Stockholders’ Equity | 15. Stockholders’ Equity Stock-based Compensation excluding National As of September 30, 2017, the Company had four equity compensation plans: the Fortress Biotech, Inc. 2007 Stock Incentive Plan, the Fortress Biotech, Inc. 2013 Stock Incentive Plan, as amended, the Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan and the Fortress Biotech, Inc. Long Term Incentive Plan. Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands) 2017 2016 2017 2016 Employee awards $ 1,650 $ 1,937 $ 5,170 $ 5,490 Non-employee awards 24 3 60 9 Fortress Companies 2,510 (1) 963 (2) 6,506 (3) 3,293 (4) Total stock-based compensation expense $ 4,183 $ 2,903 $ 11,736 $ 8,792 (1) Consists of approximately $ 0.2 0.9 0.8 0.4 62,000 27,000 5,000 (2) 5,000 0.8 130,000 67,000 (3) Consists of approximately $ 0.3 4.3 1.2 0.4 0.2 0.1 19,000 (4) Consists of approximately $ 23,000 2.7 458,000 160,000 For the three months ended September 30, 2017 and 2016, approximately $ 1.6 0.9 2.6 2.0 For the nine months ended September 30, 2017 and 2016, approximately $ 4.8 3.4 6.9 5.4 Weighted average Total weighted remaining Weighted average average intrinsic contractual life Number of shares exercise price value (years) Options vested and expected to vest at December 31, 2016 1,130,501 $ 3.73 $ 602,451 4.93 Exercised (20,000) 1.37 61,000 - Options vested and expected to vest at September 30, 2017 1,100,501 $ 3.78 $ 1,620,046 4.21 Options vested and exercisable 1,085,501 $ 3.75 $ 1,620,046 4.18 As of September 30, 2017, Fortress had no unrecognized stock-based compensation expense related to options. The following table summarizes Fortress’s restricted stock and restricted stock unit award activity, excluding activity related to Fortress Companies (which is discussed below): Weighted average Number of shares grant price Unvested balance at December 31, 2016 10,094,095 $ 2.49 Restricted stock granted 1,325,396 2.70 Restricted stock vested (213,333) 2.75 Restricted stock units granted 930,000 4.31 Restricted stock units forfeited (15,000) 2.98 Restricted stock units vested (214,625) 3.44 Unvested balance at September 30, 2017 11,906,533 $ 2.63 As of September 30, 2017, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $ 1.7 5.6 2.0 2.2 5.6 1.2 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 September 30, 2017, 199,995 205,000 52,000 35,000 0.1 91,000 22,000 41,900 Warrants Weighted average Total weighted remaining Weighted average average intrinsic contractual life Number of shares exercise price value (years) Outstanding as of December 31, 2016 2,263,453 $ 3.62 $ 79,800 4.74 Granted 816,180 1.33 329,954 4.87 Forfeited (230,444) 8.39 - - Outstanding as of September 30, 2017 2,849,189 $ 2.57 $ 3,358,161 4.69 Exercisable as of September 30, 2017 869,189 $ 3.96 $ 546,561 4.30 Long-Term Incentive Program (“LTIP”) On January 1, 2017 and 2016, the Compensation Committee granted 552,698 510,434 100.0 1.5 1.4 0.2 75,000 0.5 0.2 Additionally, in connection with the LTIP Lindsay Rosenwald and Michael Weiss receive 5% of the outstanding shares of Fortress Companies upon formation. During the nine months ended September 30, 2017, LTIP grants from Aevitas, Caleum and Cyprium were made. For the three months ended September 30, 2017 and 2016, the Company recorded approximately $ 52,000 Fortress Companies Checkpoint Therapeutics, Inc. Checkpoint has a long-term incentive plan under which it has issued grants to both employees and non-employees. For the three months ended September 30, 2017 and 2016, Checkpoint re-measured its non-employee and research and development employee grants and recorded expense of approximately $ 0.4 0.4 2.8 1.6 Certain Checkpoint employees and directors also have been awarded restricted stock under Checkpoint’s 2015 Incentive Plan. Checkpoint recorded stock-based compensation expense of $ 0.5 0.3 1.5 1.0 Avenue Therapeutics, Inc. In connection with stock grants made to both employees and non-employees, Avenue for the three months ended September 30, 2017 and 2016, recorded approximately $ 0.2 3,000 78,000 3,000 0.2 12,000 90,000 12,000 Journey Medical Corporation During the nine months ended September 30, 2017, JMC granted option awards to numerous sales employees exercisable for 395,000 The fair value of stock options granted was determined on the grant date using assumptions for risk free interest rate, the expected term, expected volatility, and expected dividend yield. The stock price was determined utilizing a discounted cash flow model to determine the weighted market value of invested capital. JMC does not expect to pay dividends in the foreseeable future. As a result, the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the SEC's Staff Accounting Bulletin No. 110 for “plain vanilla” options. JMC obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The volatility rate was computed based on a comparison of average volatility rates of similar companies. September 30, 2017 Risk-free interest rate 1.88% - 2.22 % Expected dividend yield - % Expected term in years 5.0 7.0 Expected volatility 107 % During the three and nine months ended September 30, 2017, stock-based compensation associated with the amortization of stock option expenses was approximately 8,000 29,000 95,000 25,000 Mustang The employment agreement grants Dr. Litchman an option to purchase 1,041,675 5.73 On April 7, 2017, Mustang granted 200,000 5.73 Both grants have the following vesting schedule: 50% of the options vest over-time with 25% vesting over 12 months of continued service, with the remaining 25% vesting in 12 equal installments thereafter, subject to continued employment. The remaining 50% vest and become exercisable upon the occurrence of the following milestones being achieved: (i) 25% of the grant vest upon the dosing of the first patient in the first Phase 2 clinical trial of any Mustang product candidate, (ii) 25% of the grant vest upon the dosing of the first patient in the first Phase 2 clinical trial of a second Mustang product candidate, (iii) 25% of the grant vest upon Mustangs’ achievement of a fully-diluted market capitalization of $500,000,000 and (iv) 25% of the grant vest upon Mustangs’ achievement of a fully-diluted market capitalization of $1,000,000,000. The fair value of stock options granted was determined on the grant date using assumptions for risk free interest rate, the expected term, expected volatility, expected dividend yield, and a stock price of $ 5.73 September 30, 2017 Risk-free interest rate 1.81% 2.38 % Expected dividend yield - % Expected term in years 5.5 10.0 Expected volatility 77.3 % Weighted Average Remaining Weighted Contractual Average Life (in Stock Options Exercise Price years) Nonvested at December 31, 2016 - $ - - Options granted 1,241,675 $ 5.73 9.56 Options outstanding 1,241,675 5.73 9.56 Options vested and exercisable at September 30, 2017 - $ - - As of September 30, 2017, Mustang had unrecognized stock-based compensation expense related to options of $ 2.3 1.61 During the three and nine months ended September 30, 2017, stock-based compensation associated with the amortization of stock option expense was approximately $ 0.7 1.1 Certain Mustang employees and directors also have been awarded restricted stock and restricted stock units in 2017. Mustang recorded stock-based compensation expense of $ 0.2 0.2 Helocyte, Inc. For the three months ended September 30, 2017 and 2016, Helocyte re-measured its non-employee grants and recorded expense of approximately $ 20,000 50,000 For the three months ended September 30, 2017 and 2016, Helocyte recorded approximately $ 7,000 17,000 17,000 42,000 For the nine months ended September 30, 2017 and 2016, Helocyte re-measured its non-employee grants and recorded expense of approximately $ 82,000 0.1 For the nine months ended September 30, 2017 and 2016, Helocyte recorded approximately $ 25,000 42,000 Cellvation, Inc. For the three and nine months ended September 30, 2017, Cellvation recorded expenses for non-employee grants of approximately $ 2,000 7,000 For the three and nine months ended September 30, 2017, Cellvation recorded approximately $ 3,000 11,000 Capital Raises Avenue On June 26, 2017, Avenue completed an initial public offering (“IPO”) of its common stock, which resulted in the issuance of 6,325,000 825,000 6.00 34.2 3-For-1 In conjunction with the closing of the IPO, Avenue issued warrants in connection with its NSC Debt and its Convertible Notes. Mustang In September 2016, Mustang entered into a Placement Agent Agreement with NSC relating to Mustang’s offering of shares of common stock in a private placement. Pursuant to the Placement Agent Agreement, Mustang agreed to pay NSC a cash fee of 10.0 10,000 2,500 8.50 65,000 On January 31, 2017, Mustang held a sixth closing of its private placement for gross proceeds of $ 55.5 8,536,774 2,134,193 5.5 853,677 10 On March 31, 2017, Mustang closed an additional private placement with substantially similar terms as the offering described above resulting in gross proceeds of $ 0.4 64,000 16,000 42,000 10 6,400 10 On August 3, 2017, Mustang closed the final round of financing totaling gross proceeds of $ 65,000 10,000 2,500 1,000 10 Pursuant to the Founders Agreement (see Note 17), Mustang issued 215,269 2.5 1.2 As of September 30, 2017, the Company determined that the warrants still did not meet the definition of a derivative and continued to qualify for equity recognition. |