resulting in net proceeds of approximately $7.8 million after deducting commissions and other transaction costs. During the year ended December 31, 2018, Checkpoint sold a total of 1,841,774 shares of common stock under the Checkpoint ATM for aggregate total gross proceeds of approximately $8.0 million at an average selling price of $4.33 per share, |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. Commitments and Contingencies Leases On October 3, 2014, the Company entered into a 15-year lease for office space at 2 Gansevoort Street, New York, NY 10014, at an average annual rent of $2.5 million. The Company took possession of this space, which serves as its principal executive offices, in December 2015, and took occupancy in April 2016. Total rent expense, over the full term of the lease for this space will approximate $40.7 million. In conjunction with the lease, the Company entered into Desk Space Agreements with two related parties: OPPM and TGTX, to occupy 10% and 45%, respectively, of the office space that requires them to pay their share of the average annual rent of $0.3 million and $1.1 million, respectively. The total net rent expense will approximate $16.0 million over the lease term. These initial rent allocations will be adjusted periodically for each party based upon actual percentage of the office space occupied. Additionally, the Company has reserved the right to execute desk space agreements with other third parties and those arrangements will also affect the cost of the lease actually borne by us. In October 2015, the Company entered into a 5‑year lease for approximately 6,100 square feet of office space in Waltham, MA at an average annual rent of approximately $0.2 million. The Company took occupancy of this space in January 2016. Journey In June 2017, Journey extended its lease for 2,295 square feet of office space in Scottsdale, AZ by one year, at an average annual rent of approximately $55,000. Journey originally took occupancy of this space in November 2014. In August 2018, Journey amended their lease and entered into a new two-year extension for 3,681 square feet of office space in the same location in Scottsdale, AZ at an annual rate of approximately $94,000. The term of this amended lease commenced on December 1, 2018 and will expire on November 30, 2020. Mustang On October 27, 2017, Mustang entered into a lease agreement with WCS - 377 Plantation Street, Inc., a Massachusetts nonprofit corporation (“Landlord”). Pursuant to the terms of the lease agreement, Mustang agreed to lease 27,043 square feet from the Landlord, located at 377 Plantation Street in Worcester, MA (the “Facility”), through November 2026, subject to additional extensions at Mustang’s option. Base rent, net of abatements of $0.6 million over the lease term, totals approximately $3.6 million, on a triple-net basis. The terms of the lease also require that Mustang post an initial security deposit of $0.8 million, in the form of $0.5 million letter of credit and $0.3 million in cash, which increased to $1.3 million ($1.0 million letter of credit, $0.3 million in cash) on November 1, 2019. After the fifth lease year, the letter of credit obligation is subject to reduction. The Facility began operations for the production of personalized CAR T and gene therapies in 2018. The Company leases copiers under agreements classified as operating leases that expire on various dates through 2021. 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. 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. At December 31, 2019, the Company had operating lease liabilities of $25.5 million and right of use assets of $21.5 million, which were included in the consolidated balance sheet. During the year ended December 31, 2019, the Company recorded $3.2 million as lease expense to current period operations. Year Ended December 31, ($ in thousands) 2019 Lease cost Operating lease cost $ 3,199 Shared lease costs (1,876) Variable lease cost 801 Total lease cost $ 2,124 The following tables summarize quantitative information about the Company’s operating leases, under the adoption of Topic 842 : Year Ended December 31, ($ in thousands) 2019 Operating cash flows from operating leases $ (3,001) Weighted-average remaining lease term – operating leases 6.3 Weighted-average discount rate – operating leases 6.2 % Future Lease ($ in thousands) Liability Year Ended December 31, 2020 $ 2,966 Year Ended December 31, 2021 3,114 Year Ended December 31, 2022 3,084 Year Ended December 31, 2023 3,137 Year Ended December 31, 2024 3,190 Other 20,273 Total 35,764 Less: present value discount (10,268) Operating lease liabilities $ 25,496 The Company recognizes rent expense on a straight-line basis over the non-cancellable lease term. Rent expense for the years ended December 31, 2019 and 2018 was $2.1 million and $1.7 million, respectively. 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. Pursuant to agreements with clinical trial sites, the Company provides indemnification to such sites in certain conditions. Legal Proceedings Fortress Biotech, Inc. 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. Dr. Falk Pharma, GmbH v. Fortress Biotech, Inc. (Frankfurt am Main Regional Court, Ref. No. 3‑06 0 28/16). Dr. Falk Pharma, GmbH (“Dr. Falk Pharma”) and Fortress were among the parties to that certain Collaboration Agreement dated March 20, 2012, whereby they agreed to collaborate to develop a product for treatment of Crohn’s disease. A dispute arose between Dr. Falk Pharma and Fortress with respect to their relative rights and obligations under the Collaboration Agreement; specifically, Dr. Falk Pharma contended that it had fulfilled its contractual obligations to Fortress and is entitled to the final milestone payment due under the Collaboration Agreement - EUR 2.5 million. Fortress contended that no such payment is due because a condition of the EUR 2.5 million payment was the delivery of a Clinical Study Report that addressed the primary and secondary objectives of a Phase II trial, and Fortress contended that Dr. Falk Pharma failed to deliver such a Clinical Study Report. Dr. Falk Pharma filed a lawsuit against Fortress in the above-referenced Court in Frankfurt, Germany to recover the EUR 2.5 million plus interest and attorneys’ fees, and Fortress filed an answer to the complaint, denying that it had any liability to Dr. Falk Pharma. On July 27, 2017, Fortress received a judgment from the court in Frankfurt awarding the full amount (EUR 2.5 million) plus interest to Dr. Falk Pharma. Fortress appealed the decision to the Higher Regional Court of Frankfurt on August 28, 2017, and the initial response of Dr. Falk Pharma to the appeal was filed on February 16, 2018. At an appellate hearing in the Higher Regional Court on June 12, 2018, the court issued an oral ruling upholding the lower court’s judgment and indicating that an impending written, enforceable judgment would do the same. On July 12, 2018, the Higher Regional Court approved and recorded terms of settlement between Fortress and Dr. Falk Pharma pursuant to which Fortress paid $3.3 million to Dr. Falk Pharma during the calendar year of 2018, and approximately $39,500 to the court in mandated administrative fees. The final $300,000 was paid during calendar year 2019. No remaining liability exists at December 31, 2019. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plan [Abstract] | |
Employee Benefit Plan | 16. 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, 2019 and 2018, the Company paid a matching contribution of $0.4 million and $0.2 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions 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 11.6% and 13.1% of the Company’s issued and outstanding Common Stock as of December 31, 2019 and 2018, respectively. The Company’s Executive Vice Chairman, Strategic Development individually owns approximately 12.7% and 15.2% of the Company’s issued and outstanding Common Stock at December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the Company’s CEO and Executive Vice Chairman received nil and $500,000 each, respectively. For their service in 2017, the Company’s CEO and Executive Vice Chairman received bonuses of $500,000 each, paid in cash during the quarter ended June 30, 2018. The bonus recipients waived their right to a cash bonus from the Company. The Company treated this transaction as a capital contribution, which is reflected on the Consolidated Statement of Changes in Stockholders’ Equity for the year ended December 31, 2018. 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, the Company invoiced TGTX $0.5 million and $1.3 million, and received payments of $0.5 million and $1.3 million for the years ended December 31, 2019 and 2018, respectively. Desk Share Agreements with TGTX and OPPM In September 2014, the Company entered into Desk Share Agreements with TGTX and Opus Point Partners Management, LLC (“OPPM”) to occupy 40% and 20% of the New York, NY office space that requires TGTX and OPPM to pay their share of the average annual rent. These initial rent allocations will be adjusted periodically for each party based upon actual percentage of the office space occupied. Additionally, the Company has reserved the right to execute desk share agreements with other third parties and those arrangements will also affect the cost of the lease actually borne by the Company.Each initial Desk Share Agreement has a term of five years. The Company took possession of the New York, NY office space in December 2015, commenced build out of the space shortly thereafter and took occupancy of the space in April 2016. The Desk Share Agreement was amended in May 2016, adjusting the initial rent allocations to 45% for TGTX and 10% for OPPM. In connection with the Company’s Desk Space Agreements for the New York, NY office space, for the year ended December 31, 2019 and 2018, the Company had paid $2.6 million and $2.7 million in rent, respectively, and invoiced TGTX and OPPM approximately $1.3 million and $1.0 million and $180,000 and $217,000, respectively, for their prorated share of the rent base.At December 31, 2019, the amount due related to this arrangement from TGTX and OPPM approximated $114,000 and $400,000, respectively. As of July 1, 2018, TGTX employees began to occupy desks in the Waltham, MA office under the Desk Share Agreement. TGTX began to pay their share of the rent based on actual percentage of the office space occupied on a month by month basis. For the years ended December 31, 2019 and 2018, the Company had paid approximately $240,000 and $223,000 in rent for the Waltham, MA office, and invoiced TGTX approximately $109,000 and $47,000, respectively. As of December 31, 2019, the Company had paid a total of $2.8 million in rent under the Desk Share Agreements for both the New York, NY office and the Waltham, MA office combined, and invoiced TGTX and OPPM approximately $1.4 million and $180,000, respectively, for their prorated shares of the rents. Checkpoint Collaborative Agreements with TGTX Checkpoint has 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, a sponsored research agreement for compounds licensed from NeuPharma, and a sublicense agreement for the Jubilant family of patents. Checkpoint believes that by partnering with TGTX to develop these compounds in therapeutic areas outside of its business focus, it may substantially offset its preclinical costs and milestone costs related to the development and marketing of these compounds in solid tumor indications. Opus Credit Facility On September 14, 2016, the Company and Opus Point Health Innovations Fund (“OPHIF”) entered into a Credit Facility Agreement (the “Opus Credit Facility”). Fortress’s Chairman, President and Chief Executive Officer (Lindsay A. Rosenwald) and Fortress’s Executive Vice President, Strategic Development (Michael Weiss), are Co-Portfolio Managers and Partners of OPPM, an affiliate of OPHIF. As such, all of the disinterested directors of Fortress’s board of directors approved the terms of the Opus Credit Facility and related agreements. On March 12, 2018, the Company and OPHIF amended and restated the Opus Credit Facility (the “A&R Opus Credit Facility”). The A&R Opus Credit Facility extends the maturity date of the notes issued under the Opus Credit Facility from September 14, 2018 by one year to September 14, 2019. The A&R Opus Credit Facility also permits the Company to make portions of interest and principal repayments in the form of shares of the Company’s common stock and/or in common stock of the Company’s publicly traded subsidiaries, subject to certain conditions. On September 13, 2019, the Company and OPHIF extended the maturity dates of the notes from September 14, 2019 by two years to September 14, 2021. Fortress retains the ability to prepay the Notes at any time without penalty. The notes payable under the A&R Opus Credit Facility continue to bear interest at 12% per annum. On July 18, 2019, the Company prepaid $500,000 of debt owed under the A&R Opus Credit Facility by issuing 396,825 shares of Fortress common stock at $1.26 per share (the closing price on July 18, 2019) to Dr. Rosenwald. The notes payable under the A&R Opus Credit Facility continue to bear interest at 12% per annum. For the years ended December 31, 2019 and 2018, the Company paid cash for interest expense of $0.5 million and $0.3 million, respectively (see Note 10). Checkpoint Public Offering of Common Stock NSC, a subsidiary of National (of which the Company owned 32.1% as of December 31, 2018), served as an underwriter in connection with Checkpoint’s 2018 equity offering, which closed on March 12, 2018. As the underwriter, NSC received a fee of approximately $1.8 million, or 8% on the gross proceeds raised of $23.0 million. 2018 Venture Notes For the year ended December 31, 2018, the Company raised approximately $21.7 million in promissory notes. National Securities Corporation (“NSC”), a wholly owned subsidiary of National, and a related party as a result of the Company’s ownership of National, acted as the sole placement agent for the 2018 Venture Notes. The Company paid NSC a fee of $1.7 million during the year ended December 31, 2018, in connection with the 2018 Venture Notes. At December 31, 2018, the fee, which was recorded as debt discount on the Company’s Consolidated Balance Sheet and will be amortized over the life of the 2018 Venture Notes. In November 2018, the Company announced that it had an agreement to sell its majority holding in National, the sale was completed in February of 2019, see Note 3. 2017 Subordinated Note Financing On March 17, 2017, the Company and NSC, a subsidiary of National, (entered into placement agency agreements with NAM Biotech Fund and NAM Special Situation Fund in connection with the sale of subordinated promissory notes (see Note 10). Pursuant to the terms of the agreements, NSC received a placement agent fee in cash of 10% of the debt raised and warrants equal to 10% of the aggregate principal amount of debt raised divided by the closing share price of the Company’s common stock on the date of closing. For the year ended December 31, 2017, NSC earned a placement agent fee of $2.8 million and a Placement Agent Warrant to purchase 716,180 shares of the Company’s common stock, all of which are outstanding, with exercise prices ranging from $3.61 to $4.75. In November 2018, the Company announced that it had an agreement to sell its majority holding in National, of which NSC is a wholly owned subsidiary, the sale was completed in February of 2019, see Note 3. Caelum Convertible Notes On July 31, 2017 Caelum, through NSC, a subsidiary of National, offered up to $10 million, convertible promissory notes to accredited investors (as defined under the U.S. Federal securities laws). Caelum raised $9.9 million in the offering, in three separate closings and paid a placement fee equal to NSC of 10% of the proceeds of the sale or $1.0 million. Additionally NSC received warrants to purchase a number of shares the Caelum’s Common Stock equal to 10% of the aggregate amount of shares underlying the Notes with a per share exercise price equal to 110% of the per share conversion price of the Notes; provided, however, that if no Note converts, the exercise price will be $75 million dollars divided by the total number of fully-diluted shares of Common Stock outstanding immediately prior to exercise of the warrant, giving effect to the assumed conversion of all options, warrants, and convertible securities of the Company (see Note 10). In January 2019, as a result of the Caelum strategic financing these notes were converted pursuant to the terms of the note agreement. In November 2018, the Company announced that it had an agreement to sell its majority holding in National, of which NSC is a wholly owned subsidiary, the sale was completed in February of 2019, see Note 3. Avenue IPO On June 26, 2017, Avenue completed an IPO in which NSC acted as co-manager and earned fees and commissions of approximately $2.3 million that were deducted from the proceeds. In November 2018, the Company announced that it had an agreement to sell its majority holding in National, of which NSC is a wholly owned subsidiary, the sale was completed in February of 2019, see Note 3. Founders Agreement and Management Services Agreement The Company has entered into Founders Agreements with each of the Fortress 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 and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, the Company will loan each such partner company 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 a Change in Control (as defined in the Founders Agreement) occurs. In connection with each Founders Agreement the Company receives 250,000 Class A Preferred shares (except for that with Checkpoint, in which the Company holds Class A Common Stock). The Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is identical to common stock other than as to voting rights, conversion rights and the PIK Dividend right (as described below). Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) 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 Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint). Thus, the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) will at all times constitute a voting majority. Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is convertible, at the holder’s option, into one fully paid and nonassessable share of common stock of such partner company, subject to certain adjustments. The holders of Class A Preferred Stock (and the Class A Common Stock with respect to Checkpoint), 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”) until the date all outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) 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’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 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 common stock beyond that amount to which the Company would otherwise be entitled absent such change(s). The Company owns 100% of the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) of each partner company that has a Founders Agreement with the Company. As additional consideration under the Founders Agreement, each partner company 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, payable within five (5) business days of the closing of any equity or debt financing for each partner company 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’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’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 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%). The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the subsidiaries’ certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Partner company Effective Date 1 capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 2.5 % 4 Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 2 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Baergic December 17, 2019 3 2.5 % Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Tamid November 30, 2017 3 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Note 2: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization, pursuant to its Founders Agreement. Note 3: Represents the Trigger Date. Note 4: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the SPMA PIK dividends will not be paid or accrued. Equity Fees The following table summarizes, by subsidiary, the PIK dividend or equity fee recorded by the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the subsidiaries’ certificates of incorporation for the years ended December 31, 2019 and 2018 ($ in thousands): PIK Dividend Year Ended Year Ended Partner company Date December 31, 2019 1 December 31, 2018 Aevitas January 1 $ 6 $ 6 Caelum 2 January 1 — 462 Cellvation January 1 7 5 Checkpoint January 1 2,510 1,748 Cyprium January 1 5 3 Helocyte January 1 131 167 Mustang January 1 4,923 2,085 Tamid January 1 7 15 Fortress (7,589) (4,491) Total $ — $ — Note 1: Includes 2020 PIK dividend accrued for the year ended December 31, 2019, as Type 1 subsequent event Note 2: Pursuant to the terms of the Amended and Restated Mutual Conditional Termination Agreement between Fortress and Caelum, the Founders Agreement dated January 1, 2017 was terminated upon signing of the DOSPA with Alexion on January 30, 2019. Management Services Agreements The Company has entered into Management Services Agreements (the “MSAs”) with certain of its partner companies. Pursuant to each MSA, the Company’s management and personnel provide advisory, consulting and strategic services to each partner company that has entered into an MSA with Fortress for a period of five (5) years. Such services may include, without limitation, (i) advice and assistance concerning any and all aspects of each such partner company’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of each such partner company with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Each such partner company 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 partner companies are not obligated to take or act upon any advice rendered from Fortress, and the Company shall not be liable to any such partner company for its actions or inactions based upon the Company’s advice. The Company and its affiliates, including all members of Fortress’ Board of Directors, have been contractually exempted from fiduciary duties to each such partner company relating to corporate opportunities. The following table summarizes, by partner company, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments ($ in thousands): Annual MSA Fee Fortress partner Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue 2 February 17, 2015 — Mustang March 13, 2015 500 Checkpoint March 17, 2015 500 Cellvation October 31, 2016 500 Baergic March 9, 2017 500 Cyprium March 13, 2017 500 Aevitas July 28, 2017 500 Tamid November 30, 2017 1 500 Fortress (4,000) Consolidated (Income)/Expense $ — Note 1: Trigger Date Note 2: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the SPMA fees under the MSA will not be due or accrued. Fees and Stock Grants Received by Fortress Fees recorded in connection with the Company’s agreements with its subsidiaries 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. |
Incomes taxes
Incomes taxes | 12 Months Ended |
Dec. 31, 2019 | |
Incomes taxes | |
Incomes taxes | 18. 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 (benefit) are as follows: For the years ended December 31, ($ in thousands) 2019 2018 Current Federal $ — $ — State — — Deferred Federal — — State — — Total $ — $ — 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 $168.2 million against its net deferred tax assets. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The significant components of the Company’s deferred taxes consist of the following: As of December 31, ($ in thousands) 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 125,657 $ 93,823 Amortization of license fees 17,077 12,552 Amortization of in-process R&D 449 420 Stock compensation 13,280 10,404 Lease liability 7,454 — Accruals and reserves 1,810 2,267 Tax credits 12,716 10,207 Startup costs 58 55 Unrealized gain/loss on investments 716 805 Business interest expense deduction limit — 2,535 Total deferred tax assets 179,217 133,068 Less: valuation allowance (168,223) (132,114) Net deferred tax assets $ 10,994 $ 954 Deferred tax liabilities: Unrealized gain/loss on investment $ — $ — Right of use asset (6,280) — Gain / loss on Deconsolidation of Caelum (1,835) — Basis in subsidiary (2,879) (954) Total deferred tax assets, net $ — $ — A reconciliation of the statutory tax rates and the effective tax rates is as follows: For the Year Ended December 31, 2019 2018 Percentage of pre-tax income: U.S. federal statutory income tax rate 21 % 21 % State taxes, net of federal benefit 12 % 5 % Credits 3 % 3 % Non-deductible items — % — % Provision to return % (1) % Stock based compensation shortfall (1) % (1) % Change in federal rate — % — % Change in state rate % (3) % Intercompany elimination adjustments — % — % Deconsolidation of Caelum (3) — Change in fair value of warrants — % — % Change in valuation allowance (36) % (25) % Change in subsidiary basis (1) % 1 % Other 1 % — % Effective income tax rate — % — % The Company files a consolidated income tax return with subsidiaries for which the Company has an 80% or greater ownership interest. subsidiaries 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, 2019 and 2018. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2019 and 2018. The valuation allowance increased by a net $36.0 million during the current year. The Company has incurred net operating losses (“NOLs”) since inception. At December 31, 2019, the Company had federal NOLs of $445.9 million, which will begin to expire in the year 2026, state NOLs of $487.0 million, which will begin to expire in 2022, federal income tax credits of $12.4 million, which will begin to expire in 2028, and state R&D tax credits of $0.4 million, which will begin to expire in 2033. The utilization of the Company’s NOLs and tax credit carryovers are subject to annual Internal Revenue Code Section 382 limitations (“382 Limitations”). Based on the analysis of the NOLs and tax credit carryovers subject to the 382 Limitations, the Company has concluded that the 382 Limitations would not prevent the Company from utilizing all of its NOLs and tax credit carryovers before expiration. On November 14, 2018, the Company entered into a stock purchase agreement with B. Riley Financial, Inc. (“B. Riley”) to sell approximately 7.0 million shares of the common stock of National, representing approximately 56.1% of National’s outstanding common stock and the Company’s entire economic interest in National. The first closing occurred on November 14, 2018 in which the Company sold approximately 3.0 million of its shares in NHLD and received $9.8 million in proceeds. The second closing occurred on February 11, 2019 upon the receipt of FINRA approval of the sale in which the Company received $13.1 million in proceeds for the sale of its remaining 4.0 million shares of NHLD to NHC and two other minority holders and received. The Company has written off National’s deferred tax assets and the corresponding allowance as of December 31, 2018. In January 2019, in connection with the Alexion DOSPA, the Company ceased to consolidate Caelum (see Note 4). As a result of the deconsolidation of Caelum, the Company has eliminated Caelum’s deferred tax assets and the valuation allowance for a net tax expense charge or benefit of zero for the year ended December 31, 2019. As of December 31, 2019, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2019. The NOLs from tax years 2006 through 2018 remain open to examination (and adjustment) by the Internal Revenue Service and state taxing authorities. In addition, federal tax years ending December 31, 2016, 2017 and 2018 are open for assessment of federal taxes. The expiration of the statute of limitations related to the various state income and franchise tax returns varies by state. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Segment Information | 19. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company’s segments are the same as those described in Note 2. Prior to the sale of National the Company operated in three segments, one which included National, see Note 3. The following tables summarize, for the periods indicated, operating results, from continued operations by reportable segment ($ in thousands): Dermatology Pharmaceutical and Products Biotechnology Year Ended December 31, 2019 Sales Product Development Consolidated Net revenue $ 34,921 $ 1,708 $ 36,629 Direct cost of goods (10,532) — (10,532) Sales and marketing costs (17,120) — (17,120) Research and development — (81,326) (81,326) General and administrative (2,556) (35,914) (38,470) Other income — 9,159 9,159 Segment gain (loss) from operations $ 4,713 $ (106,373) $ (101,660) Segment assets Intangible assets, net $ 7,377 $ — $ 7,377 Tangible assets 19,946 199,099 219,045 Total segment assets $ 27,323 $ 199,099 $ 226,422 Dermatology Pharmaceutical and Products Biotechnology Year Ended December 31, 2018 Sales Product Development Consolidated Net Revenue $ 23,376 $ 3,506 $ 26,882 Direct cost of goods (6,125) — (6,125) Sales and marketing costs (11,639) — (11,639) Research and development — (87,383) (87,383) General and administrative (1,778) (39,954) (41,732) Other expense (10,803) (10,803) Segment gain (loss) from operations $ 3,834 $ (134,634) $ (130,800) Segment assets Intangible assets, net $ 1,417 $ — $ 1,417 Tangible assets 8,984 130,592 139,576 Total segment assets $ 10,401 $ 130,592 $ 140,993 |
Revenues from Contracts and Sig
Revenues from Contracts and Significant Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenues from Contracts and Significant Customers | |
Revenues from Contracts and Significant Customers | 20. Revenues from Contracts and Significant Customers Disaggregation of Total Revenues The Company has five marketed products, Targadox®, Ximino®, Exelderm®, Luxamend® and Ceracade®. Substantially all of the Company’s product revenues are recorded in the U.S. Substantially all of the Company’s collaboration revenues are from its collaboration with TGTX. Revenues by product and collaborator are summarized as follows ($ in thousands): Year ended December 31, 2019 2018 Targadox® $ 28,068 $ 21,225 Other Branded Revenue 1 6,853 2,151 Total product revenues 34,921 23,376 TGTX 1,708 3,506 Total Revenue $ 36,629 $ 26,882 Note 1: $6.9M in other branded revenue in 2019 includes $3.6M in Ximino Sales. Ximino was sold for five months starting in August 2019. Collaboration Revenue The Company recognized collaboration and license agreement revenues of $1.7 million and $3.5 million during the year ended December 31, 2019 and 2018, respectively. Significant Customers For the year ended December 31, 2019, two of the Company’s Dermatology Products customers each accounted for more than 10.0% of its total gross product revenue, accounting for approximately 50% and 10%, respectively. The revenue from these customers is captured in the product revenue, net line item within the Consolidated Statements of Operations. For the year ended December 31, 2018, two of the Company’s Dermatology Products customers each accounted for more than 10.0% of its total gross product revenue, accounting for approximately 48.5% and 10.6%, respectively. The revenue from these customers is captured in the product revenue, net line item within the Consolidated Statements of Operations. At December 31, 2019, two of the Company’s Dermatology Products customers accounted for more than 10% of its total accounts receivable balance at 21% and 18% respectively. At December 31, 2018, one of the Company’s Dermatology Products customers accounted for 79.1% of its total accounts receivable balance. Net Revenue from Pharmaceutical and Biotechnology Product Development represents collaboration revenue from TGTX in connection with Checkpoint, which is classified as related party revenue. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 21. Subsequent Events On February 11, 2020, the Company announced the pricing of an underwritten public offering, whereby it sold 625,000 shares of its 9.375% Series A Cumulative Redeemable Perpetual Preferred Stock, (plus a 45-day option to purchase up to an additional 93,750 shares, which was exercised in February 2020) at a price of $20.00 per share for gross proceeds of approximately $14.4 million, before deducting underwriting discounts and commissions and offering expenses. The above-mentioned shares of Perpetual Preferred Stock were sold under the 2019 Fortress Shelf. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s subsidiaries, listed above. All intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns less than 100% of the subsidiary, the Company records net loss attributable to non-controlling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties. The Company also consolidates subsidiaries in which it owns less than 50% of the subsidiary but maintains voting control. The Company continually assesses whether changes to existing relationships or future transactions may result in the consolidation or deconsolidation of partner companies. |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value of stock options and warrants, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company began recognizing revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this revenue standard is that a company should recognize revenue to depict 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 following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each p©erformance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. ASC 606 does not generally change the practice under which the Company recognizes product revenue from sales of Targadox®, Exelderm®, Luxamend® and Ceracade®. The Company’s performance obligation to deliver products is satisfied at the point in time that the goods are delivered to the customer, which is when the customer obtains title to and has the risks and rewards of ownership of the products. The Company has variable consideration in the form of rights of return, coupons, and price protection to customers. The Company uses an expected value method to estimate variable consideration and whether the transaction price is constrained. Payment is due within months of when the customer is invoiced, with discounts for prompt payment. Because the Company’s agreements for sales of product to its distributors can be cancelled early, prior to the termination date, they are deemed to have an expected duration of one year or less, and as such, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. |
Discontinued Operations | Discontinued Operations At December 31, 2018, the Company determined that its National segment met the discontinued operations criteria set forth in Accounting Standards Codification (ASC) Subtopic 205‑20‑45, Presentation of Financial Statements , for the twelve months ended December 31, 2018. As such, the National segment results have been classified as discontinued operations in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations. See Note 3 for more information relating to the Company’s discontinued operations. |
Fair Value Measurement | 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 financial instruments 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, such as accounts payable, accrued expenses and other current liabilities. |
Segment Reporting | Segment Reporting The Company operates in two operating and reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The Company evaluates the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. |
Cash and Cash Equivalents | 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, 2019 and at December 31, 2018 consisted of cash and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S. government agency securities. |
Short-term Investments | Short-term Investments The Company classifies its certificates of deposit as cash and cash equivalents or held to maturity in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities . The Company considers all short-term investments with an original maturity in excess of three months when purchased to be short-term investments. Short-term investments consist of short-term FDIC insured certificates of deposit with a maturity of more than three months and less than twelve months, carried at amortized cost using the effective interest method. The cost of the Company’s certificates of deposit approximated fair value. The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period. At December 31, 2019, the Company had approximately $15.0 million in certificates of deposit, which the Company classified as cash and cash equivalents. There were no short term investments classified as held-to-maturity as of December 31, 2019. At December 31, 2018, the Company had approximately $27.6 million in certificates of deposit. The Company classified $10.0 million as cash and cash equivalents and classified $17.6 million as short-term investments (certificates of deposits) held-to-maturity as of December 31,2018. This classification was based upon management’s determination that it has the positive intent and ability to hold the securities until their maturity dates, as its investments mature within one year and the underlying cash invested in these securities is not required for current operations. |
Property and Equipment | Property and Equipment Computer equipment, furniture & fixtures and machinery & 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business 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 for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset 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 are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. |
Restricted Cash | Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of December 31, 2019, and 2018, the Company has $16.6 million and $16.1 million, respectively, of restricted cash collateralizing a note payable of $14.9 million in 2019 and 2018, and certain pledges to secure letters of credit in connection with certain office leases of $1.7 million and $1.2 million in 2019 and 2018, respectively. The following table provides a reconciliation of cash, cash equivalents, and restricted cash from the consolidated balance sheets to the consolidated statements of cash flows for the years ended December 31, 2019, and 2018 ($ in thousands). December 31, 2019 2018 Cash and cash equivalents $ 136,858 $ 65,508 Restricted cash 16,574 16,074 Total cash and cash equivalents and restricted cash $ 153,432 $ 81,582 |
Inventories | Inventories Inventories comprise finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due to the Company for product sales of JMC. The Company’s accounts receivable reflects discounts for estimated early payment and for product estimated returns. Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. Accounts that are outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due and the customer’s current ability to pay its obligation to the Company. The Company writes off accounts receivable when they become uncollectible. The allowance for product estimated returns were $5.4 million and $3.1 million at December 31, 2019 and 2018, respectively. The Company recorded expense related to returns reserve of $2.9 million and $2.4 million for the years ended December 31, 2019 and 2018, respectively. |
Investments at Fair Value | Investments at Fair Value The Company elects the fair value option for its long-term investments at fair value (see Note 6). The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument by instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected are recognized as a change in fair value of investments on the Consolidated Statements of Operations. The Company elected the fair value option, instead of the equity method, for its investment in National as of December 31, 2018 (see Note 3). The Company has various processes and controls in place to ensure that fair value is reasonably estimated. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. |
Fair Value Option | Fair Value Option As permitted under the FASB, ASC 825, Financial Instruments, (“ASC 825”), the Company has elected the fair value option to account for the Helocyte and Caelum convertible notes. In accordance with ASC 825, the Company records these convertible notes at fair value with changes in fair value recorded in the Consolidated Statement of Operations. As a result of applying the fair value option, direct costs and fees related to the Helocyte and Caelum convertible notes were recognized in earnings as incurred and were not deferred. During 2018, the Helocyte convertible notes matured and the Company repaid the principal amount due of approximately $4.4 million. During 2019, Caelum's convertible notes were converted into Common shares of Caelum (see Note 10). |
Accounting for Warrants at Fair Value | Accounting for Warrants at Fair Value The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The fair value of warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, Derivatives and Hedging , since “down-round protection” is not an input into the calculation of the fair value of warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company assessed the classification of warrants issuable in connection with 2018 Venture Notes and determined that the Cyprium Contingently Issuable Warrants met the criteria for liability classification. Accordingly, the Company classified the Cyprium Contingently Issuable Warrants as a liability at their fair value and shall adjust the instruments to fair value at each balance sheet date until the warrants are issued. Any change in the fair value of the Cyprium Contingently Issuable Warrants shall be recognized as “change in the fair value of derivative liabilities” in the Consolidated Statements of Operations. |
Opus Credit Facility, with Detachable Warrants | Opus Credit Facility, with Detachable Warrants The Company accounts for the Opus Credit Facility with detachable warrants in accordance with ASC 470, Debt . The Company assessed the classification of its common stock purchase warrants as of the date of the transaction and determined that such instruments meet the criteria for equity classification. The warrants are reported on the Consolidated Balance Sheets as a component of additional paid in capital within stockholders’ equity. The Company recorded the related issue costs and value ascribed to the warrants as a debt discount of the Opus Credit Facility. The discount is amortized utilizing the effective interest method over the term of the Opus Credit Facility. The unamortized discount, if any, upon repayment of the Opus Credit Facility will be expensed to interest expense. In accordance with ASC Subtopic 470‑20, the Company determined the weighted average effective interest rate of the debt was approximately 16% at December 31, 2019. The Company has also evaluated the Opus Credit Facility and warrants in accordance with the provisions of ASC 815, Derivatives and Hedging , including consideration of embedded derivatives requiring bifurcation. As of December 31, 2019, Opus dissolved and is in the process of distributing its assets among its Limited Partners. While this dissolution will not impact any of the terms under the Opus Credit Facility the Company is working with Opus to amend and restate the relevant documentation, in order to memorialize the distribution of assets. |
Issuance of Debt and Equity | Issuance of Debt and Equity The Company issues complex financial instruments which include both equity and debt features. The Company analyzes 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 include any embedded derivatives. |
Long-Lived Assets | Long-Lived Assets Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. As of December 31, 2019 and 2018 there were no indicators of impairment. |
Research and Development | 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 during the period was reflected as research and development - licenses acquired on the Consolidated Statements of Operations for the years ended December 31, 2019 and 2018. |
Contingencies | 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 |
Leases | Leases Effective January 1, 2019, 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. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. |
Stock-Based Compensation | 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 forfeiture rates. For stock-based compensation awards to non-employees, prior to the adoption of ASU 2018-07 on January 1, 2019, the Company remeasured the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards were recognized as compensation expense in the period of change. Subsequent to the adoption of ASU 2018-07, the Company recognizes non-employees compensation costs over the requisite service period based on a measurement of fair value for each stock award at the time the award is granted. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model or 409A valuations, as applicable. 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 | Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. |
Non-Controlling Interests | Non-Controlling Interests Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Reclassifications | Reclassifications Certain prior period amounts may have been reclassified to conform to the current year presentation. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU 2018‑07, “Improvements to Nonemployee Share-Based Payment Accounting” , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted ASU No. 2018‑07 as of January 1, 2019. The adoption of this update did not have a material impact on the Company’s financial statements. In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception . Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The adoption of this ASU on January 1, 2019, did not have a material impact on the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method by recording a right of use asset of $23.0 million, a lease liability of $26.8 million and eliminated deferred rent of approximately $3.8 million; there was no effect on opening retained earnings, and the Company continues to account for leases in the prior period financial statements under ASC Topic 840. In adopting the new standard, the Company elected to apply the practical expedients regarding the identification of leases, lease classification, indirect costs, and the combination of lease and non-lease components. In May 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The new standard was effective on January 1, 2018; however, early adoption is permitted. The Company adopted ASU No. 2017-09 as of January 1, 2018. The adoption of this update did not impact the Company’s financial statements. In January 2017, the FASB issued an ASU 2017-01, “ Business Combinations (Topic 805) Clarifying the Definition of a Business ”. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted ASU 2017-01 on January 1, 2018. The adoption of this update did not impact the Company’s financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of Cash and Cash Equivalents | 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 for the years ended December 31, 2019, and 2018 ($ in thousands). December 31, 2019 2018 Cash and cash equivalents $ 136,858 $ 65,508 Restricted cash 16,574 16,074 Total cash and cash equivalents and restricted cash $ 153,432 $ 81,582 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations | |
Schedule of revenue and expenses | The following is a summary of revenue and expenses of National for the year ended December 31, 2018: For the Year Ended December 31, ($ in thousands) 2018 Revenue $ 210,980 Operating expenses Commissions, compensation and fees 182,127 Clearing fees 2,400 Communications 3,260 Occupancy 3,755 Licenses and registration 2,735 Professional fees 4,306 Interest 97 Depreciation and amortization 1,551 Other administrative expenses 8,165 Total operating expenses 208,396 Gain from operations 2,584 Other income (expense) Change in fair value of warrants (13,018) Other income 153 Total other (expense) income (12,865) Loss from discontinued operations before income taxes (10,281) Income tax expense 3,188 Loss from discontinued operations (13,469) Gain from disposal of National 2,333 Total loss from discontinued operations, net of tax $ (11,136) |
Schedule of condensed consolidated balance sheets | In connection with this sale, the Company classified the assets and liabilities related to NHLD, included on its consolidated balance sheet as of December 31, 2018, as held for sale as presented in the table below: December 31, ($ in thousands) 2018 ASSETS Current assets Current assets held for sale $ 13,089 Total current assets held for sale 13,089 Total assets held for sale $ 13,089 |
Schedule of cash flows statement | The table below depicts the cash flows from the transaction for the year ended December 31, 2018: For the Year Ended December 31, ($ in thousands) 2018 Operating activities Effect of elimination entry with discontinued operations presentation $ (1,785) Total cash used in discontinued operating activities $ (1,785) Investing activities Proceeds from sale of National $ 9,783 Total cash provided by discontinued investing activities $ 9,783 |
Collaboration and Stock Purch_2
Collaboration and Stock Purchase Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Collaboration and Stock Purchase Agreements | |
Schedule of assets and liabilities of Caelum | The Company deconsolidated its holdings in Caelum immediately prior to the execution of the DOSPA. Following the DOSPA execution, the Company owns approximately 40% of the issued and outstanding capital stock of Caelum. The following table provides a summary of the assets and liabilities of Caelum impacted by the deconsolidation: January ($ in thousands) 2019 ASSETS Current assets Cash and cash equivalents $ 1,201 Prepaid expenses and other current assets 6 Total current assets $ 1,207 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 2,246 Interest payable 198 Interest payable - related party 106 Note payable - related party 929 Note payable 9,914 Warrant liability 991 Total current liabilities 14,384 Net liability impacted by deconsolidation $ 13,177 |
Schedule of gain from deconsolidation of Caelum | In connection with this transaction the Company recorded a gain resulting from the deconsolidation of Caelum on its consolidated financial statements for the year ended December 31, 2019: Gain on deconsolidation ($ in thousands) of Caelum Fair value of Caelum $ 11,148 Net liabilities deconsolidated 13,177 Non-controlling interest share (4,849) Write off of MSA fees due Fortress (1,000) Gain on deconsolidation of Caelum $ 18,476 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment | |
Schedule of property and equipment | Fortress’ property and equipment consisted of the following: December 31, ($ in thousands) Useful Life (Years) 2019 2018 Computer equipment 3 $ 648 $ 648 Furniture and fixtures 5 1,162 1,128 Machinery & equipment 5 4,594 3,143 Leasehold improvements 5-15 9,358 9,271 Construction in progress 1 N/A 1,157 393 Total property and equipment 16,919 14,583 Less: Accumulated depreciation (4,486) (2,564) Property and equipment, net $ 12,433 $ 12,019 Note 1: Relates to the Mustang cell processing facility. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of financial instruments, measured at fair value | The following tables classify into the fair value hierarchy of Fortress’ financial instruments, measured at fair value on a recurring basis on the Consolidated Balance Sheets as of December 31, 2019 and 2018: Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Fair value of investment in Caelum $ — $ — $ 11,148 $ 11,148 Total $ — $ — $ 11,148 $ 11,148 Fair Value Measurement as of December 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 27 $ 27 Total $ — $ — $ 27 $ 27 Fair Value Measurement as of December 31, 2018 ($ in thousands) Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 991 $ 991 Caelum Convertible Note, at fair value — — 9,914 9,914 Total $ — $ — $ 10,905 $ 10,905 |
Schedule of changes in fair value of financial instruments | The table below provides a roll forward of the changes in fair value of Level 3 financial instruments for the years ended December 31, 2019 and 2018: Investment in Caelum Convertible Warrant ($ in thousands) Caelum Note Liabilities Total Balance at December 31, 2018 $ — $ 9,914 $ 991 $ 10,905 Conversion of convertible notes — (9,914) — (9,914) Issuance of warrant — — (991) (991) Contingent warrant liability 27 27 Fair value of investment 11,148 — — 11,148 Balance at December 31, 2019 $ 11,148 $ — $ 27 $ 11,175 Investment Convertible Notes at fair value Warrants Warrant ($ in thousands) in Origo Helocyte Caelum National liabilities Total Balance at December 31, 2017 $ 1,390 $ 4,700 $ 10,059 $ 5,597 $ 87 $ 21,833 Payment of convertible note — (4,408) — — — (4,408) Disposal of National — — — (5,597) 222 (5,375) Change in fair value of investments (1,390) — — — — (1,390) Change in fair value of convertible notes — (292) (145) — — (437) Change in fair value of derivative liabilities — — — — 682 682 Balance at December 31, 2018 $ — $ — $ 9,914 $ — $ 991 $ 10,905 |
Caelum [Member] | Convertible Debt [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Caelum’s convertible debt was measured at fair value using the Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s convertible debt that is categorized within Level 3. As of December 31, 2018, conversion of the Caelum Convertible Notes was probable and as such the fair value approximated cost. The Caelum Convertible Notes were converted during 2019. For the year ended December 31, 2018 the following inputs were utilized to derive the notes’ fair value: December 31, 2018 Risk-free interest rate % Expected dividend yield — % Expected term in years Expected volatility % |
Fair Value for Derivative Contingently Issuable Warrant Liabilities | Caelum Convertible Notes, at fair ($ in thousands) value Ending balance at December 31, 2017 $ 10,059 Change in fair value of convertible notes (145) Ending balance at December 31, 2018 $ 9,914 Conversion of the convertible notes (9,914) Ending balance at December 31, 2019 $ — |
Warrants [Member] | Caelum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The fair value at December 31, 2018 was measured using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Caelum’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2018 are as follows: December 31,2018 Risk-free interest rate 2.905 % - 2.909 % Expected dividend yield — % Expected term in years 3.84 - 3.96 Expected volatility 70 % |
Fair Value for Derivative Contingently Issuable Warrant Liabilities | Fair Value of Derivative Warrant ($ in thousands) Liability Ending balance at January 1, 2018 $ 222 Change in fair value of derivative liability 769 Ending balance at December 31, 2018 $ 991 Issuance of warrant due to conversion of note (991) Ending balance at December 31, 2019 $ — |
Warrants [Member] | Cyprium [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The fair value of the Cyprium Contingently Issuable Warrants in connection with the 2018 Venture Debt was determined by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with an option-pricing model, with the following key assumptions: December 31, 2019 2018 Risk-free interest rate 1.92 % — % Expected dividend yield — — Expected term in years 10.0 — Expected volatility 93 % — % Probability of issuance of the warrant 5 % — % |
Fair Value for Derivative Contingently Issuable Warrant Liabilities | Cyprium Contingently ($ in thousands) Issuable Warrant Liability Ending balance at January 1, 2019 $ — Issuance of warrant due to probability of financing 27 Ending balance at December 31, 2019 $ 27 |
Licenses Acquired (Tables)
Licenses Acquired (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Licenses Acquired | |
Schedule of research and development-licenses | For the years ended December 31, 2019 and 2018, the Company’s research and development-licenses acquired are comprised of the following: For the Years Ended December 31, ($ in thousands) 2019 2018 Partner companies: Aevitas $ — $ 1 Avenue 1,000 — Baergic 3,290 — Caelum — 252 Cellvation — 1 Checkpoint — 1,000 Helocyte 450 1,521 Mustang 1,350 1,275 Total $ 6,090 $ 4,050 |
Schedule of research and development for licenses acquired | For the years ended December 31, 2019 and 2018 Mustang recorded the following expense in research and development – licenses acquired: ($ in thousands) For the Years Ended December 31, Institution Program 2019 2018 City of Hope MB-102 (CD 123 CAR T for AML) $ 250 $ — Nationwide Children's Hospital MB-108 (C134 Oncolytic Virus for GBM) 200 — City of Hope MB-104 (CS1 CAR T for Multiple Myeloma and Light Chain Amyloidosis) 200 — City of Hope MB-105 (PSCA CAR T for Prostate & Pancreatic Cancers) 200 — CSL Behring MB-107 (XSCID) 200 — UCLA MB-105 (PSCA CAR T for Prostate & Pancreatic Cancers) 300 — City of Hope MB-103 (HER2 CAR T for GBM & Metastatic Breast Cancer to Brain) — 200 St. Jude MB-107 (XSCID) — 1,000 City of Hope Manufacturing License — 75 Total $ 1,350 $ 1,275 |
Sponsored Research and Clinic_2
Sponsored Research and Clinical Trial Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Sponsored Research and Clinical Trial Agreements | |
Schedule of research and development for sponsored research and clinical trial agreements | For the years ended December 31, 2019 and 2018 Mustang recorded the following expense in research and development for sponsored research and clinical trial agreements: ($ in thousands) For the Years Ended December 31, Institution Program 2019 2018 City of Hope CAR T development (multiple programs) $ 2,000 $ 2,000 City of Hope MB-102 (CD123 CAR T for AML) 1,202 835 City of Hope MB-101 (IL13Rα2 CAR T for Glioblastoma) 876 1,056 City of Hope Manufacturing License 457 458 St. Jude MB-107 (XSCID) 777 — Fred Hutch MB-106 (CD20 CAR T for GBM & Metastatic Breast Cancer to Brain) 762 1,301 Beth Israel Deaconess Medical Center CRISPR (multiple programs) 69 69 Total $ 6,143 $ 5,719 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangibles | |
Schedule of JMC intangible asset | The table below provides a summary of intangible assets as of December 31, 2019 and 2018, respectively: Estimated Useful ($ in thousands) Lives ( Years) December 31, 2019 December 31, 2018 Intangible assets – asset purchases 3 to 7 $ 9,934 $ 2,800 Total 9,934 2,800 Accumulated amortization (2,557) (1,383) Net intangible assets $ 7,377 $ 1,417 |
Schedule of JMC recognized expense related to its product licenses | The table below provides a summary for the years ended December 31, 2019 and 2018, of recognized expense related to product licenses, which was recorded in costs of goods sold on the Consolidated Statement of Operations (see Note 19): Intangible ($ in thousands) Assets Beginning balance at January 1, 2018 $ 883 Additions 1,200 Amortization expense (666) Ending balance at December 31, 2018 $ 1,417 Additions: Purchase of Ximino 1 7,134 Amortization expense (1,174) Ending balance at December 31, 2019 $ 7,377 |
Schedule of future amortization of intangible assets | The future amortization of these intangible assets is as follows ($ in thousands): Total Ximino® Exelderm® Amortization Year Ended December 31, 2020 $ 1,019 $ 400 $ 1,419 Year Ended December 31, 2021 1,019 267 1,286 Year Ended December 31, 2022 1,019 — 1,019 Year Ended December 31, 2023 1,019 — 1,019 Year Ended December 31, 2024 1,019 — 1,019 Thereafter 1,615 1,615 Total $ 6,710 $ 667 $ 7,377 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt and Interest | |
Schedule of debt | Total debt consists of the following as of December 31, 2019 and December 31, 2018: December 31, ($ in thousands) 2019 2018 Interest rate Maturity IDB Note $ 14,929 $ 14,929 2.25 % Aug - 2021 5 2017 Subordinated Note Financing 3,254 3,254 8.00 % March - 2021 2017 Subordinated Note Financing 13,893 13,893 8.00 % 3 May - 2021 2017 Subordinated Note Financing 1,820 1,820 8.00 % 3 June - 2021 2017 Subordinated Note Financing 3,018 3,018 8.00 % 3 August - 2021 2017 Subordinated Note Financing 6,371 6,371 8.00 % 3 September - 2021 2018 Venture Notes 6,517 6,517 8.00 % August - 2021 2018 Venture Notes 15,190 15,190 8.00 % September - 2021 Opus Credit Facility 1 9,000 9,500 12.00 % September - 2021 Mustang Horizon Notes 2 15,750 — 9.00 % October - 2022 Caelum Convertible Note, at fair value 4 — 1,000 8.00 % January - 2019 Caelum Convertible Note, at fair value 4 — 6,800 8.00 % February - 2019 Caelum Convertible Note, at fair value 4 — 2,114 8.00 % March - 2019 Total notes payable 89,742 84,406 Less: Discount on notes payable 5,086 4,903 Total notes payable $ 84,656 $ 79,503 Note 1: Classified as short-term on the Company's Consolidated Balance Sheet as of December 31, 2018. Classified as long-term on the Company's Consolidated Balance Sheet as of December 31, 2019. Note 2: Interest rate is 9.0% plus one-month LIBOR Rate in excess of 2.5%. Note 3: As a result of a one year maturity date extension, the interest rate of 9.0% takes effect in year 4 of the note. Note 4: These notes converted in January 2019 with Caelum's execution of the DOSPA with Alexion (see Note 4). Note 5: Maturity was extended into 2021 in January 2020. |
Schedule of interest expense for all debt arrangements | For the Years Ended December 31, 2019 2018 ($ in thousands) Interest Fees 1 Total Interest Fees 1 Total IDB Note $ 356 $ — $ 356 $ 341 $ — $ 341 2017 Subordinated Note Financing 4,220 1,381 5,601 4,217 1,363 5,580 Opus Credit Facility 1,113 336 1,449 1,141 636 1,777 2018 Venture Notes 1,737 639 2,376 1,364 420 1,784 LOC Fees 60 — 60 30 — 30 Helocyte Convertible Note — — — 94 — 94 Caelum Convertible Note — — — 787 — 787 Mustang Horizon Notes 1,042 710 1,752 — — — Note Payable 2 — 255 255 — — — Other — — — (53) — (53) Total Interest Expense and Financing Fee $ 8,528 $ 3,321 $ 11,849 $ 7,921 $ 2,419 $ 10,340 Note 1: Amortization of fees. Note 2: Imputed interest expense related to Ximino purchase (see Note 9). |
Accrued Liabilities and other_2
Accrued Liabilities and other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and other Long-Term Liabilities | |
Schedule of accrued expenses and other long-term liabilities | Accrued expenses and other long-term liabilities consisted of the following: December 31, ($ in thousands) 2019 2018 Accrued expenses: Professional fees $ 1,153 $ 1,434 Salaries, bonuses and related benefits 6,683 5,843 Research and development 4,215 3,805 Research and development - manufacturing 1,017 826 Research and development - clinical supplies — 160 Research and development - license maintenance fees 361 519 Research and development - milestones — 200 Dr. Falk Pharma milestone — 300 Accrued royalties payable 2,320 1,108 Accrued coupon expense 3,542 838 Other 6,108 1,327 Total accrued expenses $ 25,399 $ 16,360 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 1 $ 2,136 $ 5,211 Long-term note payable 2 4,990 — Total other long-term liabilities $ 7,126 $ 5,211 Note 1: As of December 31, 2019, balance consists of deferred charges related to build-out of the New York facility, and as of December 31, 2018, balance consists of deferred rent and deferred build out charges. Note 2: As of December 31, 2019, Journey recorded a note payable, net of an imputed interest discount of $2.3 million, of $4.7 million in connection with its acquisition of Ximino, see Note 9. The imputed interest discount was calculating utilizing an 11.96% effective interest rate based upon a non-investment grade “CCC” rate over a five-year period. Amortization of interest discount was $0.3 million for the year ended December 31, 2019. |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Non-Controlling Interests | |
Schedule of non-controlling interests in consolidated entities | Non-controlling interests in consolidated entities are as follows: For the twelve months ended As of December 31, 2019 December 31, 2019 As of December 31, 2019 Net loss attributable to non- Non-controlling interests Non-controlling ($ in thousands) NCI equity share controlling interests in consolidated entities ownership Aevitas $ (1,249) $ (694) $ (1,943) 35.8 % Avenue 2 24,269 (19,011) 5,258 77.3 % Baergic 23 (1,162) (1,139) 33.0 % Cellvation (732) (158) (890) 20.6 % Checkpoint 1 29,389 (14,687) 14,702 78.0 % Coronado SO (290) — (290) 13.0 % Cyprium (320) (99) (419) 10.6 % Helocyte (4,322) (402) (4,724) 19.3 % JMC (211) 325 114 6.9 % Mustang 2 62,025 (25,727) 36,298 70.3 % Tamid (565) (85) (650) 22.8 % Total $ 108,017 $ (61,700) $ 46,317 For the twelve months ended As of December 31, 2018 December 31, 2018 As of December 31, 2018 Net loss attributable to Non-controlling interests in Non-controlling ($ in thousands) NCI equity share non-controlling interests consolidated entities ownership Aevitas $ (474) $ (606) $ (1,080) 36.1 % Avenue 2 13,326 (13,735) (409) 64.81 % Caelum 3 (2,436) (2,413) (4,849) 36.8 % Cellvation (457) (185) (642) 21.1 % Checkpoint 1 31,648 (23,470) 8,178 69.3 % Coronado SO (290) — (290) 13.0 % Cyprium (210) (62) (272) 10.8 % Helocyte (3,372) (684) (4,056) 19.8 % JMC (475) 245 (230) 6.9 % Mustang 2 38,631 (16,628) 22,003 60.5 % Tamid (211) (251) (462) 23.4 % Total $ 75,680 $ (57,789) $ 17,891 Note 1: Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. Note 2: Avenue and Mustang are consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Preferred Class A Shares which provide super-majority voting rights. Note 3: Effective January 30, 2019, Caelum ceased to be a controlled Fortress entity and as such is no longer consolidated. |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss per Common Share | |
Schedule of diluted weighted average shares outstanding | The following shares of potentially dilutive securities, weighted during the years ended December 31, 2019 and 2018 have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be antidilutive: For the Years Ended December 31, 2019 2018 Warrants to purchase Common Stock 849,186 886,682 Opus warrants to purchase Common Stock 1,880,000 1,880,000 Options to purchase Common Stock 1,179,680 1,085,502 Convertible preferred stock 1,038,251 1,000,000 Unvested Restricted Stock 12,625,144 11,174,113 Unvested Restricted Stock Units 721,478 1,655,849 Total 18,293,739 17,682,146 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Schedule of stock-based compensation expense | The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards and warrants for the years ended December 31, 2019 and 2018: For the Years Ended December 31, ($ in thousands) 2019 2018 Employee awards $ 5,094 $ 5,940 Non-employee awards 121 93 Warrants 97 — Partner Companies: Avenue 1,839 1,537 Checkpoint 3,121 1,994 Mustang 2,664 4,960 Other 252 488 Total stock-based compensation expense $ 13,188 $ 15,012 |
Share Based Compensation Stock Options, and Other Types of Grants of Stock Option | The table below provides a summary of those plans as of December 31, 2019: Partner Shares Shares available at Company Stock Plan Authorized December 31, 2019 Aevitas Aevitas Therapeutics, Inc. 2018 Long Term Incentive Plan 2,000,000 1,702,000 Avenue Avenue Therapeutics, Inc. 2015 Stock Plan 2,000,000 405,849 Baergic FBIO Acquisition Corp. III 2017 Incentive Plan 2,000,000 2,000,000 Cellvation Cellvation Inc. 2016 Incentive Plan 2,000,000 300,000 Checkpoint Checkpoint Therapeutics, Inc. Amended and Restated 2015 Stock Plan 5,000,000 1,465,805 Cyprium Cyprium Therapeutics, Inc. 2017 Stock Plan 2,000,000 2,000,000 Helocyte DiaVax Biosciences, Inc. 2015 Incentive Plan 2,000,000 341,667 Journey Journey Medical Corporation 2015 Stock Plan 3,000,000 190,792 Mustang Mustang Bio, Inc. 2016 Incentive Plan 5,000,000 1,931,015 Tamid FBIO Acquisition Corp. V 2017 Incentive Plan 2,000,000 1,600,000 |
Schedule of Stock option activities | The following table summarizes Fortress stock option activities excluding activities related to partner companies: Weighted average Total weighted remaining Weighted average average contractual life Number of shares exercise price intrinsic value (years) Options vested and expected to vest at December 31, 2017 1,310,501 $ 3.78 $ 1,351,080 3.95 Forfeited (25,000) 4.75 — — Options vested and expected to vest at December 31, 2018 1,285,501 $ 3.75 $ — 2.93 Granted 125,000 1.18 173,750 Options vested and expected to vest at December 31, 2019 1,410,501 $ 4.30 $ 684,752 2.33 Options vested and exercisable 1,310,501 $ 4.54 $ 545,752 2.20 |
Schedule of Restricted stock awards and restricted stock units | The following table summarizes Fortress restricted stock awards and restricted stock units activities, excluding activities related to Fortress subsidiaries: Weighted average Number of shares grant price Unvested balance at December 31, 2017 11,874,034 $ 2.63 Restricted stock granted 1,721,802 3.81 Restricted stock vested (213,334) 2.76 Restricted stock units granted 490,000 3.64 Restricted stock units forfeited (474,478) 3.94 Restricted stock units vested (752,042) 3.56 Unvested balance at December 31, 2018 12,645,982 $ 2.72 Restricted stock granted 1,546,408 0.88 Restricted stock forfeited — — Restricted stock vested (220,000) 3.16 Restricted stock units granted 290,000 1.49 Restricted stock units forfeited (135,416) 3.91 Restricted stock units vested (358,960) 3.61 Unvested balance at December 31, 2019 13,768,014 $ 2.46 |
Schedule of Warrant activities | The following table summarizes Fortress warrant activities, excluding activities related to partner companies: Weighted average Total weighted remaining Weighted average average intrinsic contractual life Number of shares exercise price value (years) Outstanding as of December 31, 2017 2,774,189 $ 3.30 $ 2,204,530 4.47 Forfeited (20,000) 5.72 — — Outstanding as of December 31, 2018 2,754,189 $ 3.28 $ — 3.49 Granted 60,000 1.92 39,000 Forfeited (73,009) 5.65 — Outstanding as of December 31, 2019 2,741,180 $ 3.19 $ 111,000 2.73 Exercisable as of December 31, 2019 2,656,180 $ 3.22 $ 72,000 2.58 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of lease expense | During the year ended December 31, 2019, the Company recorded $3.2 million as lease expense to current period operations. Year Ended December 31, ($ in thousands) 2019 Lease cost Operating lease cost $ 3,199 Shared lease costs (1,876) Variable lease cost 801 Total lease cost $ 2,124 The following tables summarize quantitative information about the Company’s operating leases, under the adoption of Topic 842 : Year Ended December 31, ($ in thousands) 2019 Operating cash flows from operating leases $ (3,001) Weighted-average remaining lease term – operating leases 6.3 Weighted-average discount rate – operating leases 6.2 % Future Lease ($ in thousands) Liability Year Ended December 31, 2020 $ 2,966 Year Ended December 31, 2021 3,114 Year Ended December 31, 2022 3,084 Year Ended December 31, 2023 3,137 Year Ended December 31, 2024 3,190 Other 20,273 Total 35,764 Less: present value discount (10,268) Operating lease liabilities $ 25,496 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Schedule of effective date and PIK dividend or equity fee payable | The following table summarizes, by subsidiary, the effective date of the Founders Agreements and PIK dividend or equity fee payable to the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the subsidiaries’ certificates of incorporation. PIK Dividend as a % of fully diluted outstanding Class of Stock Partner company Effective Date 1 capitalization Issued Helocyte March 20, 2015 2.5 % Common Stock Avenue February 17, 2015 2.5 % 4 Common Stock Mustang March 13, 2015 2.5 % Common Stock Checkpoint March 17, 2015 0.0 % 2 Common Stock Cellvation October 31, 2016 2.5 % Common Stock Baergic December 17, 2019 3 2.5 % Common Stock Cyprium March 13, 2017 2.5 % Common Stock Aevitas July 28, 2017 2.5 % Common Stock Tamid November 30, 2017 3 2.5 % Common Stock Note 1: Represents the effective date of each subsidiary’s Founders Agreement. Note 2: Instead of a PIK dividend, Checkpoint pays the Company an annual equity fee in shares of Checkpoint’s common stock equal to 2.5% of Checkpoint’s fully diluted outstanding capitalization, pursuant to its Founders Agreement. Note 3: Represents the Trigger Date. Note 4: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the SPMA PIK dividends will not be paid or accrued. |
Dividends Declared | The following table summarizes, by subsidiary, the PIK dividend or equity fee recorded by the Company in accordance with the terms of the Founders Agreements, Exchange Agreements and the subsidiaries’ certificates of incorporation for the years ended December 31, 2019 and 2018 ($ in thousands): PIK Dividend Year Ended Year Ended Partner company Date December 31, 2019 1 December 31, 2018 Aevitas January 1 $ 6 $ 6 Caelum 2 January 1 — 462 Cellvation January 1 7 5 Checkpoint January 1 2,510 1,748 Cyprium January 1 5 3 Helocyte January 1 131 167 Mustang January 1 4,923 2,085 Tamid January 1 7 15 Fortress (7,589) (4,491) Total $ — $ — Note 1: Includes 2020 PIK dividend accrued for the year ended December 31, 2019, as Type 1 subsequent event Note 2: Pursuant to the terms of the Amended and Restated Mutual Conditional Termination Agreement between Fortress and Caelum, the Founders Agreement dated January 1, 2017 was terminated upon signing of the |
Schedule of effective date and annual consulting fee payable by the subsidiary to the Company | The following table summarizes, by partner company, the effective date of the MSA and the annual consulting fee payable by the subsidiary to the Company in quarterly installments ($ in thousands): Annual MSA Fee Fortress partner Effective Date (Income)/Expense Helocyte March 20, 2015 $ 500 Avenue 2 February 17, 2015 — Mustang March 13, 2015 500 Checkpoint March 17, 2015 500 Cellvation October 31, 2016 500 Baergic March 9, 2017 500 Cyprium March 13, 2017 500 Aevitas July 28, 2017 500 Tamid November 30, 2017 1 500 Fortress (4,000) Consolidated (Income)/Expense $ — Note 1: Trigger Date Note 2: Pursuant to the terms of the agreement between Avenue and InvaGen Pharmaceuticals, Inc. during the term of the SPMA fees under the MSA will not be due or accrued. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Incomes taxes | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision (benefit) are as follows: For the years ended December 31, ($ in thousands) 2019 2018 Current Federal $ — $ — State — — Deferred Federal — — State — — Total $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred taxes consist of the following: As of December 31, ($ in thousands) 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 125,657 $ 93,823 Amortization of license fees 17,077 12,552 Amortization of in-process R&D 449 420 Stock compensation 13,280 10,404 Lease liability 7,454 — Accruals and reserves 1,810 2,267 Tax credits 12,716 10,207 Startup costs 58 55 Unrealized gain/loss on investments 716 805 Business interest expense deduction limit — 2,535 Total deferred tax assets 179,217 133,068 Less: valuation allowance (168,223) (132,114) Net deferred tax assets $ 10,994 $ 954 Deferred tax liabilities: Unrealized gain/loss on investment $ — $ — Right of use asset (6,280) — Gain / loss on Deconsolidation of Caelum (1,835) — Basis in subsidiary (2,879) (954) Total deferred tax assets, net $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rates and the effective tax rates is as follows: For the Year Ended December 31, 2019 2018 Percentage of pre-tax income: U.S. federal statutory income tax rate 21 % 21 % State taxes, net of federal benefit 12 % 5 % Credits 3 % 3 % Non-deductible items — % — % Provision to return % (1) % Stock based compensation shortfall (1) % (1) % Change in federal rate — % — % Change in state rate % (3) % Intercompany elimination adjustments — % — % Deconsolidation of Caelum (3) — Change in fair value of warrants — % — % Change in valuation allowance (36) % (25) % Change in subsidiary basis (1) % 1 % Other 1 % — % Effective income tax rate — % — % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Schedule of continued operations by reportable segment | The following tables summarize, for the periods indicated, operating results, from continued operations by reportable segment ($ in thousands): Dermatology Pharmaceutical and Products Biotechnology Year Ended December 31, 2019 Sales Product Development Consolidated Net revenue $ 34,921 $ 1,708 $ 36,629 Direct cost of goods (10,532) — (10,532) Sales and marketing costs (17,120) — (17,120) Research and development — (81,326) (81,326) General and administrative (2,556) (35,914) (38,470) Other income — 9,159 9,159 Segment gain (loss) from operations $ 4,713 $ (106,373) $ (101,660) Segment assets Intangible assets, net $ 7,377 $ — $ 7,377 Tangible assets 19,946 199,099 219,045 Total segment assets $ 27,323 $ 199,099 $ 226,422 Dermatology Pharmaceutical and Products Biotechnology Year Ended December 31, 2018 Sales Product Development Consolidated Net Revenue $ 23,376 $ 3,506 $ 26,882 Direct cost of goods (6,125) — (6,125) Sales and marketing costs (11,639) — (11,639) Research and development — (87,383) (87,383) General and administrative (1,778) (39,954) (41,732) Other expense (10,803) (10,803) Segment gain (loss) from operations $ 3,834 $ (134,634) $ (130,800) Segment assets Intangible assets, net $ 1,417 $ — $ 1,417 Tangible assets 8,984 130,592 139,576 Total segment assets $ 10,401 $ 130,592 $ 140,993 |
Revenues from Contracts and S_2
Revenues from Contracts and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues from Contracts and Significant Customers | |
Schedule of disaggregation of total revenues | Revenues by product and collaborator are summarized as follows ($ in thousands): Year ended December 31, 2019 2018 Targadox® $ 28,068 $ 21,225 Other Branded Revenue 1 6,853 2,151 Total product revenues 34,921 23,376 TGTX 1,708 3,506 Total Revenue $ 36,629 $ 26,882 Note 1: $6.9M in other branded revenue in 2019 includes $3.6M in Ximino Sales. Ximino was sold for five months starting in August 2019. |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Feb. 11, 2019 | Nov. 14, 2018 | Sep. 09, 2016 | Dec. 31, 2018 |
Organization And Nature Of Business [Line Items] | ||||
Sale of Stock, Transaction Date | Feb. 11, 2019 | Nov. 14, 2018 | ||
Sale of Stock, Number of Shares Issued in Transaction | 4 | |||
National Holdings Corporation [Member] | ||||
Organization And Nature Of Business [Line Items] | ||||
Merger Agreement Minimum Percentage Of Shares In Tender Offer To Completed Merger | 56.60% | |||
Business Acquisition, Share Price | $ 3.25 | |||
Sale of Stock, Percentage of Ownership before Transaction | 56.10% | |||
Sale of Stock, Price Per Share | $ 3.25 | |||
Sale of Stock, Consideration Received on Transaction | $ 22.9 | |||
Sale of Stock, Consideration Received Per Transaction | $ 13.1 | $ 9.8 | ||
Sale of Stock, Number of Shares Issued in Transaction | 4 | 3 | ||
Sale of Stock, Percentage of Ownership after Transaction | 32.10% | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7 | |||
Business Combination, Consideration Transferred | $ 22.9 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies- Consolidated statements of cash flows (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | |||
Cash and cash equivalents | $ 136,858 | $ 65,508 | |
Restricted cash | 16,574 | 16,074 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 153,432 | $ 81,582 | $ 110,958 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 14, 2018 | |
Accounting Policies [Line Items] | |||
Percentage of tax benefit likely of being realized | 50.00% | ||
Restricted Cash and Cash Equivalents | $ 16,600 | $ 16,100 | |
Allowance for Doubtful Accounts Receivable | $ 5,400 | 3,100 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||
Pledged Assets Separately Reported, Loans Pledged as Collateral, at Fair Value | $ 1,700 | 1,200 | |
Time Deposits, at Carrying Value | 15,000 | 27,600 | |
Revenue from Contract with Customer, Including Assessed Tax | 34,921 | 23,376 | |
Notes Payable | 84,656 | 79,503 | |
Held-to-maturity Securities [Member] | |||
Accounting Policies [Line Items] | |||
Time Deposits, at Carrying Value | 0 | $ 17,600 | |
Cash and Cash Equivalents [Member] | |||
Accounting Policies [Line Items] | |||
Time Deposits, at Carrying Value | $ 10,000 | ||
Return Reserve [Member] | |||
Accounting Policies [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | 2,900 | 2,400 | |
Hercules Note Payable [Member] | |||
Accounting Policies [Line Items] | |||
Restricted Cash and Cash Equivalents | $ 14,900 | 14,900 | |
Helocyte Inc [Member] | |||
Accounting Policies [Line Items] | |||
Notes Payable | $ 4,400 | ||
Opus Credit Facility [Member] | |||
Accounting Policies [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Weighted Average Effective Interest Rate | 16 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accounting Policies [Line Items] | |||
Operating Lease, Liability | $ 25,496 | ||
Operating Lease, Right-of-Use Asset | $ 21,480 | $ 0 | |
Accounting Standards Update 2016-02 [Member] | |||
Accounting Policies [Line Items] | |||
Operating Lease, Liability | $ 26,800 | ||
Operating Lease, Right-of-Use Asset | 23,000 | ||
Deferred Rent Credit | $ 3,800 |
Discontinued Operations- Summar
Discontinued Operations- Summary of revenue and expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations | ||
Revenue | $ 210,980 | |
Operating expenses | ||
Commissions, compensation and fees | 182,127 | |
Clearing fees | 2,400 | |
Communications | 3,260 | |
Occupancy | 3,755 | |
Licenses and registration | 2,735 | |
Professional fees | 4,306 | |
Interest | 97 | |
Depreciation and amortization | 1,551 | |
Other administrative expenses | 8,165 | |
Total operating expenses | 208,396 | |
Gain from operations | 2,584 | |
Other income (expenses) | ||
Change in fair value of warrants | (13,018) | |
Other income | 153 | |
Total other income (expenses) | (12,865) | |
Loss from discontinued operations before income taxes | (10,281) | |
Income tax expense | 3,188 | |
Loss from discontinued operations | $ 0 | (13,469) |
Gain from disposal of National | 2,333 | |
Total loss from discontinued operations | $ 0 | $ (11,136) |
Discontinued Operations- Classi
Discontinued Operations- Classified assets and liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Current assets held for sale | $ 13,089 | ||
Total current assets | $ 0 | $ 1,207 | 13,089 |
Total assets held for sale | $ 13,089 |
Discontinued Operations- Cash f
Discontinued Operations- Cash flows from the transaction (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Effect of elimination entry with discontinued operations presentation | $ (1,785) | |
Total cash used in discontinued operating activities | $ 0 | (1,785) |
Investing activities | ||
Proceeds from sale of National | 9,783 | |
Total cash provided by discontinued investing activities | $ 13,089 | $ 9,783 |
Discontinued Operations- Additi
Discontinued Operations- Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 03, 2018 | |
Disposal Group, Including Discontinued Operation, Assets | $ 13,089 | ||
Share Price | $ 3.04 | ||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 0 | (13,469) | |
National Holdings Corporation [Member] | |||
Disposal Group, Including Discontinued Operation, Assets | $ 13,100 | ||
Share Price | $ 3.25 | ||
Discontinued Operations [Member] | National Holdings Corporation [Member] | |||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 2,300 |
Collaboration and Stock Purch_3
Collaboration and Stock Purchase Agreements - Summary of assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 1,201 | ||
Prepaid expenses and other current assets | 6 | ||
Total current assets | $ 0 | 1,207 | $ 13,089 |
Current liabilities | |||
Accounts payable and accrued expenses | 2,246 | ||
Interest payable | 198 | ||
Interest payable - related party | 106 | ||
Note payable - related party | 929 | ||
Note payable | 9,914 | ||
Warrant liability | 991 | ||
Total current liabilities | 14,384 | ||
Net liability impacted by deconsolidation | $ 13,177 | $ 13,177 |
Collaboration and Stock Purch_4
Collaboration and Stock Purchase Agreements - Condensed consolidated financial statements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2019 | |
Gain on deconsolidation of Caelum | ||
Fair value of Caelum | $ 11,148 | |
Net liabilities deconsolidated | 13,177 | $ 13,177 |
Non-controlling interest share | (4,849) | |
Write off of MSA fees due Fortress | (1,000) | |
Gain on deconsolidation of Caelum | $ 18,476 |
Collaboration and Stock Purch_5
Collaboration and Stock Purchase Agreements - Additional Information (Details) - USD ($) $ in Millions | Feb. 08, 2019 | Jan. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Nov. 12, 2018 |
Business Acquisition, Percentage of Voting Interests Acquired | 33.30% | ||||
Business Combination, Contingent Consideration, Liability | $ 180 | ||||
Caelum [Member] | |||||
Sale of Stock Percentage of Shares Transferred on Transaction | 19.90% | ||||
Sale of Stock, Consideration Received on Transaction | $ 30 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 40.00% | ||||
Alexion [Member] | |||||
Potential Additional Payments, Maximum | $ 500 | ||||
Sales [Member] | Avenue [Member] | |||||
Net sales threshold | $ 325 | ||||
Sales After January 1. 2029 [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 20.00% | ||||
Contingent Earn Out Payments Measurement Second Model | $ 1,500 | ||||
Slab One [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 10.00% | ||||
Slab One [Member] | Sales [Member] | Avenue [Member] | |||||
Net sales threshold | $ 400 | ||||
Slab One [Member] | Sales After January 1. 2029 [Member] | Avenue [Member] | |||||
Net sales threshold | $ 100 | ||||
Slab Two [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 12.50% | ||||
Slab Two [Member] | Sales [Member] | Minimum | |||||
Net sales threshold | $ 400 | ||||
Slab Two [Member] | Sales [Member] | Maximum | |||||
Net sales threshold | $ 500 | ||||
Slab Three [Member] | Avenue [Member] | |||||
Gross Profit Percentage To Net Sales | 15.00% | ||||
Slab Three [Member] | Sales [Member] | Avenue [Member] | |||||
Net sales threshold | $ 500 | ||||
SPMA [Member] | |||||
Business Combination, Consideration Transferred | $ 7 | ||||
First Stage [Member] | SPMA [Member] | |||||
Business Combination, Consideration Transferred | $ 31.5 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,919 | $ 14,583 |
Less: Accumulated depreciation | (4,486) | (2,564) |
Property and equipment, net | 12,433 | 12,019 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 648 | 648 |
Useful Life (Years) | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,162 | 1,128 |
Useful Life (Years) | 5 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,594 | 3,143 |
Useful Life (Years) | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,358 | 9,271 |
Leasehold Improvements [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 15 years | |
Leasehold Improvements [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,157 | $ 393 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment | ||
Depreciation | $ 1,922 | $ 1,393 |
Fair Value Measurements - Optio
Fair Value Measurements - Option pricing model (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Caelum [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 70.00% | |
Caelum [Member] | Convertible Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.302% | |
Caelum [Member] | Convertible Debt [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0.00% | |
Caelum [Member] | Convertible Debt [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term in years | 3 months 26 days | |
Caelum [Member] | Convertible Debt [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 67.00% | |
Caelum [Member] | Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.905% | |
Caelum [Member] | Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.909% | |
Caelum [Member] | Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0.00% | |
Caelum [Member] | Warrants [Member] | Measurement Input, Expected Term [Member] | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term in years | 3 years 10 months 2 days | |
Caelum [Member] | Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term in years | 3 years 11 months 16 days | |
Caelum [Member] | Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 70.00% | |
Cyprium [Member] | Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability of issuance of the warrant | 5.00% | 0.00% |
Cyprium [Member] | Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.92% | 0.00% |
Cyprium [Member] | Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Cyprium [Member] | Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term in years | 10 years | 0 years |
Cyprium [Member] | Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 93.00% | 0.00% |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant liabilities and Convertible Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Issuance of warrant due to conversion of note | $ (991) | |
Conversion of the convertible notes | $ (437) | |
Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Issuance of warrant due to conversion of note | (991) | |
Caelum Convertible Notes [Member] | Convertible Debt [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning balance | 9,914 | 10,059 |
Change in fair value of derivative liabilities | (145) | |
Conversion of the convertible notes | (9,914) | |
Ending balance | 0 | 9,914 |
Caelum Convertible Notes [Member] | Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning balance | 991 | 222 |
Change in fair value of derivative liabilities | 769 | |
Issuance of warrant due to conversion of note | (991) | |
Ending balance | 0 | $ 991 |
Cyprium [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Issuance of warrant due to conversion of note | 27 | |
Ending balance | $ 27 |
Fair Value Measurements - Exclu
Fair Value Measurements - Exclusive of National Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Fair value of investment | $ 11,148 | |
Total | 11,148 | |
Liabilities | ||
Liabilities | 27 | $ 10,905 |
Warrants [Member] | ||
Assets | ||
Fair value of investment | 0 | |
Caelum Convertible Notes [Member] | ||
Assets | ||
Fair value of investment | 0 | |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Total | 11,148 | |
Liabilities | ||
Liabilities | 27 | 10,905 |
Caelum Convertible Notes [Member] | ||
Assets | ||
Fair value of investment | 11,148 | |
Caelum Convertible Notes [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 27 | 991 |
Caelum Convertible Notes [Member] | Caelum Convertible Notes [Member] | ||
Liabilities | ||
Liabilities | 9,914 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 1 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 1 [Member] | Caelum Convertible Notes [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Caelum Convertible Notes [Member] | ||
Liabilities | ||
Liabilities | 0 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Fair value of investment | 11,148 | |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | ||
Liabilities | ||
Liabilities | $ 27 | 991 |
Caelum Convertible Notes [Member] | Fair Value, Inputs, Level 3 [Member] | Caelum Convertible Notes [Member] | ||
Liabilities | ||
Liabilities | $ 9,914 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Balance | $ 10,905 |
Conversion of convertible notes | (9,914) |
Issuance of warrant | (991) |
Fair value of investment | 11,148 |
Balance | 11,175 |
Warrants [Member] | |
Balance | 991 |
Issuance of warrant | 27 |
Caelum Convertible Notes [Member] | |
Balance | 9,914 |
Caelum Convertible Notes [Member] | Caelum [Member] | |
Balance | 0 |
Conversion of convertible notes | 0 |
Issuance of warrant | 0 |
Fair value of investment | 11,148 |
Balance | 11,148 |
Caelum Convertible Notes [Member] | Warrants [Member] | Caelum [Member] | |
Issuance of warrant | 0 |
Warrants [Member] | |
Balance | 991 |
Conversion of convertible notes | 0 |
Issuance of warrant | (991) |
Fair value of investment | 0 |
Balance | 27 |
Warrants [Member] | Warrants [Member] | |
Issuance of warrant | 27 |
Caelum Convertible Notes [Member] | |
Balance | 9,914 |
Conversion of convertible notes | (9,914) |
Issuance of warrant | 0 |
Fair value of investment | 0 |
Balance | 0 |
Caelum Convertible Notes [Member] | Warrants [Member] | |
Issuance of warrant | $ 0 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Changes in Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 10,905 | $ 21,833 |
Payment of convertible note | (4,408) | |
Disposal of National | 5,375 | |
Conversion of convertible notes | (9,914) | |
Change in fair value of investments | (1,390) | |
Conversion of the convertible notes | (437) | |
Change in fair value of derivative liabilities | 682 | |
Balance | 11,175 | 10,905 |
Helocyte [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 0 | 4,700 |
Payment of convertible note | (4,408) | |
Disposal of National | 0 | |
Change in fair value of investments | 0 | |
Conversion of the convertible notes | (292) | |
Change in fair value of derivative liabilities | 0 | |
Balance | 0 | |
Caelum Convertible Notes [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 9,914 | 10,059 |
Payment of convertible note | 0 | |
Disposal of National | 0 | |
Change in fair value of investments | 0 | |
Conversion of the convertible notes | (145) | |
Change in fair value of derivative liabilities | 0 | |
Balance | 9,914 | |
Warrants National [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 0 | 5,597 |
Payment of convertible note | 0 | |
Disposal of National | 5,597 | |
Change in fair value of investments | 0 | |
Conversion of the convertible notes | 0 | |
Change in fair value of derivative liabilities | 0 | |
Balance | 0 | |
Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 991 | 87 |
Payment of convertible note | 0 | |
Disposal of National | (222) | |
Change in fair value of investments | 0 | |
Conversion of the convertible notes | 0 | |
Change in fair value of derivative liabilities | 682 | |
Balance | 991 | |
Investment In Origo [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 0 | 1,390 |
Payment of convertible note | 0 | |
Disposal of National | 0 | |
Change in fair value of investments | (1,390) | |
Conversion of the convertible notes | 0 | |
Change in fair value of derivative liabilities | 0 | |
Balance | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments, Fair Value Disclosure | $ | $ 11,148 |
Measurement Input, Risk Free Interest Rate [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Risk Free Return | 1.60% |
Measurement Input, Share Price [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Share Price | $ / shares | $ 1.543 |
Measurement Input, Price Volatility [Member] | Caelum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Values Assumptions Expected Volatility Rate | 70.00% |
Fair Values Assumptions Expected Discount For Lack Of Marketability | 28.70% |
Licenses Acquired - Summary Of
Licenses Acquired - Summary Of Research and Development Arrangement Contract (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | $ 6,090 | $ 4,050 |
Aevitas [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 0 | 1 |
Avenue [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 1,000 | 0 |
Baergic[Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 3,290 | 0 |
Caelum [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 0 | 252 |
Checkpoint [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 0 | 1,000 |
Cellvation [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 0 | 1 |
Helocyte [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | 450 | 1,521 |
Mustang [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Research and Development Total | $ 1,350 | $ 1,275 |
Licenses Acquired - Additional
Licenses Acquired - Additional Information (Detail) | Dec. 17, 2019USD ($)Milestoneagreement$ / sharesshares | Aug. 23, 2019USD ($) | Feb. 11, 2019USD ($) | Aug. 02, 2018USD ($) | Jul. 03, 2018$ / sharesshares | Jan. 03, 2018USD ($) | Nov. 30, 2017USD ($) | Nov. 20, 2017USD ($) | Jul. 03, 2017USD ($) | May 31, 2017USD ($) | Apr. 25, 2017USD ($) | Mar. 17, 2017USD ($) | Oct. 15, 2015USD ($) | Sep. 30, 2015USD ($)shares | May 11, 2015USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Nov. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Oct. 31, 2016USD ($)shares | May 31, 2016USD ($) | Apr. 30, 2015USD ($) | Apr. 28, 2015USD ($) | Mar. 31, 2015USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2019USD ($)installment | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Total consideration | $ 2,400,000 | $ 1,200,000 | ||||||||||||||||||||||||||
Research and Development in Process | 6,090,000 | 4,050,000 | ||||||||||||||||||||||||||
Payments for Fees | $ 100,000 | $ 2,100,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 136,830 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 600,000 | 500,000 | ||||||||||||||||||||||||||
Research and Development Expense | 81,326,000 | 87,383,000 | ||||||||||||||||||||||||||
Share Price | $ / shares | $ 3.04 | |||||||||||||||||||||||||||
Payment of Upfront Fees | 1,000,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 13,100,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 164,473 | |||||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 34,921,000 | 23,376,000 | ||||||||||||||||||||||||||
Cost, Maintenance | 50,000 | 25,000 | ||||||||||||||||||||||||||
Dana Farber Cancer Institute [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Annual Maintenance Fee Payable | 50,000 | |||||||||||||||||||||||||||
Collaborative Agreements with TGTX [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payments for Fees | $ 1,000,000 | 500,000 | ||||||||||||||||||||||||||
NeuPharma [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | $ 1,000,000 | |||||||||||||||||||||||||||
NeuPharma [Member] | Collaborative Agreements with TGTX [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payments for Fees | 1,600,000 | 3,000,000 | ||||||||||||||||||||||||||
NeuPharma [Member] | Development Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 40,000,000 | |||||||||||||||||||||||||||
NeuPharma [Member] | Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 40,000,000 | |||||||||||||||||||||||||||
NeuPharma [Member] | Regulatory Approvals To Commercialize Products [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 22,500,000 | |||||||||||||||||||||||||||
City of Hope (COH) [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment of Upfront Fees | $ 2,000,000 | |||||||||||||||||||||||||||
UCLA MB-105 [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 14,300,000 | |||||||||||||||||||||||||||
Tamid [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | $ 0 | ||||||||||||||||||||||||||
Dana Farber Cancer Institute [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.065 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 500,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 32,500 | |||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | |||||||||||||||||||||||||||
Dana Farber Cancer Institute [Member] | First Commercial Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 21,500,000 | |||||||||||||||||||||||||||
Dana Farber Cancer Institute [Member] | Additional Sales Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 60,000,000 | |||||||||||||||||||||||||||
Mustang Bio, Inc [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Royalty Guarantees, Commitments, Amount | $ 1,000,000 | |||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | |||||||||||||||||||||||||||
Annual Maintenance Fee Payable | $ 1,000,000 | |||||||||||||||||||||||||||
Mustang Bio, Inc [Member] | Agreement With City Of Hope [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment of Upfront Fees | $ 300,000 | |||||||||||||||||||||||||||
Mustang Bio, Inc [Member] | Financial Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||||||||||||||||
Additional Minimum Annual Royalty Payable | 2,000,000 | |||||||||||||||||||||||||||
Cellvation Inc [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment of Upfront Fees | 0 | 1,000 | ||||||||||||||||||||||||||
Teva Pharmaceutical Industries Ltd [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payments for Fees | $ 500,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 87,200,000 | |||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | |||||||||||||||||||||||||||
Payment Of Upfront Licensing Fee | $ 2,000,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Milestone Method Revenue Additional Payments Eligible To Receive | 89,000,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | Regulatory Approvals To Commercialize Products [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 59,500,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | Completion Of Three Clinical Development Milestones For Two Licensed Products [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 25,500,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | Five Regulatory Approvals And First Commercial Sales [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 61,700,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | Three Sales Milestones Based On Aggregate Net Sales [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 89,000,000 | |||||||||||||||||||||||||||
Jubilant Biosys Ltd [Member] | Clinical Development And Regulatory Milestones [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 89,000,000 | |||||||||||||||||||||||||||
Columbia University [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment of Upfront Fees | 300,000 | |||||||||||||||||||||||||||
Columbia University [Member] | Maximum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 5,500,000 | |||||||||||||||||||||||||||
Adimab, LLC Collaboration Agreement | Regulatory Approvals To Commercialize Products [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 4,800,000 | |||||||||||||||||||||||||||
Adimab, LLC Collaboration Agreement | Clinical Development And Regulatory Milestones [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 7,100,000 | |||||||||||||||||||||||||||
License Agreement with NICHD | Cyprium [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development Expense | 0 | 0 | ||||||||||||||||||||||||||
Payment of Upfront Fees | $ 100,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 15,000,000 | |||||||||||||||||||||||||||
License Agreement with NICHD | Cyprium [Member] | First Commercial Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 1,000,000 | |||||||||||||||||||||||||||
License Agreement with NICHD | Cyprium [Member] | Clinical Development And Regulatory Milestones [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 1,700,000 | |||||||||||||||||||||||||||
License Agreement with NICHD | Cyprium [Member] | Minimum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Sales royalties (as a percent) | 15.00% | |||||||||||||||||||||||||||
License Agreement with NICHD | Cyprium [Member] | Maximum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Sales royalties (as a percent) | 20.00% | |||||||||||||||||||||||||||
Spacer License with City of Hope | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 0 | ||||||||||||||||||||||||||
IV Tramadol [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment Of Upfront Licensing Fee | 3,000,000 | |||||||||||||||||||||||||||
Baergic[Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Number of license agreement | agreement | 2 | |||||||||||||||||||||||||||
AZ License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment of Upfront Fees | $ 75,000,000 | |||||||||||||||||||||||||||
Cincinnati License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment Of Upfront Licensing Fee | $ 6,500,000 | |||||||||||||||||||||||||||
Pentameter [Member] | City of Hope (COH) [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Minimum Annual Royalty Payable | $ 750,000 | |||||||||||||||||||||||||||
Pentameter [Member] | City of Hope (COH) [Member] | Development Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 5,500,000 | |||||||||||||||||||||||||||
Pentameter [Member] | City of Hope (COH) [Member] | Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 26,000,000 | |||||||||||||||||||||||||||
Royalty [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 100,000 | 400,000 | ||||||||||||||||||||||||||
Checkpoint [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 1,000,000 | ||||||||||||||||||||||||||
Checkpoint [Member] | Collaborative Agreements with TGTX [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 9,400,000 | |||||||||||||||||||||||||||
Checkpoint [Member] | First Commercial Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 28,600,000 | |||||||||||||||||||||||||||
Checkpoint [Member] | Additional Sales Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 60,000,000 | |||||||||||||||||||||||||||
Checkpoint [Member] | Regulatory Filings And Commercial Sales In Specified Territories [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 19,200,000 | |||||||||||||||||||||||||||
Mustang [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 1,350,000 | 1,275,000 | ||||||||||||||||||||||||||
Mustang [Member] | Financial Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 200,000 | |||||||||||||||||||||||||||
Mustang [Member] | Nationwide Children's Hospital License Agreement (MB-108) | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payments for Fees | 200,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 152,800,000 | |||||||||||||||||||||||||||
Mustang [Member] | CSL Behring Licence MB-107 | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development Expense | 200,000 | |||||||||||||||||||||||||||
Payment of Upfront Fees | $ 200,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 1,200,000 | |||||||||||||||||||||||||||
Helocyte [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 450,000 | 1,521,000 | ||||||||||||||||||||||||||
Payments For Research And Development Expenses | 0 | 1,500,000 | ||||||||||||||||||||||||||
Helocyte [Member] | License Agreement with NIAD | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 500,000 | 0 | ||||||||||||||||||||||||||
Payment of Upfront Fees | 500,000 | |||||||||||||||||||||||||||
Minimum Annual Royalty Payable | 55,000 | |||||||||||||||||||||||||||
Additional Minimum Annual Royalty Payable | $ 1,050,000 | |||||||||||||||||||||||||||
Payment Of Upfront Fees, Number Of Installments | installment | 3 | |||||||||||||||||||||||||||
Helocyte [Member] | Triplex [Member] | Development Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 26,000,000 | |||||||||||||||||||||||||||
Helocyte [Member] | Triplex [Member] | Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 3,700,000 | |||||||||||||||||||||||||||
Helocyte [Member] | Triplex [Member] | Financial Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 7,500,000 | |||||||||||||||||||||||||||
Caelum [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | $ 0 | 252,000 | ||||||||||||||||||||||||||
Licensing Agreements [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Total consideration | $ 45,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Dana Farber Cancer Institute [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 1,000,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cellvation Inc [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 500,000 | |||||||||||||||||||||||||||
Payment of Upfront Fees | $ 300,000 | |||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cellvation Inc [Member] | Development Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 6,200,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cellvation Inc [Member] | Sale Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 6,000,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cellvation Inc [Member] | Minimum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Additional Minimum Annual Royalty Payable | 50,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cellvation Inc [Member] | Maximum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Additional Minimum Annual Royalty Payable | 200,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | IV Tramadol [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payments for Fees | $ 3,000,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | AZ License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 2,492,192 | |||||||||||||||||||||||||||
Percentage of common shares issued (in percent) | 19.95% | |||||||||||||||||||||||||||
Payment of Upfront Fees | $ 3,000,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 130,000,000 | |||||||||||||||||||||||||||
Number of net sales milestones | Milestone | 3 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | AZ License [Member] | Valuation Technique, Discounted Cash Flow [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Percentage of lack of marketability | 44.60% | |||||||||||||||||||||||||||
Percentage of weighted average cost of capital | 20.50% | |||||||||||||||||||||||||||
Net of debt in per share | $ / shares | $ 0.029 | |||||||||||||||||||||||||||
Amount of net of debt utilized | $ 100,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | AZ License [Member] | Maximum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Issuance of anti-dilution protection of shares | $ 75,000,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cincinnati License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 624,922 | |||||||||||||||||||||||||||
Percentage of common shares issued (in percent) | 5.00% | |||||||||||||||||||||||||||
Payment of Upfront Fees | $ 200,000 | |||||||||||||||||||||||||||
Reimbursement of past patent expenses | 30,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 21,000,000 | |||||||||||||||||||||||||||
Number of net sales milestones | Milestone | 4 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cincinnati License [Member] | Valuation Technique, Discounted Cash Flow [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Percentage of lack of marketability | 44.60% | |||||||||||||||||||||||||||
Percentage of weighted average cost of capital | 20.50% | |||||||||||||||||||||||||||
Net of debt in per share | $ / shares | $ 0.029 | |||||||||||||||||||||||||||
Amount of net of debt utilized | $ 100,000 | |||||||||||||||||||||||||||
Licensing Agreements [Member] | Cincinnati License [Member] | Maximum | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Issuance of anti-dilution protection of shares | $ 15,000,000 | |||||||||||||||||||||||||||
Secondary License [Member] | Cellvation Inc [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Payment of Upfront Fees | 50,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 300,000 | |||||||||||||||||||||||||||
Second TBI License [Member] | Cellvation Inc [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Minimum Annual Royalty Payable | $ 100,000 | |||||||||||||||||||||||||||
AR CD123 License [Member] | City of Hope (COH) [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 300,000 | 0 | ||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||||||||||||||||
AR IL-13 License [Member] | City of Hope (COH) [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||||||||||||||||
HER2 Technology License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 200,000 | ||||||||||||||||||||||||||
Payment of Upfront Fees | $ 600,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,900,000 | |||||||||||||||||||||||||||
Annual Maintenance Fee Payable | 50,000 | |||||||||||||||||||||||||||
CS1 License [Member] | Mustang [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 200,000 | 0 | ||||||||||||||||||||||||||
Payment of Upfront Fees | $ 600,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,900,000 | |||||||||||||||||||||||||||
Annual Maintenance Fee Payable | 50,000 | |||||||||||||||||||||||||||
PSCA [Member] | Mustang [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 200,000 | 0 | ||||||||||||||||||||||||||
Payment of Upfront Fees | 300,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,900,000 | |||||||||||||||||||||||||||
Annual Maintenance Fee Payable | $ 50,000 | |||||||||||||||||||||||||||
University of California [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 300,000 | 0 | ||||||||||||||||||||||||||
Fred Hutchinson Cancer Research Center License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 0 | ||||||||||||||||||||||||||
Payment of Upfront Fees | 300,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 39,100,000 | |||||||||||||||||||||||||||
Annual Maintenance Fee Payable | $ 50,000 | |||||||||||||||||||||||||||
Harvard College License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 0 | ||||||||||||||||||||||||||
Revenue Recognition, Sales and Marketing Milestone Method Payments Due | 16,700,000 | |||||||||||||||||||||||||||
CITY OF HOPE IV ICV License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 0 | ||||||||||||||||||||||||||
Payment of Upfront Fees | $ 100,000 | |||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 100,000 | |||||||||||||||||||||||||||
CITY OF HOPE IV ICV License [Member] | Mustang [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | $ 200,000 | |||||||||||||||||||||||||||
City of Hope MB-101 (IL13R2 CAR T for Glioblastoma) [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | 0 | ||||||||||||||||||||||||||
Manufacturing License [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Total consideration | $ 75,000 | |||||||||||||||||||||||||||
Research and Development in Process | 100,000 | |||||||||||||||||||||||||||
St Jude Childrens Research Hospital [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Research and Development in Process | 0 | $ 1,000,000 | ||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 13,500,000 | |||||||||||||||||||||||||||
Additional Annual License fee | 100,000 | |||||||||||||||||||||||||||
Annual license fee | $ 1,000,000 | |||||||||||||||||||||||||||
Anti - GTR License [Member] | Checkpoint [Member] | Collaborative Agreements with TGTX [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 21,500,000 | |||||||||||||||||||||||||||
Anti - GTR License [Member] | Checkpoint [Member] | Clinical Development Milestone [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | 7,000,000 | |||||||||||||||||||||||||||
Anti - GTR License [Member] | Checkpoint [Member] | Commercial Sales In Specified Territories [Member] | ||||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 14,500,000 |
Licenses Acquired - Mustang exp
Licenses Acquired - Mustang expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | $ 6,090 | $ 4,050 |
Mustang [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 1,350 | 1,275 |
Mustang [Member] | City of Hope (COH) - CD123 (MB-102) [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 250 | 0 |
Mustang [Member] | CSI City of Hope Milestone (MB-104) [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 200 | 0 |
Mustang [Member] | City Of Hope MB-105 [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 200 | 0 |
Mustang [Member] | CSL Behring MB-107 [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 200 | 0 |
Mustang [Member] | UCLA MB-105 [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 300 | 0 |
Mustang [Member] | City Of Hope Mb 103 [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 0 | 200 |
Mustang [Member] | XSCID License St Judes [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 0 | 1,000 |
Mustang [Member] | Manufacturing License [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | 0 | 75 |
Mustang [Member] | Nationwide Children's Hospital - C134 [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Total licenses acquired expense | $ 200 | $ 0 |
Sponsored Research and Clinic_3
Sponsored Research and Clinical Trial Agreements - Summary of Mustang's expense related to its sponsored research agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development in Process | $ 6,090 | $ 4,050 |
Mustang [Member] | ||
Research and Development in Process | 1,350 | 1,275 |
Mustang [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 6,143 | 5,719 |
Mustang [Member] | City of Hope CAR T development (multiple programs) [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 2,000 | 2,000 |
Mustang [Member] | City of Hope MB-102 (CD123 CAR T for AML) [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 1,202 | 835 |
Mustang [Member] | City of Hope MB-101 (IL13R2 CAR T for Glioblastoma) [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 876 | 1,056 |
Mustang [Member] | City of Hope Manufacturing License [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 457 | 458 |
Mustang [Member] | Fred Hutch MB-106 (CD20 CAR T for GBM & Metastatic Breast Cancer to Brain) [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 762 | 1,301 |
Mustang [Member] | St. Jude's XSCID [Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | 777 | |
Mustang [Member] | Beth Israel Deaconess Medical Center - CRISPR (multiple programs)[Member] | Research and clinical trial agreements [Member] | ||
Research and Development in Process | $ 69 | $ 69 |
Sponsored Research and Clinic_4
Sponsored Research and Clinical Trial Agreements - Additional Information (Details) - USD ($) | Mar. 12, 2018 | Mar. 12, 2018 | Jan. 03, 2018 | Nov. 30, 2017 | Nov. 28, 2017 | Jul. 03, 2017 | Feb. 17, 2017 | Mar. 31, 2015 | Dec. 31, 2019 | Jun. 30, 2017 | Feb. 17, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2016 |
Research and Development Expense | $ 81,326,000 | $ 87,383,000 | ||||||||||||
Sponsor Research Agreement Funding Commitment | $ 900,000 | $ 2,300,000 | ||||||||||||
Research and Development Expense (Excluding Acquired in Process Cost) | 75,236,000 | 83,333,000 | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | $ 100,000 | |||||||||||||
Payment of Upfront Fees | 1,000,000 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | 14,500,000 | |||||||||||||
Research and Development Arrangement, Contract to Perform for Others, Description and Terms | 2 years | |||||||||||||
Umass Sponsored Research Agreement [Member] | ||||||||||||||
Research and Development Expense | 800,000 | |||||||||||||
Payments For Research And Development Expenses | 800,000 | |||||||||||||
Sponsor Research Agreement Funding Commitment | $ 0 | 0 | 800,000 | |||||||||||
UPenn Sponsored Research Agreement [Member] | ||||||||||||||
Research and Development Expense | 2,000,000 | |||||||||||||
Payments For Research And Development Expenses | 300,000 | |||||||||||||
Sponsor Research Agreement Funding Commitment | 1,100,000 | 1,100,000 | 500,000 | |||||||||||
Sponsored Research Agreement [Member] | ||||||||||||||
Research and Development Expense (Excluding Acquired in Process Cost) | 100,000 | 0 | ||||||||||||
Checkpoint [Member] | ||||||||||||||
Reimbursement Of Cost Recognized As Revenue | 0 | 35,000 | ||||||||||||
AR CD123 License [Member] | ||||||||||||||
Revenue Recognition Milestone Method Payments Due Over Three Years | $ 200,000 | |||||||||||||
Caelum [Member] | ||||||||||||||
Payments For Research And Development Expenses | 100,000 | |||||||||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | $ 100,000 | |||||||||||||
Cellvation [Member] | ||||||||||||||
Research and Development Expense | 300,000 | |||||||||||||
Payments For Research And Development Expenses | 100,000 | |||||||||||||
Research And Development Expense Payable Milestone Payment | $ 800,000 | |||||||||||||
Helocyte Inc [Member] | ||||||||||||||
Payments For Research And Development Expenses | 0 | 100,000 | ||||||||||||
Payment of Upfront | $ 1,500,000 | |||||||||||||
Pentamer [Member] | ||||||||||||||
Payments For Research And Development Expenses | 0 | 1,300,000 | ||||||||||||
City of Hope (COH) [Member] | ||||||||||||||
Research and Development Expense | 500,000 | 500,000 | ||||||||||||
City of Hope (COH) [Member] | AR CD123 License [Member] | ||||||||||||||
Research and Development Expense | 1,200,000 | 800,000 | ||||||||||||
Payment of Upfront Fees | 20,000 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | 100,000 | |||||||||||||
Mustang [Member] | ||||||||||||||
Research and Development Expense | 2,000,000 | 2,000,000 | ||||||||||||
Mustang [Member] | COH [Member] | ||||||||||||||
Amount payable for research | $ 2,000,000 | |||||||||||||
Mustang Bio, Inc [Member] | ||||||||||||||
Research and Development Expense | 800,000 | 1,300,000 | ||||||||||||
Research And Development Expense Payable Milestone Payment | 200,000 | $ 200,000 | ||||||||||||
Payment of Upfront Fees | $ 9,300 | |||||||||||||
Revenue Recognition Milestone Method Payments Due | $ 100,000 | |||||||||||||
Mustang Bio, Inc [Member] | AR IL-13 License [Member] | ||||||||||||||
Research and Development Expense | 900,000 | 1,100,000 | ||||||||||||
Mustang Bio, Inc [Member] | CD20 Technology License [Member] | ||||||||||||||
Payment of Upfront Fees | $ 5,300,000 | |||||||||||||
Mustang Bio, Inc [Member] | Beth Israel Deaconess Medical Center - CRISPR (multiple programs)[Member] | ||||||||||||||
Research and Development Expense | 100,000 | 100,000 | ||||||||||||
Payment of Upfront Fees | $ 800,000 | |||||||||||||
Mustang Bio, Inc [Member] | S Agreement with St. Jude | ||||||||||||||
Research and Development Expense | 800,000 | |||||||||||||
Payment of Upfront Fees | $ 800,000 | |||||||||||||
Tamid [Member] | ||||||||||||||
Research and Development Expense | $ 0 | $ 700,000 | ||||||||||||
Research and development payments due | $ 800,000 |
Intangibles - Summary Of The JM
Intangibles - Summary Of The JMC Intangible Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net intangible assets | $ 7,377 | $ 1,417 |
Journey Medical Corporation [Member] | ||
Finite-Lived Intangible Assets, Gross | 9,934 | 2,800 |
Accumulated amortization | (2,557) | (1,383) |
Net intangible assets | 7,377 | 1,417 |
Ximino | ||
Net intangible assets | 7,100 | |
Intangible assets - purchases | ||
Finite-Lived Intangible Assets, Gross | $ 9,934 | $ 2,800 |
Intangible assets - purchases | Minimum | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Intangible assets - purchases | Maximum | ||
Finite-Lived Intangible Asset, Useful Life | 7 years |
Intangibles - Cost Of Goods Sol
Intangibles - Cost Of Goods Sold (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance at January 1, 2019 | $ 1,417 | |
Ending balance at September 30, 2019 | 7,377 | $ 1,417 |
Journey Medical Corporation [Member] | ||
Beginning balance at January 1, 2019 | 1,417 | 883 |
Purchase of Ximino | 7,134 | 1,200 |
Amortization expense | (1,174) | (666) |
Ending balance at September 30, 2019 | $ 7,377 | $ 1,417 |
Intangibles, net - Amortization
Intangibles, net - Amortization Of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 7,377 | $ 1,417 | |
Journey Medical Corporation [Member] | |||
December 31, 2020 | 1,419 | ||
December 31, 2021 | 1,286 | ||
December 31, 2022 | 1,019 | ||
December 31, 2023 | 1,019 | ||
December 31, 2024 | 1,019 | ||
Thereafter | 1,615 | ||
Total | 7,377 | $ 1,417 | $ 883 |
Ximino | Journey Medical Corporation [Member] | |||
December 31, 2020 | 1,019 | ||
December 31, 2021 | 1,019 | ||
December 31, 2022 | 1,019 | ||
December 31, 2023 | 1,019 | ||
December 31, 2024 | 1,019 | ||
Thereafter | 1,615 | ||
Total | 6,710 | ||
Exelderm | Journey Medical Corporation [Member] | |||
December 31, 2020 | 400 | ||
December 31, 2021 | 267 | ||
December 31, 2022 | 0 | ||
Total | $ 667 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) | Jul. 22, 2019 | Jan. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Intangible asset, net | $ 7,377,000 | $ 1,417,000 | ||||
Purchase of intangible asset | 2,400,000 | 1,200,000 | ||||
Journey Medical Corporation [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Intangible asset, net | 7,377,000 | $ 1,417,000 | $ 883,000 | |||
Journey Medical Corporation [Member] | Luxamend [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Purchase of intangible asset | $ 50,000 | |||||
Journey Medical Corporation [Member] | Ceracade [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Purchase of intangible asset | $ 300,000 | |||||
Journey Medical Corporation [Member] | Targadox [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Purchase of intangible asset | $ 1,300,000 | |||||
Journey Medical Corporation [Member] | Exelderm | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Intangible asset, net | 667,000 | |||||
Ximino | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Total consideration | $ 9,400,000 | |||||
Upfront payment | $ 2,400,000 | |||||
Upfront payment period | 60 days | |||||
Intangible asset, net | $ 7,100,000 | |||||
Remaining payment due on second anniversary of execution | $ 7,000,000 | |||||
Initial discount for imputed interest | $ 2,300,000 |
Debt and Interest - Long-term d
Debt and Interest - Long-term debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt [Line Items] | ||
Total notes payable, long-term | $ 89,742 | $ 84,406 |
Less: Discount of notes payable | 5,086 | 4,903 |
Total notes payable | $ 84,656 | 79,503 |
Interest Rate | 2.50% | |
IDB Note [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 14,929 | 14,929 |
Interest Rate | 2.25% | |
2017 Subordinated Note Financing One [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 3,254 | 3,254 |
Interest Rate | 8.00% | |
2017 Subordinated Note Financing Two [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 13,893 | 13,893 |
Interest Rate | 8.00% | |
2017 Subordinated Note Financing Three [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 1,820 | 1,820 |
Interest Rate | 8.00% | |
2017 Subordinated Note Financing Four [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 3,018 | 3,018 |
Interest Rate | 8.00% | |
2017 Subordinated Note Financing Five [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 6,371 | 6,371 |
Interest Rate | 8.00% | |
Opus Credit Facility [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 9,000 | 9,500 |
Interest Rate | 12.00% | |
Caelum Convertible Note One [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | 1,000 | |
Interest Rate | 8.00% | |
Caelum Convertible Note Two [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | 6,800 | |
Interest Rate | 8.00% | |
Caelum Convertible Note Three [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | 2,114 | |
Interest Rate | 8.00% | |
Venture Notes One [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 6,517 | 6,517 |
Interest Rate | 8.00% | |
Venture Notes Two [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 15,190 | $ 15,190 |
Interest Rate | 8.00% | |
Mustang 2019 Venture Debt [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 15,750 | |
Interest Rate | 9.00% | |
LIBOR Rate [Member] | ||
Debt [Line Items] | ||
Interest Rate | 9.00% |
Debt and Interest - Schedule of
Debt and Interest - Schedule of Interest Expenses for Debt Arrangements (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt [Line Items] | ||
Interest | $ 8,528 | $ 7,921,000 |
Amortization of fees | 3,321 | 2,419 |
Interest and Debt Expense | 11,849 | 10,340 |
LOC Fees [Member] | ||
Debt [Line Items] | ||
Interest | 60 | 30 |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 60 | 30 |
IDB Note [Member] | ||
Debt [Line Items] | ||
Interest | 356 | 341 |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 356 | 341 |
2017 Subordinated Note [Member] | ||
Debt [Line Items] | ||
Interest | 4,220 | 4,217 |
Amortization of fees | 1,381 | 1,363 |
Interest and Debt Expense | 5,601 | 5,580 |
Opus Credit Facility [Member] | ||
Debt [Line Items] | ||
Interest | 1,113 | 1,141 |
Amortization of fees | 336 | 636 |
Interest and Debt Expense | 1,449 | 1,777 |
Venture Notes One [Member] | ||
Debt [Line Items] | ||
Interest | 1,737 | 1,364 |
Amortization of fees | 639 | 420 |
Interest and Debt Expense | 2,376 | 1,784 |
Helocyte Convertible Note [Member] | ||
Debt [Line Items] | ||
Interest | 94 | |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 0 | 94 |
Mustang 2019 Venture Debt [Member] | ||
Debt [Line Items] | ||
Interest | 1,042 | 0 |
Amortization of fees | 710 | 0 |
Interest and Debt Expense | 1,752 | |
Caelum Convertible Note [Member] | ||
Debt [Line Items] | ||
Interest | 787 | |
Amortization of fees | 0 | 0 |
Interest and Debt Expense | 0 | 787 |
Falk CSR [Member] | ||
Debt [Line Items] | ||
Interest | 0 | |
Amortization of fees | 255 | 0 |
Interest and Debt Expense | 255 | |
Other [Member] | ||
Debt [Line Items] | ||
Interest | (53) | |
Amortization of fees | 0 | |
Interest and Debt Expense | $ 0 | $ (53) |
Debt and Interest- Additional I
Debt and Interest- Additional Information (Detail) | Jul. 18, 2019USD ($)$ / sharesshares | Jul. 03, 2018shares | Sep. 30, 2017USD ($)$ / sharesshares | Aug. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | May 01, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Sep. 14, 2016USD ($) | Mar. 29, 2019USD ($)Dinstallment$ / sharesshares | Jan. 31, 2019USD ($)shares | Mar. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2016 | Feb. 13, 2014USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2017USD ($) |
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.47 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||||||||||||||||||
Long-term Debt | $ 89,742,000 | $ 84,406,000 | ||||||||||||||||||
Notes Payable | 84,656,000 | 79,503,000 | ||||||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||||||
Fair Value Adjustment of Warrants | 27,000 | 682,000 | ||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (a) a discount to the price per share being paid in the Sale of Helocyte equal to 33% or (b) a conversion price per share based on a pre-sale valuation of $50.0 million divided by the fully-diluted common stock of Helocyte immediately prior to the Sale of Helocyte (excluding the notes). | |||||||||||||||||||
Class Of Warrant Or Right Value Of Securities Called By Warrants Or Rights | $ 1,500,000 | |||||||||||||||||||
Legal Fees | $ 25,000,000 | |||||||||||||||||||
Common shares issued for Opus debt (in shares) | shares | 396,825 | |||||||||||||||||||
Common Shares Issued For Opus Debt, Issue Price | $ / shares | $ 1.26 | |||||||||||||||||||
Line Of Credit Facility, Prepayment Amount | $ 500,000 | |||||||||||||||||||
Proceeds from Convertible Debt | 15,000,000 | 0 | ||||||||||||||||||
Debt Instrument Maturity Period Extension Description | The Company may also use the proceeds to finance its subsidiaries. The notes mature 36 months from issuance, provided that during the first 24 months the Company may extend the maturity date by six months | |||||||||||||||||||
Debt Instrument Change in Periodic Interest Payment Description | Interest on the note is 8% payable quarterly during the first 24 months (or the first 30 months if the note is extended) and monthly during the last 12 months | |||||||||||||||||||
Common shares issued (in shares) | shares | 164,473 | |||||||||||||||||||
Amortization Payments, Installments | installment | 18 | |||||||||||||||||||
Number of Business Days Prior Written Notice | D | 10 | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | |||||||||||||||||||
Percent of Outstanding Loan Principal Amount for Calculation of Repayment Change | 4.00% | |||||||||||||||||||
Percentage Of Amortization Loan Date | 3.00% | |||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.00% | |||||||||||||||||||
Line of Credit Facility, Periodic Payment | $ 250,000 | |||||||||||||||||||
Line of Credit Facility, Periodic Payment, Principal | 750,000 | |||||||||||||||||||
Proceeds from Lines of Credit | $ 15,000,000 | |||||||||||||||||||
Accrued Interest Percentage | 5.00% | |||||||||||||||||||
Cash | 13,000,000 | |||||||||||||||||||
Percentage of Warrants Included in Debt | 5.00% | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 288,184 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.47 | |||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 900,000 | |||||||||||||||||||
Development Option and Stock Purchase Agreement [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 1,000,000 | 1,000,000 | ||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 21,700,000 | |||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,870,412 | |||||||||||||||||||
LOC Fees [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 1,100,000 | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Cash | 13,000,000 | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Cash | 8,000,000 | |||||||||||||||||||
Israel Discount Bank Of New York [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Current portion of note payable | $ 14,900,000 | $ 14,900,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 15,000,000 | |||||||||||||||||||
Idb Promissory Note Payable [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | |||||||||||||||||||
Debt Instrument, Face Amount | 15,000,000 | |||||||||||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | 100,000 | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 14,000,000 | |||||||||||||||||||
Opus Credit Facility [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10 | |||||||||||||||||||
Warrants and Rights Outstanding | $ 9,000,000 | $ 9,500,000 | ||||||||||||||||||
Maturity Date | Sep. 14, 2018 | |||||||||||||||||||
Horizon Technology Finance Corporation [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Legal Fees | 1,200,000 | |||||||||||||||||||
Line of Credit Facility, Commitment Fee Amount | 200,000 | |||||||||||||||||||
Reimbursement of Legal Fees | 30,000 | |||||||||||||||||||
NSC Debt [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | |||||||||||||||||||
Helocyte Convertible Note One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Fee Amount | $ 400,000 | |||||||||||||||||||
Class Of Warrant Or Right Value Of Securities Called By Warrants Or Rights | $ 400,000 | |||||||||||||||||||
Class Of Warrant Or Right Exercise Price Percentage Of Warrants Or Rights | 110.00% | |||||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 3,900,000 | |||||||||||||||||||
Helocyte Convertible Note One [Member] | Conversion One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (a) the lowest price per share at which equity securities of Helocyte are sold in such sale less a 33% discount and (b) a per share price based on a pre-offering valuation of $50.0 million divided by the number of common shares outstanding on a fully-diluted basis. | |||||||||||||||||||
Helocyte Convertible Note One [Member] | Maximum | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||||||||||||
Helocyte Convertible Note [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Legal Fees | $ 100,000 | |||||||||||||||||||
Helocyte Convertible Note [Member] | Conversion One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | the lowest price per share at which equity securities of Helocyte are sold in such sale less a 33% discount and (b) a per share price based on a pre-offering valuation of $50.0 million divided by the number of common shares outstanding on a fully-diluted basis. | |||||||||||||||||||
Helocyte Convertible Note [Member] | Conversion Two [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | a discount to the price per share being paid in the Sale of Helocyte equal to 33% or (b) a conversion price per share based on a pre-sale valuation of $50.0 million divided by the fully-diluted common stock of Helocyte immediately prior to the Sale of Helocyte (excluding the notes). | |||||||||||||||||||
Caelum Convertible Note [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||||||||||||||||
Class Of Warrant Or Right Exercise Price Percentage Of Warrants Or Rights | 110.00% | |||||||||||||||||||
Class of Warrant or Right Exercise Price Description | the exercise price will be $75 million dollars divided by the total number of fully-diluted shares of Common Stock outstanding immediately prior to exercise of the warrant, giving effect to the assumed conversion of all options, warrants, and convertible securities of the Company | |||||||||||||||||||
Debt Conversion, Description | The notes convert upon a qualified financing in which Caelum raises gross proceeds of at least $10 million as follows: the lesser of (a) a discount to the price per common share being paid in the Sale of the Company equal to 20% or (b) a conversion price per share based on a pre-sale valuation of $75,000,000 divided by the number of common shares outstanding at that time assuming the hypothetical conversion or exercise of any convertible securities, options, warrants and other rights to acquire common shares of the Company | |||||||||||||||||||
Percentage Of Placement Agent Fee | 10.00% | |||||||||||||||||||
Debt Instrument Issuance Percentage of Commission | 10.00% | |||||||||||||||||||
Proceeds from Convertible Debt | $ 9,900,000 | |||||||||||||||||||
Payments of Financing Costs | 900,000 | |||||||||||||||||||
NSC 2017 Note [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 3,250,000 | $ 3,250,000 | ||||||||||||||||||
Debt Instrument, Maturity Date, Description | Each Note is due on the third anniversary of its issuance, provided that the Company may extend the maturity date for two one-year periods in its sole discretion. | |||||||||||||||||||
Paid-in-kind Interest Percentage | 7.00% | 7.00% | ||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||||
Percentage Of Placement Agent Fee | 10.00% | |||||||||||||||||||
Warrant on Sale Price of Note Percentage | 10.00% | 10.00% | ||||||||||||||||||
NSC 2017 Note [Member] | First Closing [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 87,946 | 87,946 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.70 | $ 3.70 | ||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 3,200,000 | |||||||||||||||||||
Proceeds from Fees Received | $ 300,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.70 | $ 3.70 | ||||||||||||||||||
NSC 2017 Note [Member] | Secoud Closing [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 234,438 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.65 | |||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 8,600,000 | |||||||||||||||||||
Proceeds from Fees Received | $ 900,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.65 | |||||||||||||||||||
NSC 2017 Note [Member] | Third Closing [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 147,806 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.61 | |||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 5,300,000 | |||||||||||||||||||
Proceeds from Fees Received | $ 500,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.61 | |||||||||||||||||||
NSC 2017 Note [Member] | Fourth Closing [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 38,315 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.75 | |||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 1,800,000 | |||||||||||||||||||
Proceeds from Fees Received | $ 200,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.75 | |||||||||||||||||||
NSC 2017 Note [Member] | Fifth Closing [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 63,526 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.75 | |||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 3,000,000 | |||||||||||||||||||
Proceeds from Fees Received | $ 300,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.75 | |||||||||||||||||||
NSC 2017 Note [Member] | Sixth Closing [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 144,149 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.42 | |||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 6,400,000 | |||||||||||||||||||
Proceeds from Fees Received | $ 600,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.42 | |||||||||||||||||||
NSC 2017 Note [Member] | Maximum | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000,000 | $ 40,000,000 | ||||||||||||||||||
Venture Notes One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||
Long-term Debt | $ 6,517,000 | 6,517,000 | ||||||||||||||||||
DOSPA [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 9,900,000 | |||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 30,000,000 | |||||||||||||||||||
Sale of Stock Percentage of Shares Transferred on Transaction | 19.90% | |||||||||||||||||||
Mustang Two Thousand Nineteen Venture Debt [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 15,000,000 | |||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 20,000,000 | |||||||||||||||||||
Line Of Credit Facility, Prepayment Amount | $ 5,000,000 | |||||||||||||||||||
LIBOR Rate [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 9.00% | |||||||||||||||||||
N S C [Member] | Venture Notes One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Warrant on Sale Price of Note Percentage | 25.00% | |||||||||||||||||||
Payments of Financing Costs | $ 1,700,000 | |||||||||||||||||||
Class Of Warrant Or Right Expiration Period | 10 years | |||||||||||||||||||
Aevitas Therapeutics Inc [Member] | Venture Notes One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 3,800,000 | |||||||||||||||||||
Tamid Bio Inc [Member] | Venture Notes One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | 1,600,000 | |||||||||||||||||||
Cellvation [Member] | Venture Notes One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | 2,200,000 | |||||||||||||||||||
Cyprium [Member] | Venture Notes One [Member] | ||||||||||||||||||||
Debt [Line Items] | ||||||||||||||||||||
Cash proceeds from 2008 Senior Convertible Notes | $ 2,000,000 |
Accrued Liabilities and other_3
Accrued Liabilities and other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued expenses: | ||
Professional fees | $ 1,153 | $ 1,434 |
Salaries, bonuses and related benefits | 6,683 | 5,843 |
Research and development | 4,215 | 3,805 |
Research and development - manufacturing | 1,017 | 826 |
Research and development - clinical supplies | 0 | 160 |
Research and development - license maintenance fees | 361 | 519 |
Research and development - milestones | 0 | 200 |
Dr. Falk Pharma milestone | 0 | 300 |
Accrued royalties payable | 2,320 | 1,108 |
Accrued coupon expense | 3,542 | 838 |
Other | 6,108 | 1,327 |
Total accrued expenses | 25,399 | 16,360 |
Other long-term liabilities: | ||
Deferred rent and long-term lease abandonment charge | 2,136 | 5,211 |
Long-term note payable | 77,436 | 60,425 |
Total other long-term liabilities | 7,126 | 5,211 |
Ximino | ||
Other long-term liabilities: | ||
Long-term note payable | $ 4,990 | $ 0 |
Accrued Liabilities and other_4
Accrued Liabilities and other Long-Term Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | ||
Long-term note payable | $ 77,436 | $ 60,425 |
Amortization of interest discount | $ 3,321 | 2,419 |
Ximino | ||
Schedule Accrued Expenses And Other Long-Term Liabilities [Line Items] | ||
Effective interest rate used to calculated imputed interest discount (in percent) | 11.96% | |
Period of effective interest rate considered for calculation of imputed interest discount (in years) | 5 years | |
Initial discount for imputed interest | $ 2,300 | |
Long-term note payable | 4,990 | $ 0 |
Amortization of interest discount | $ 300 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ 108,017 | $ 75,680 |
Net loss attributable to non-controlling interests | (61,700) | (57,789) |
Non-controlling interests in consolidated entities | 46,317 | 17,891 |
Aevitas [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | (1,249) | (474) |
Net loss attributable to non-controlling interests | (694) | (606) |
Non-controlling interests in consolidated entities | $ (1,943) | $ (1,080) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 35.80% | 36.10% |
Avenue [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ 24,269 | $ 13,326 |
Net loss attributable to non-controlling interests | (19,011) | (13,735) |
Non-controlling interests in consolidated entities | $ 5,258 | $ (409) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 77.30% | 64.81% |
Caelum [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (2,436) | |
Net loss attributable to non-controlling interests | (2,413) | |
Non-controlling interests in consolidated entities | $ (4,849) | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 36.80% | |
Baergic[Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ 23 | |
Net loss attributable to non-controlling interests | (1,162) | |
Non-controlling interests in consolidated entities | $ (1,139) | |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 33.00% | |
Cellvation [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (732) | $ (457) |
Net loss attributable to non-controlling interests | (158) | (185) |
Non-controlling interests in consolidated entities | $ (890) | $ (642) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.60% | 21.10% |
Checkpoint [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ 29,389 | $ 31,648 |
Net loss attributable to non-controlling interests | (14,687) | (23,470) |
Non-controlling interests in consolidated entities | $ 14,702 | $ 8,178 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 78.00% | 69.30% |
Coronado SO [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (290) | $ (290) |
Net loss attributable to non-controlling interests | 0 | |
Non-controlling interests in consolidated entities | $ (290) | $ (290) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 13.00% | 13.00% |
Cyprium [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (320) | $ (210) |
Net loss attributable to non-controlling interests | (99) | (62) |
Non-controlling interests in consolidated entities | $ (419) | $ (272) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.60% | 10.80% |
Helocyte [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (4,322) | $ (3,372) |
Net loss attributable to non-controlling interests | (402) | (684) |
Non-controlling interests in consolidated entities | $ (4,724) | $ (4,056) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.30% | 19.80% |
JMC [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (211) | $ (475) |
Net loss attributable to non-controlling interests | 325 | 245 |
Non-controlling interests in consolidated entities | $ 114 | $ (230) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 6.90% | 6.90% |
Mustang [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ 62,025 | $ 38,631 |
Net loss attributable to non-controlling interests | (25,727) | (16,628) |
Non-controlling interests in consolidated entities | $ 36,298 | $ 22,003 |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 70.30% | 60.50% |
Tamid [Member] | ||
Noncontrolling Interest [Line Items] | ||
NCI equity share | $ (565) | $ (211) |
Net loss attributable to non-controlling interests | (85) | (251) |
Non-controlling interests in consolidated entities | $ (650) | $ (462) |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 22.80% | 23.40% |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 18,293,739 | 17,682,146 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 849,186 | 886,682 |
Opus warrants to purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,880,000 | 1,880,000 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,179,680 | 1,085,502 |
Convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,038,251 | 1,000,000 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 12,625,144 | 11,174,113 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 721,478 | 1,655,849 |
Net Loss per Common Share - Add
Net Loss per Common Share - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,293,739 | 17,682,146 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,625,144 | 11,174,113 |
Stockholders' Equity - share ba
Stockholders' Equity - share based compensation activity (Detail) | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 13,750,535 |
Aevitas Therapeutics Inc 2018 Long Term Incentive Plan [Member] | Aevitas [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 1,702,000 |
Avenue Therapeutics, Inc. 2015 Stock Plan [Member] | Avenue [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 405,849 |
FBIO Acquisition Corp. III 2017 Incentive Plan | Baergic[Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 2,000,000 |
Cellvation Inc. 2016 Incentive Plan [Member] | Cellvation [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 300,000 |
Checkpoint Therapeutics, Inc. Amended and Restated 2015 Stock Plan [Member] | Checkpoint [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 5,000,000 |
Shares available | 1,465,805 |
Cyprium Therapeutics, Inc. 2017 Stock Plan [Member] | Cyprium [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 2,000,000 |
DiaVax Biosciences, Inc. 2015 Incentive Plan [Member] | Helocyte [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 341,667 |
Journey Medical Corporation 2015 Stock Plan [Member] | Journey [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 3,000,000 |
Shares available | 190,792 |
Mustang Bio, Inc. 2016 Incentive Plan [Member] | Mustang [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 5,000,000 |
Shares available | 1,931,015 |
FBIO Acquisition Corp. V 2017 Incentive Plan [Member] | Tamid [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Authorized | 2,000,000 |
Shares available | 1,600,000 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 13,188 | $ 15,012 |
Avenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 1,839 | 1,537 |
Checkpoint [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 3,121 | 1,994 |
Mustang [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 2,664 | 4,960 |
Other [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 252 | 488 |
Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 5,094 | 5,940 |
Non-Employee Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 121 | $ 93 |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 97 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of shares, Options vested and expected to vest | 1,285,501 | 1,310,501 | ||
Number of shares, Forfeited | (25,000) | |||
Number of shares, Options exercised | 125,000 | |||
Number of shares, Options vested and expected to vest | 1,410,501 | 1,285,501 | 1,310,501 | |
Number of shares, Options Exercisable | 1,310,501 | |||
Weighted average exercise price, Forfeited | $ 4.75 | |||
Weighted Average Exercise Price, Options exercised | $ 1.18 | |||
Weighted average exercise price, Options vested and expected to vest | 4.30 | 3.75 | $ 3.78 | |
Weighted average exercise price, Options vested and exercisable | $ 4.54 | |||
Weighted average exercise price, Options outstanding | $ 4.30 | $ 3.75 | $ 3.78 | $ 4.30 |
Total Weighted average intrinsic value, Options vested and expected to vest | $ 1,351,080 | |||
Total Weighted average intrinsic value, Options vested and expected to vest | $ 684,752 | $ 1,351,080 | ||
Total weighted average intrinsic value, Options exercised | $ 173,750 | |||
Total weighted average intrinsic value, Exercisable | $ 545,752 | |||
Weighted average remaining contractual life (years), Options vested and expected to vest | 2 years 3 months 29 days | 2 years 11 months 5 days | 3 years 11 months 12 days | |
Weighted average remaining contractual life (years), Exercisable as of December 31, 2018 | 2 years 2 months 12 days | |||
Weighted average remaining contractual life (years), Options vested and exercisable | 2 years 2 months 12 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Restricted stock granted | 290,000 | 490,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Unvested balance | 12,645,982 | 11,874,034 |
Number of shares, Restricted stock granted | 1,546,408 | 1,721,802 |
Number of shares, Restricted stock vested | (220,000) | (213,334) |
Number of shares, Restricted stock units granted | 290,000 | 490,000 |
Number of shares, Restricted stock units forfeited | (474,478) | |
Number of shares Restricted stock units vested | (358,960) | (752,042) |
Sharebased Compensation Arrangement By Sharebased Payment Award Nonoption Equity Instruments Forfeited | 135,416 | |
Number of shares, Unvested balance | 13,768,014 | 12,645,982 |
Weighted average grant price, Unvested balance | $ 2.72 | $ 2.63 |
Weighted average grant price, Restricted stock granted | 0.88 | 3.81 |
Weighted average grant price, Restricted stock vested | 3.16 | 2.76 |
Weighted average grant price, Restricted stock units granted | 1.49 | 3.64 |
Weighted average grant price, Restricted stock units forfeited | 3.91 | 3.94 |
Weighted average grant price, Restricted stock units vested | 3.61 | 3.56 |
Weighted average grant price, Unvested balance | $ 2.46 | $ 2.72 |
Stockholders' Equity - Summariz
Stockholders' Equity - Summarizes Fortress warrant activities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares, Granted | 290,000 | 490,000 | |
Warrants [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares, Outstanding | 2,754,189 | 2,774,189 | |
Number of shares, Granted | 60,000 | ||
Number of shares, Forfeited | (73,009) | (20,000) | |
Number of shares, Outstanding | 2,741,180 | 2,754,189 | 2,774,189 |
Number of shares, Exercisable | 2,656,180 | ||
Weighted average exercise price, Outstanding | $ 3.28 | $ 3.30 | |
Weighted average exercise price, Granted | 1.92 | ||
Weighted average exercise price, Forfeited | 5.65 | 5.72 | |
Weighted average exercise price, Outstanding | 3.19 | $ 3.28 | $ 3.30 |
Weighted average exercise price, Exercisable | $ 3.22 | ||
Total weighted average intrinsic value, Outstanding | $ 2,204,530 | ||
Total weighted average intrinsic value, Granted | $ 39,000 | ||
Total weighted average intrinsic value, Outstanding | 111,000 | $ 2,204,530 | |
Total intrinsic value, Exercisable | $ 72,000 | ||
Weighted average remaining contractual life (years), Outstanding | 4 years 5 months 19 days | ||
Weighted average remaining contractual life, Granted (years) | 19 days | ||
Weighted average remaining contractual life, Exercisable (years) | 2 years 6 months 29 days | 3 years 5 months 27 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Feb. 11, 2019 | Jan. 01, 2019 | Jul. 03, 2018 | Apr. 05, 2018 | Jan. 01, 2018 | Nov. 30, 2017 | Sep. 30, 2015 | Nov. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2018 | Nov. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 16, 2019 | Jul. 23, 2019 | Mar. 29, 2019 | Jul. 13, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 15, 2017 | Oct. 26, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock Based compensation, authorized number of shares | 13,750,535 | |||||||||||||||||||||
Stock-based compensation | $ 13,188,000 | $ 15,012,000 | ||||||||||||||||||||
Stock-based compensation expense | $ 13,188,000 | $ 15,012,000 | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Share Price | $ 3.04 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.47 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 600,000 | $ 500,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 125,000 | |||||||||||||||||||||
Capital Units, Authorized | 100,000,000 | |||||||||||||||||||||
Proceeds from issuance of Common stock | $ 13,100,000 | |||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 11,900,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 7,700,000 | |||||||||||||||||||||
Share-based Compensation | $ 13,188,000 | $ 15,012,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 164,473 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 290,000 | 490,000 | ||||||||||||||||||||
Payments of Stock Issuance Costs | $ 41,400,000 | $ 578,000 | $ 0 | |||||||||||||||||||
Adjustments To Additional Paid In Capital At Market Offering Costs | $ 1,800,000 | |||||||||||||||||||||
Preferred Stock, Shares Outstanding | 1,341,167 | 1,000,000 | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 15,000,000 | 15,000,000 | ||||||||||||||||||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred Stock, Value, Issued | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Preferred Stock, Shares Issued | 1,341,167 | 1,000,000 | ||||||||||||||||||||
Dividends Payable, Amount Per Share | $ 0.5839375 | |||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | ||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 6,038,000 | $ 154,000 | ||||||||||||||||||||
Payments for Fees | $ 100,000 | $ 2,100,000 | ||||||||||||||||||||
Percentage of Placement of Agent Fee | 3.00% | 1.00% | ||||||||||||||||||||
Common Stock, Shares, Outstanding | 74,027,425 | 57,845,447 | ||||||||||||||||||||
Common Stock, Value, Issued | $ 74,000 | $ 58,000 | ||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 34,921,000 | $ 23,376,000 | ||||||||||||||||||||
Common Stock, Shares, Issued | 74,027,425 | 57,845,447 | ||||||||||||||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 812,000 | $ 0 | ||||||||||||||||||||
Common Stock Shares Available For Future Issuance Value | $ 38,300,000 | |||||||||||||||||||||
Long-term incentive plan [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Cash bonus | $ 500,000 | |||||||||||||||||||||
Employee Stock [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Employee Stock Purchase Plan to eligible employees, Reckoning fair value percentage during offering period | 85.00% | |||||||||||||||||||||
Common Stock issued in connection with the first ESPP offering | 454,515 | |||||||||||||||||||||
Stock-based compensation | $ 100,000 | $ 200,000 | ||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 545,485 | |||||||||||||||||||||
Plan 2013 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock Based compensation, authorized number of shares | 10,000,000 | |||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 2,300,000 | |||||||||||||||||||||
Plan 2007 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock Based compensation, authorized number of shares | 6,000,000 | |||||||||||||||||||||
Longterm Incentive Program [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock-based compensation expense | $ 1,400,000 | $ 1,300,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 600,000 | 2,300,000 | ||||||||||||||||||||
Capital Units, Authorized | 100,000,000 | |||||||||||||||||||||
Share-based Compensation | $ 1,400,000 | $ 1,300,000 | ||||||||||||||||||||
Plan 2017 and 2013 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock Based compensation, shares available for issuance | 16,000,000 | |||||||||||||||||||||
Plan 2007 And 2013 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock Based compensation, shares available for issuance | 2,249,465 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 25 | $ 25 | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | |||||||||||||||||||||
Preferred Stock, par value | $ 0.001 | |||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.375% | |||||||||||||||||||||
Dividends Payable, Amount Per Share | $ 0.299479 | $ 2.34375 | ||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | |||||||||||||||||||||
Issuance Of Preferred Stock For At Market Offering, In Shares | 39,292 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Common Stock issued in connection with the first ESPP offering | 98,007 | 110,856 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.88 | $ 2.50 | ||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | 11,798,468 | 2,914,410 | ||||||||||||||||||||
Adjustments To Additional Paid In Capital At Market Offering Costs | $ 300,000 | $ 300,000 | ||||||||||||||||||||
Common Stock [Member] | Market Offering [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of Common stock | $ 15,100,000 | $ 7,300,000 | ||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | 8,000,000 | 2,900,000 | ||||||||||||||||||||
Common Stock [Member] | 2019 At The Market Offering [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of Common stock | $ 5,600,000 | |||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | 3,800,000 | |||||||||||||||||||||
Average Price Per Share | $ 1.49 | |||||||||||||||||||||
Agents Commission, Percentage | 3.00% | |||||||||||||||||||||
Payments for Commissions | $ 200,000 | |||||||||||||||||||||
Preferred Stock [Member] | IPO [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 39,375 | |||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.375% | |||||||||||||||||||||
Average Price Per Share | $ 20 | |||||||||||||||||||||
Issuance Of Preferred Stock For Public Offering | 262,500 | |||||||||||||||||||||
Additional shares | 39,375 | |||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 6,000,000 | |||||||||||||||||||||
Preferred Stock [Member] | 2018 Preferred ATM | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9.375% | |||||||||||||||||||||
Issuance Of Preferred Stock For At Market Offering, In Shares | 39,292 | |||||||||||||||||||||
Proceeds From Issuance Of Preferred Stock, At The Market Offering | $ 800,000 | |||||||||||||||||||||
Average Price Per Share | $ 20.67 | |||||||||||||||||||||
Agents Commission, Percentage | 7.00% | |||||||||||||||||||||
Payments for Commissions | $ 24,000 | |||||||||||||||||||||
Senior Vice President [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 2,600,000 | $ 2,300,000 | ||||||||||||||||||||
Mustang Bio, Inc [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Common Stock Shares Available For Future Issuance Value | 20,900,000 | |||||||||||||||||||||
Marketable Securities | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||||
Mustang Bio, Inc [Member] | Common Stock [Member] | Market Offering [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of Common stock | $ 22,500,000 | |||||||||||||||||||||
Issuance of Common Stock for At the Market Offering in shares | 3,500,000 | |||||||||||||||||||||
Average Price Per Share | $ 6.42 | |||||||||||||||||||||
Agents Commission, Percentage | 3.00% | |||||||||||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 22,000,000 | |||||||||||||||||||||
Mustang Bio, Inc [Member] | Common Stock [Member] | IPO [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,031,250 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,875,000 | $ 31,600,000 | ||||||||||||||||||||
Average Price Per Share | $ 4 | |||||||||||||||||||||
Additional shares | 1,031,250 | |||||||||||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 29,500,000 | |||||||||||||||||||||
Checkpoint [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.35 | |||||||||||||||||||||
Proceeds from issuance of Common stock | $ 19,600,000 | $ 20,800,000 | $ 8,000,000 | $ 8,000,000 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 15,400,000 | 5,290,000 | 2,273,189 | 1,841,774 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 23,000,000 | |||||||||||||||||||||
Payments of Stock Issuance Costs | $ 2,200,000 | |||||||||||||||||||||
Maximum Authorized Amount Of Shares To Be Sold | $ 100,000,000 | $ 100,000,000 | ||||||||||||||||||||
Average Price Per Share | $ 1.27 | $ 3.52 | $ 4.33 | |||||||||||||||||||
Proceeds From Issuance Of Common Stock Net of Issuance Costs | $ 17,600,000 | $ 7,800,000 | $ 7,700,000 | |||||||||||||||||||
Underwriting Discounts And Offering Expenses | $ 2,000,000 | |||||||||||||||||||||
Dr Rosenwald [Member] | Longterm Incentive Program [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 648,204 | 586,429 | ||||||||||||||||||||
Research and Development Expense [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock-based compensation | 2,800,000 | 5,300,000 | ||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock-based compensation | 10,400,000 | 9,700,000 | ||||||||||||||||||||
Restricted Stock Awards and Restricted Stock Units | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock-based compensation | $ 11,500,000 | $ 13,900,000 | ||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 230,000 | 230,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Granted in Period, Fair Value | $ 1,400,000 | $ 6,600,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,546,408 | 1,721,802 | ||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,000,000 | $ 3,300,000 | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Granted in Period, Fair Value | $ 400,000 | 1,800,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 227,083 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Maximum | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 9 months 18 days | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Minimum | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Mustang Bio, Inc [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Adjustments To Additional Paid In Capital At Market Offering Costs | $ 500,000 | |||||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 395,869 | |||||||||||||||||||||
Options to Purchase Common Stock [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock-based compensation expense | $ 300,000 | 100,000 | ||||||||||||||||||||
Share-based Compensation | $ 300,000 | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Lease expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies | |
Operating lease cost | $ 3,199 |
Shared lease costs | (1,876) |
Variable lease cost | 801 |
Total lease cost | 2,124 |
Operating cash flows from operating leases | $ (3,001) |
Weighted-average remaining lease term - operating leases | 6 years 3 months 18 days |
Weighted-average discount rate - operating leases | 6.20% |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum lease payments (Details) - USD ($) | Oct. 03, 2014 | Jun. 30, 2017 | Oct. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||||
Year Ended December 31, 2020 | $ 2,966,000 | ||||
Year Ended December 31, 2021 | 3,114,000 | ||||
Year Ended December 31, 2022 | 3,084,000 | ||||
Year Ended December 31, 2023 | 3,137,000 | ||||
Year Ended December 31, 2024 | 3,190,000 | ||||
Other | 20,273,000 | ||||
Total | 35,764,000 | ||||
Less: present value discount | (10,268,000) | ||||
Operating lease liabilities | 25,496,000 | ||||
Operating Leases, Rent Expense | $ 2,500,000 | $ 55,000 | $ 200,000 | $ 2,100,000 | $ 1,700,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) € in Millions | Jul. 12, 2018USD ($) | Oct. 03, 2014USD ($) | Aug. 31, 2018USD ($)ft² | Oct. 27, 2017USD ($)ft² | Jun. 30, 2017USD ($)ft² | Oct. 31, 2015USD ($)ft² | Oct. 30, 2015 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 20, 2012EUR (€) |
Property, Plant and Equipment [Line Items] | ||||||||||
Land Subject to Ground Leases | ft² | 3,681 | 2,295 | 6,100 | |||||||
Operating Leases, Rent Expense | $ 2,500,000 | $ 55,000 | $ 200,000 | $ 2,100,000 | $ 1,700,000 | |||||
Lease Expiration Period | 5 years | |||||||||
Lease amount for office space | 40,700,000 | |||||||||
Net rent amount for lease term | $ 16,000,000 | |||||||||
Lease Expiration Date | Nov. 30, 2020 | |||||||||
Operating Lease, Liability | $ 25,496,000 | |||||||||
Operating lease right-of-use asset, net | 21,480,000 | 0 | ||||||||
Loss Contingency, Damages Sought, Value | $ 3,300,000 | |||||||||
Accounts Payable and Accrued Liabilities, Current | 35,451,000 | $ 34,067,000 | ||||||||
Administration Fee Payable | 39,500 | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 94,000 | |||||||||
Operating Lease, Expense | 3,200,000 | |||||||||
New York, NY office space [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Lease Expiration Period | 15 years | |||||||||
OPPM [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Operating Leases, Rent Expense | $ 300,000 | |||||||||
Percentage of Rentable Area | 10.00% | |||||||||
TG Therapeutics, Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Operating Leases, Rent Expense | $ 1,100,000 | |||||||||
Percentage of Rentable Area | 45.00% | |||||||||
Mustang [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Land Subject to Ground Leases | ft² | 27,043 | |||||||||
Operating Leases, Rent Expense | $ 600,000 | |||||||||
Operating Leases, Rent Expense, Sublease Rentals | 3,600,000 | |||||||||
Security Deposit | 800,000 | |||||||||
Mustang [Member] | Fully Occupied [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Security Deposit | 1,300,000 | |||||||||
Mustang [Member] | Cash [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Security Deposit | 300,000 | |||||||||
Mustang [Member] | Cash [Member] | Fully Occupied [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Security Deposit | 300,000 | |||||||||
Mustang [Member] | LOC Fees [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Security Deposit | 500,000 | |||||||||
Mustang [Member] | LOC Fees [Member] | Fully Occupied [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Security Deposit | $ 1,000,000 | |||||||||
Dr.Falk Pharma [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Contractual Obligation | € | € 2.5 | |||||||||
Accounts Payable and Accrued Liabilities, Current | $ 300,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan [Abstract] | ||
Employee contribution percentage | 4.00% | |
Employer matching contribution | $ 0.4 | $ 0.2 |
Related Party Transactions - Fo
Related Party Transactions - Founders Agreements (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Mar. 20, 2015 |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Feb. 17, 2015 |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Mar. 13, 2015 |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 0.00% |
Dividends Payable, Date Declared | Mar. 17, 2015 |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Oct. 31, 2016 |
Baergic[Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Dec. 17, 2019 |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Mar. 13, 2017 |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Jul. 28, 2017 |
Tamid [Member] | |
Related Party Transaction [Line Items] | |
Dividends Paid in kind percentage | 2.50% |
Dividends Payable, Date Declared | Nov. 30, 2017 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of dividend or equity fee recorded by the Company (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Dividends Payable, Current | $ 0 | $ 0 |
Aevitas Inc [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 6 | 6 |
Caelum Bio sciences Inc [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 0 | 462 |
Cellvation Inc [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 7 | 5 |
Checkpoint [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 2,510 | 1,748 |
Cyprium Bio sciences Inc [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 5 | 3 |
Helocyte Inc [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 131 | 167 |
Mustang Bio, Inc [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 4,923 | 2,085 |
Tamid [Member] | ||
Dividends Payable Date Of Record Description | January 1 | |
Dividends Payable, Current | $ 7 | 15 |
Fortress Biotech Inc [Member] | ||
Dividends Payable, Current | $ (7,589) | $ (4,491) |
Related Party Transactions - _2
Related Party Transactions - Schedule of The Effective Date and Annual Management Services agreement Fee (Income) Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 0 |
Helocyte Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 20, 2015 |
Avenue [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 0 |
Annual Consulting Fee Payable Effective Date | Feb. 17, 2015 |
Mustang Bio, Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 13, 2015 |
Checkpoint [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 17, 2015 |
Cellvation Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Oct. 31, 2016 |
Baergic[Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 9, 2017 |
Cyprium Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Mar. 13, 2017 |
Aevitas Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Jul. 28, 2017 |
Tamid Bio sciences Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ 500 |
Annual Consulting Fee Payable Effective Date | Nov. 30, 2017 |
Fortress Biotech Inc [Member] | |
Related Party Transaction [Line Items] | |
Annual Management Services Agreement Fee Income expense | $ (4,000) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 18, 2019 | Nov. 30, 2017 | Oct. 03, 2014 | Nov. 30, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Jun. 26, 2017 | May 31, 2016 | Oct. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 29, 2019 | Nov. 12, 2018 |
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Other Fees | $ 100,000 | $ 2,100,000 | ||||||||||||||
Operating Leases, Rent Expense | $ 2,500,000 | $ 55,000 | $ 200,000 | $ 2,100,000 | $ 1,700,000 | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 33.30% | |||||||||||||||
Payments of Loan Costs | 118,000 | 404,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.47 | |||||||||||||||
Proceeds from Convertible Debt | 15,000,000 | 0 | ||||||||||||||
Proceeds from Other Debt | $ 0 | 21,707,000 | ||||||||||||||
Noninterest Expense Transfer Agent and Custodian Fees | 1,700,000 | |||||||||||||||
Description Of Fee Paid | NSC received a fee of approximately $1.8 million, or 8% on the gross proceeds raised of $23.0 million | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||||||||||||||
Line Of Credit Facility, Prepayment Amount | $ 500,000 | |||||||||||||||
Common Shares Issued For Opus Debt, In Shares | 396,825 | |||||||||||||||
Common Shares Issued For Opus Debt, Issue Price | $ 1.26 | |||||||||||||||
Desk Share Agreements [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Rent | $ 2,800,000 | |||||||||||||||
Waltham [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Rent | 240,000 | 223,000 | ||||||||||||||
New York Office [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Rent | $ 2,600,000 | $ 2,700,000 | ||||||||||||||
National Holdings Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 32.10% | |||||||||||||||
NSC Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Rent | $ 2,800,000 | |||||||||||||||
Percentage Of Placement Agent Fee | 10.00% | |||||||||||||||
Warrant on Sale Price of Note Percentage | 10.00% | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 716,180 | |||||||||||||||
NSC Note [Member] | Maximum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.75 | |||||||||||||||
NSC Note [Member] | Minimum | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.61 | |||||||||||||||
Opus Credit Facility [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments of Loan Costs | $ 500,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||
Line Of Credit Facility, Prepayment Amount | $ 500,000 | |||||||||||||||
Common Shares Issued For Opus Debt, In Shares | 396,825 | |||||||||||||||
Common Shares Issued For Opus Debt, Issue Price | $ 1.26 | |||||||||||||||
Caelum Convertible Notes [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||||||||||||
Proceeds from Convertible Debt | $ 9,900,000 | |||||||||||||||
Debt Instrument Issuance Percentage of Commission | 10.00% | |||||||||||||||
Payments of Financing Costs | $ 1,000,000 | |||||||||||||||
Class of Warrant or Right Percentage Securities Called by Warrants or Rights | 10.00% | |||||||||||||||
Class Of Warrant Or Right Exercise Price Percentage Of Warrants Or Rights | 110.00% | |||||||||||||||
Class of Warrant or Right Exercise Price Description | the exercise price will be $75 million dollars divided by the total number of fully-diluted shares of Common Stock outstanding immediately prior to exercise of the warrant, giving effect to the assumed conversion of all options, warrants, and convertible securities of the Company | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest own in percent by principal stockholder or director | 13.10% | |||||||||||||||
Chief Executive Officer And Executive Vice President [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Bonuses Paid To Related Party | $ 500,000 | $ 0 | $ 500,000 | |||||||||||||
TG Therapeutics, Inc [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Percentage of Rentable Area | 45.00% | 40.00% | ||||||||||||||
TG Therapeutics, Inc [Member] | Shared Services Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from Related Party Agreement | 500,000 | 1,300,000 | ||||||||||||||
Due from Related Parties, Current | 500,000 | 1,300,000 | ||||||||||||||
TG Therapeutics, Inc [Member] | Desk Share Agreements [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due from Related Parties, Current | 1,400,000 | |||||||||||||||
TG Therapeutics, Inc [Member] | Waltham [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due from Related Parties, Current | 109,000 | 47,000 | ||||||||||||||
TG Therapeutics, Inc [Member] | New York Office [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Rent | 114,000 | |||||||||||||||
Due from Related Parties, Current | $ 1,300,000 | 1,000,000 | ||||||||||||||
TG Therapeutics, Inc [Member] | Opus Credit Facility [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments of Loan Costs | 300,000 | |||||||||||||||
Founders Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Agreement Description Term | The Company has entered into Founders Agreements with each of the Fortress 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 and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, the Company will loan each such partner company 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 a Change in Control (as defined in the Founders Agreement) occurs. In connection with each Founders Agreement the Company receives 250,000 Class A Preferred shares (except for that with Checkpoint, in which the Company holds Class A Common Stock). The Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is identical to common stock other than as to voting rights, conversion rights and the PIK Dividend right (as described below). Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) 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 Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint). Thus, the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) will at all times constitute a voting majority. Each share of Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) is convertible, at the holder's option, into one fully paid and nonassessable share of common stock of such partner company, subject to certain adjustments. The holders of Class A Preferred Stock (and the Class A Common Stock with respect to Checkpoint), 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") until the date all outstanding Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) 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'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 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 common stock beyond that amount to which the Company would otherwise be entitled absent such change(s). The Company owns 100% of the Class A Preferred Stock (Class A Common Stock with respect to Checkpoint) of each partner company that has a Founders Agreement with the Company.As additional consideration under the Founders Agreement, each partner company 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, payable within five (5) business days of the closing of any equity or debt financing for each partner company 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'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'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 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%). | |||||||||||||||
OPPM [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Percentage of Rentable Area | 10.00% | 20.00% | ||||||||||||||
Due from Related Parties, Current | $ 180,000 | $ 217,000 | ||||||||||||||
OPPM [Member] | Desk Share Agreements [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due from Related Parties, Current | 180,000 | |||||||||||||||
OPPM [Member] | New York Office [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for Rent | $ 400,000 | |||||||||||||||
Executives Vice Chairman [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest own in percent by principal stockholder or director | 12.70% | 15.20% | ||||||||||||||
Executives Vice Chairman [Member] | Chief Executive Officer [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest own in percent by principal stockholder or director | 11.60% | |||||||||||||||
Avenue [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments For Underwriter Fees | $ 2,300,000 |
Income Taxes - components of th
Income Taxes - components of the income tax provision (benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Deferred Taxes Consist (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 125,657 | $ 93,823 |
Amortization of license fees | 17,077 | 12,552 |
Amortization of in-process R&D | 449 | 420 |
Stock compensation | 13,280 | 10,404 |
Lease liability | 7,454 | 0 |
Accruals and reserves | 1,810 | 2,267 |
Tax credits | 12,716 | 10,207 |
Startup costs | 58 | 55 |
Unrealized gain/loss on investments | 716 | 805 |
Business interest expense deduction limit | 0 | 2,535 |
Total deferred tax assets | 179,217 | 133,068 |
Less: valuation allowance | (168,223) | (132,114) |
Net deferred tax assets | 10,994 | 954 |
Deferred tax liabilities: | ||
Unrealized gain/loss on investment | 0 | 0 |
Right of use asset | (6,280) | 0 |
Gain / loss on Deconsolidation of Caelum | (1,835) | 0 |
Basis in subsidiary | (2,879) | (954) |
Total deferred tax assets, net | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rates and Effective Tax Rates (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Percentage of pre-tax income: | ||
U.S. federal statutory income tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 12.00% | 5.00% |
Credits | 3.00% | 3.00% |
Non-deductible items | (0.00%) | (0.00%) |
Provision to return | 1.00% | (1.00%) |
Stock based compensation shortfall | (1.00%) | (1.00%) |
Change in federal rate | 0.00% | 0.00% |
Change in state rate | 3.00% | (3.00%) |
Intercompany elimination adjustments | 0.00% | 0.00% |
Deconsolidation of Caelum | (3) | 0 |
Change in fair value of warrants | 0.00% | 0.00% |
Change in valuation allowance | (36.00%) | (25.00%) |
Change in subsidiary basis | (1.00%) | 1.00% |
Other | 1.00% | 0.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 11, 2019 | Nov. 14, 2018 | Jul. 03, 2018 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Nov. 12, 2018 |
Income Tax Disclosure [Line Items] | |||||||
Deferred Tax Assets, Valuation Allowance | $ 168,223 | $ 132,114 | |||||
Operating Loss Carryforwards, Valuation Allowance | 168,200 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 33.30% | ||||||
Income Tax Credits and Adjustments | 12,400 | ||||||
State income tax credits | $ 400 | ||||||
Stock Issued During Period, Shares, New Issues | 164,473 | ||||||
Common Stock, Shares, Issued | 74,027,425 | 57,845,447 | |||||
Proceeds from Issuance of Common Stock | $ 13,100 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,000,000 | ||||||
Scenario, Forecast [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Deferred Tax Assets, Valuation Allowance | $ 487,000 | ||||||
National Holdings Corporation [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating Loss Carryforwards, Valuation Allowance | $ 445,900 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 32.10% | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,000,000 | 3,000,000 | |||||
Common Stock [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Common Stock, Shares, Issued | 3,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 9,800 | ||||||
Common Stock [Member] | NHLD [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 56.10% | ||||||
Common Stock [Member] | B. Riley Financial Inc. [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 7,000,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | segment | 1 | |
Net Revenue | $ 36,629 | $ 26,882 |
Direct cost of goods | (10,532) | (6,125) |
Sales and marketing costs | (17,120) | (11,639) |
Research and development | (81,326) | (87,383) |
General and administrative | (38,470) | (41,732) |
Other Expenses | 9,159 | (10,803) |
Segment gain (loss) from operations | (110,819) | (119,997) |
Intangible asset, net | 7,377 | 1,417 |
Tangible assets | 219,045 | 139,576 |
Segment assets | 226,422 | 140,993 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment gain (loss) from operations | $ (101,660) | (130,800) |
Segment assets | 140,993 | |
Dermatology Products Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | segment | 2 | |
Dermatology Products Sales [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 34,921 | 23,376 |
Direct cost of goods | (10,532) | (6,125) |
Sales and marketing costs | (17,120) | (11,639) |
Research and development | 0 | 0 |
General and administrative | (2,556) | (1,778) |
Other Expenses | 0 | |
Segment gain (loss) from operations | 4,713 | 3,834 |
Intangible asset, net | 7,377 | 1,417 |
Tangible assets | 19,946 | 8,984 |
Segment assets | 27,323 | 10,401 |
Pharmaceutical and Biotechnology Product Development [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 1,708 | 3,506 |
Direct cost of goods | 0 | |
Sales and marketing costs | 0 | 0 |
Research and development | (81,326) | (87,383) |
General and administrative | (35,914) | (39,954) |
Other Expenses | 9,159 | (10,803) |
Segment gain (loss) from operations | (106,373) | (134,634) |
Intangible asset, net | 0 | |
Tangible assets | 199,099 | 130,592 |
Segment assets | $ 199,099 | $ 130,592 |
National Holdings Corporation [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | segment | 3 |
Revenues from Contracts and S_3
Revenues from Contracts and Significant Customers - Company's product revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Product revenue, net | $ 34,921 | $ 23,376 |
TGTX | 1,708 | 3,506 |
Net revenue | 36,629 | 26,882 |
Targadox [Member] | ||
Product revenue, net | 28,068 | 21,225 |
Other Branded Revenue [Member] | ||
Product revenue, net | $ 6,853 | $ 2,151 |
Revenues from Contracts and S_4
Revenues from Contracts and Significant Customers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 34,921 | $ 23,376 |
Customer One [Member] | Customer Concentration Risk [Member] | Revenue | ||
Concentration Risk, Percentage | 50.00% | 48.50% |
Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable | ||
Concentration Risk, Percentage | 21.00% | 79.10% |
Customer Two [Member] | Customer Concentration Risk [Member] | Revenue | ||
Concentration Risk, Percentage | 10.00% | 10.60% |
Customer Two [Member] | Customer Concentration Risk [Member] | Accounts Receivable | ||
Concentration Risk, Percentage | 18.00% | |
License and Service [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,700 | $ 3,500 |
Ximino | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 3,600 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 11, 2020 | Feb. 11, 2019 | Jul. 03, 2018 | Mar. 29, 2019 |
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 164,473 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.47 | |||
Proceeds from Issuance of Common Stock | $ 13.1 | |||
Subsequent Events [Member] | Over-Allotment Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 625,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,750 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 20 | |||
Proceeds from Issuance of Common Stock | $ 14.4 | |||
Subsequent Events [Member] | Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred Stock, Dividend Rate, Percentage | 9.375% |